| 2026-08-13 | AGM | Inter alia, approved:- 1. DISCONTINUATION OF THE PROPOSED MERGER OF RICARDO ELEVATORS PRIVATE LIMITED. The Board considered the matter relating to the proposed merger/amalgamation of Ricardo Elevators Private Limited ( Ricardo ) with L. T. Elevator Limited ( Company ), pursuant to the binding Term Sheet entered into between the Company and Ricardo and as communicated by the Company vide its earlier intimation dated January 09, 2026. The Company, upon further evaluation of the proposed transaction, has decided to discontinue the proposed merger with Ricardo Elevators Private Limited. The proposed merger involves various regulatory and statutory processes and approvals, which may require additional time for completion. In order to expedite the implementation of the proposed transaction and achieve the intended strategic objectives in a timely and efficient manner, the Board of Directors has decided to pursue an alternative transaction structure by way of acquisition of 100% equity shareholding of Ricardo Elevators Private Limited, subject to the receipt of applicable approvals. The revised transaction structure is intended to provide greater flexibility and efficiency in implementation, while enabling the Company to obtain complete ownership and control of Ricardo Elevators Private Limited. The change in transaction structure does not alter the Company's underlying strategic intent with respect to the proposed investment in the target company. Accordingly, the Board approved the discontinuation of the proposed merger and cancellation of the binding Term Sheet entered into between the Company and Ricardo. 2. Approved the Execution of the Share Purchase Agreement for the acquisition of 100% of the issued, subscribed and paid-up equity share capital of Ricardo Elevators Private Limited ( Ricardo ) from its existing shareholders, on a fully diluted basis through Share Swap basis. 3. Considered and approved the consequential preferential issue of equity shares for consideration other than cash, pursuant to the proposed acquisition of Ricardo Elevators Private Limited by way of a share swap: To issue, offer and allot upto 4,61,000 (Four Lakh Sixty-One Thousand) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each of the company through preferential basis as per following: Subject to the approval of the Members of the Company and such other regulatory and statutory authorities as may be required, the Board of Directors approved the proposal for acquisition of 100% of the issued, subscribed and paid-up share capital of Ricardo Elevators Private Limited ( Ricardo ) by way of a share swap. Accordingly, towards discharge of the purchase consideration payable for the proposed acquisition, the Board approved the issue, offer and allotment, on a preferential basis, for consideration other than cash, in one or more tranches, of up to 4,61,000 (Four Lakh Sixty-One Thousand) fully paid-up Equity Shares of the Company, having a face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs. 281.86/- (Rupees Two Hundred Eighty-One and Eighty-Six Paise Only) per Equity Share, including a securities premium of Rs. 271.86/- (Rupees Two Hundred Seventy-One and Eighty-Six Paise Only) per Equity Share, to the shareholders of Ricardo, in accordance with the approved Share Swap Ratio. The aggregate consideration for the proposed preferential issue shall be up to Rs. 12,99,37,460/- (Rupees Twelve Crore Ninety-Nine Lakh Thirty-Seven Thousand Four Hundred Sixty Only), which shall be discharged by way of consideration other than cash, against the transfer of the entire issued, subscribed and paid-up share capital of Ricardo to the Company. The proposed preferential issue shall be undertaken in compliance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( SEBI ICDR Regulations ), and other applicable laws, rules and regulations, each as amended from time to time, and on such terms and conditions as may be determined by the Board of Directors in its absolute discretion, in accordance with applicable laws and subject to the requisite approvals. 4. Considered and determined Monday, August 10, 2026 as Relevant Date, being the date thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue pursuant to the provisions of Regulation 161 of ICDR Regulations. 5. To Authorized the Board to Borrow Money Pursuant to Section 180(1)(C). 6. Appointed M/s. A. Singhi & Co, Chartered Accountants as an Internal Auditor of the Company for the FY 2026-27. 7. Appointed M/s Himanshu SK Gupta & Associates, Practicing Company Secretaries, Ahmedabad as Secretarial Auditor of the Company for the FY 2026-27. 8. Considered and approved Board's Report along with all the annexure including Management Discussion and Analysis Report for the Financial Year 2025-2026. 9. Considered and approved that the 18th AGM of the company will be held on Wednesday, 09th September, 2026 at 02:00 PM through Video/Audio Conferencing. 10.Considered and approved Friday, August 14, 2026 as the cut-off date for determining shareholders of the company for dispatch of Notice for the 18th Annual General Meeting of the company. 11.Considered and approved Wednesday, September 02, 2026 as the cut-off date for determination of shareholders eligible for e-voting and to attend 18th AGM of the company. The period of e-voting shall commence on Saturday, September 05, 2026 at 9:00 a.m. and ends on Tuesday, September 08, 2026 at 5:00 p.m. 12. Appointed FCS Himanshu Surendrakumar Gupta of M/s. Himanshu S K Gupta and Associates, Ahmedabad having (ICSI M. No.- F12183 and CP No.- 22596) as scrutinizer of the company for the remote e-voting at ensuing 18th AGM of the company. 13.Approved the Notice of the 18th AGM of the company | | |