POCL Enterprises Limited, at its Board Meeting on April 03, 2025, has approved significant corporate actions that require shareholder approval in the upcoming Extra-Ordinary General Meeting (EGM) scheduled for April 28, 2025. The Board deliberated and resolved on the following key matters:

1. Adoption of Restated Articles of Association (AOA):

The Board has proposed adopting restated Articles of Association (AOA) that align with the provisions of Schedule I, Table F of the Companies Act, 2013. This adoption, subject to approval by the shareholders at the forthcoming EGM, is aimed at empowering the company to issue convertible warrants and securities. The restatement ensures that the AOA is in conformity with the latest corporate regulations, offering greater flexibility for future corporate actions.

The restated AOA will standardize the provisions and processes in the company's governing documents, ensuring smooth business operations while complying with legal norms. As per the SEBI guidelines under Regulation 30 and the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the brief details of this proposal have been disclosed under Annexure-I.

2. Issuance of Equity Shares and Convertible Warrants:

The company plans to issue up to 30,86,647 fully paid-up equity shares and 6,12,288 convertible warrants under a preferential issue on a private placement basis. The preferential issue will involve both the Promoter and Non-Promoter groups, with specific allocations mentioned in Annexure-A.

The equity shares will be issued at an issue price of Rs. 202 per share, including a premium of Rs. 200 per share, while the convertible warrants will also carry an issue price of Rs. 202 each. This issuance will raise approximately Rs. 62.35 crore from the equity shares and Rs. 12.37 crore from the convertible warrants.

The Board’s decision comes in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and applicable provisions of the Companies Act. The approval of the shareholders is mandatory, and the regulatory authorities will review the transaction in due course. Details regarding the investors and the proposed issue have been provided in Annexure-II.

3. Extra-Ordinary General Meeting (EGM):

In connection with the above decisions, an Extra-Ordinary General Meeting (EGM) of the company has been scheduled for April 28, 2025, at 11:30 A.M. The meeting will be held virtually through Video Conferencing (VC) or Other Audio Visual Means (OAVM), in line with the relevant circulars issued by the Ministry of Corporate Affairs and SEBI.

4. E-Voting and Cut-off Date:

In compliance with the provisions of the Companies Act, 2013, and SEBI Listing Regulations, POCL Enterprises has arranged for remote e-voting to facilitate shareholders' participation. The cut-off date for eligibility to vote via e-voting is April 21, 2025, and the remote e-voting window will be open from April 25, 2025, at 9:00 A.M. (IST) to April 27, 2025, at 5:00 P.M. (IST).

This e-voting provision ensures transparency and encourages broad participation in the decision-making process, especially for shareholders unable to attend the virtual EGM.

Conclusion:

The company is moving ahead with strategic changes that will enable it to enhance its capital base and align its governance structure. The shareholder approval at the upcoming EGM will be crucial for the successful implementation of these corporate decisions. POCL Enterprises remains committed to adhering to all regulatory requirements under SEBI’s Listing Obligations and Disclosure Requirements, ensuring compliance and stakeholder value maximization.

The meeting commenced at 11:30 A.M. and concluded at 2:20 P.M., with all items discussed being approved by the Board. This disclosure is made for the information and record of the stock exchange and investors.

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