Tirupati Forge Limited, in a board meeting held on May 20, 2025, has approved the allotment of 10,00,000 equity shares to promoter Hiteshkumar Gordhanbhai Thummar upon the conversion of an equal number of convertible warrants, in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company also announced a major reconstitution of its key board committees, ensuring alignment with corporate governance norms outlined by SEBI.

The meeting of the Board of Directors commenced at 2:45 p.m. and concluded at 3:35 p.m. The significant resolutions passed during the meeting are part of the company's ongoing initiatives to strengthen promoter holding and streamline governance practices.

Allotment of Equity Shares Upon Conversion of Warrants

The Board approved the preferential allotment of 10,00,000 fully paid-up equity shares of face value ₹2 each at a premium of ₹30, totaling ₹32 per share, to Mr. Hiteshkumar Gordhanbhai Thummar, Managing Director of the company. This conversion follows the issuance of 1,17,60,000 convertible warrants on January 16, 2025, of which this allotment represents the first tranche.

This preferential allotment has been carried out in compliance with:

• Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

• SEBI ICDR Regulations, 2018

• Applicable provisions of the Companies Act, 2013

Following the allotment, Mr. Thummar’s shareholding in the company increased from 1,10,71,565 shares (9.36%) to 1,20,71,565 shares (10.12%), marking a notable rise in promoter confidence and commitment to the company's long-term prospects.

Details of Warrant Allottees

The list of allottees under the January 2025 issuance of 1,17,60,000 convertible warrants includes both promoters and public/non-promoter entities. As of now, only 10,00,000 warrants have been converted into equity shares by Mr. Hiteshkumar Thummar, with 1,07,60,000 warrants remaining pending for future conversion. The warrant holders include individuals and institutional investors such as:

• Chetna Mukeshbhai Thumar – 34,50,000 warrants

• Bhargavi Manojbhai Thummar – 20,00,000 warrants

• Devansh Trademart LLP – 30,00,000 warrants

• Ekta Agarwal, Mayank Gupta, Lata Dhiraj Shah, and others

This indicates potential future equity infusion, once further conversions are executed.

Reconstitution of Board Committees

To enhance corporate governance, Tirupati Forge Limited has undertaken a comprehensive reconstitution of its board-level committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship Committee, Corporate Social Responsibility (CSR) Committee, and Complaints Committee for Sexual Harassment Redressal. The new composition ensures compliance with SEBI guidelines and brings in a broader representation of independent and non-executive directors.

1. Audit Committee

• Chairman: Ms. Jagruti Nitinkumar Erda – Independent Director

• Members: Ms. Smita Sachin Ravani, Ms. Darshna Hiteshbhai Thummar, Mr. Malappa Belari

2. Nomination and Remuneration Committee

• Chairman: Ms. Smita Sachin Ravani – Independent Director

• Members: Ms. Jagruti Nitinkumar Erda, Mr. Malappa Belari, Ms. Darshna Hiteshbhai Thummar

3. Stakeholder’s Relationship Committee

• Chairman: Ms. Smita Sachin Ravani – Independent Director

• Members: Ms. Jagruti Nitinkumar Erda, Ms. Darshna Hiteshbhai Thummar, Mr. Malappa Belari

4. Corporate Social Responsibility Committee

• Chairman: Mr. Hiteshkumar Gordhanbhai Thummar – Managing Director

• Members: Mr. Bhaveshbhai Tulsibhai Barasiya, Ms. Jagruti Nitinkumar Erda

5. Complaints Committee for Sexual Harassment Redressal

• Chairman: Ms. Darshna Hiteshbhai Thummar – Non-Executive Director

• Members: Mr. Hiteshkumar Gordhanbhai Thummar, Mr. Bhaveshbhai Tulsibhai Barasiya

These committee changes are aligned with SEBI’s focus on transparent, inclusive, and responsive governance frameworks.

SEBI Disclosure Compliance

The disclosures were made as per Regulation 30 of SEBI LODR Regulations and the SEBI Master Circular issued on November 11, 2024. As required, the company provided granular details of the equity issuance, warrant conversion, investor names, post-issue shareholding, and committee reconstitution.

The move also signals strong promoter trust, demonstrated through the conversion and subscription to additional equity. It is expected that further conversions from the existing 1.17 crore warrants will be undertaken in phased tranches, subject to market conditions and internal strategic decisions.

Corporate Implications and Market Impact

The decision to strengthen promoter equity through warrant conversion improves the company’s capital structure and reduces dilution risk from external parties. Promoter-led infusions typically instill confidence among public shareholders and can reflect positively on long-term stock performance.

The reconstitution of committees also reflects the company’s maturing governance framework, where independent directors are given key oversight roles. It promotes transparency and accountability across operational and strategic activities.

Moreover, through its proactive compliance with SEBI norms, Tirupati Forge reinforces its credibility on regulatory platforms, particularly relevant in a post-LORD (Listing Obligations and Disclosure Requirements) tightening regime where non-compliance can attract market and investor scrutiny.

In Conclusion, Tirupati Forge Limited has taken strategic steps to enhance its capital base and governance standards by allotting shares to its promoter and re-aligning its key board committees. These developmets are expected to improve investor perception, aid future fundraising, and support long-term value creation for all stakeholders.

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