Aplab Ltd. — Capital/Financing Update 2023

Feb 9, 2023

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SEC:APL:RKD:112224:23

February 9, 2023

BSE Limited Corporate Relationship Department 25[th] Floor, Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400 001

Scrip Code: 517096 – APLAB LIMITED

Dear Sir,

Sub: Outcome of Board Meeting dated 9[th] February, 2023 in accordance with Reg. 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors at their meeting held on 9[th] February, 2023, has, inter alia, considered and approved the following businesses:

1. The Un-audited Financial Results for the third quarter and nine months ended 31[st] December, 2022.

2. Increase and alteration of the Authorized Share Capital of the Company from Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crores) Equity Shares of face value of Rs. 10/- (Rupees Ten) each to Rs. 23,00,00,000 (Rupees Twenty-Three Crore Only) divided into:

3. i. 2,00,00,000 (Two Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each aggregating to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) and

4. ii. 30,00,000 (Thirty Lakh) Preference Shares of face value of Rs. 10/- (Rupees Ten) each aggregating to Rs. 3,00,00,000/- (Rupees Three Crore Only),

by creation of 30,00,000 (Thirty Lakh) Preference Shares of face value of Rs. 10/(Rupees Ten) each aggregating to Rs. 3,00,00,000/- (Rupees Three Crore Only).

Such increase and alteration in the Authorized Share Capital of the Company will require consequent amendment in the Capital Clause of Memorandum of Association of the Company, subject to approval of the shareholders of the Company in the ensuing General Meeting.

1. Preferential Issue of up to:

2. a. 10,90,000 Equity Shares of face value of Rs. 10/- per share at an issue price of Rs. 70/- per share, to person(s) belonging to ‘Promoter and Promoter Group’ pursuant to conversion of unsecured loans, and

3. b. 28,70,000 unlisted, fully paid, non-cumulative, non-participating 0.1% Compulsorily Convertible Preference Shares (‘CCPS’) of face value of Rs. 10/- each, at an issue price of Rs. 70/- per CCPS,pursuant to conversion of

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unsecured loans, which shall be compulsorily convertible, in one or more tranches at the option of the CCPS-holder, into equivalent number of fully paid-up equity shares of face value of Rs. 10/- each, of the Company, to person(s) belonging to ‘Promoter and Promoter Group’,

on such terms and conditions as may be determined by the Board and subject to the approval of the Shareholders of the Company and applicable regulatory authorities as the case may be, in accordance with the SEBI (Issue of Capital and disclosure Requirements) Regulations, 2018 and other applicable laws.

Details as required under Regulation 30 of the Listing Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 with respect to the Preferential Allotment is enclosed as Annexure A .

1. Approved the draft notice of Extra-ordinary General Meeting scheduled to be held on Wednesday, March 08, 2023. The relevant details will be submitted to the Exchange separately in due course of time.

You are requested to kindly take the same on your records.

The meeting commenced at 12.00 noon and concluded at 4.00 p.m.

Thanking you,

Yours faithfully, For Aplab Limited

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Rajesh K. Deherkar Company Secretary & Finance Controller

Encl: As above

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Annexure – A

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Details on Preferential Allotment in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015:

S. No	Particulars	Disclosures
1.	Type of securities proposed to be issued	Equity Shares and Compulsorily Convertible Preference Shares (‘CCPS’)
2.	Type of issuance	Preferential Allotment
3.	Total number of securities proposed to be issued or total amount for which the securities will be issued	i. Up to10,90,000 Equity Shares of face value of Rs. 10/- per share at an issue price of Rs. 70/- per share,to person(s) belonging to ‘Promoter and Promoter Group’ and; ii. Up to 28,70,000 unlisted, fully paid, non- cumulative, non-participating 0.1% Compulsorily Convertible Preference Shares (‘CCPS’) of face value of Rs. 10/- each, at an issue price of Rs. 70/- per CCPS, to be compulsorily convertible, in one or more tranches at the option of the CCPS-holder(s), into equivalent number of fully paid-up equity shares of face value of Rs. 10/- each, of the Company, to person(s) belonging to ‘Promoter and Promoter Group’.
4.	Name and number of the Investor(s)	1. Mr. Prabhakar Shankar Deodhar 2. Ms. Amrita Prabhakar Deodhar
5.	Issue price	Rs. 70/- per Equity Share/CCPS
6.	Tenure/ Conversion	The CCPS to be allotted shall be compulsorily converted into equity shares of the Company with face value of Rs. 10/- each, within a maximum period of 18 (eighteen) months commencing from the date of allotment of such CCPS. Such conversion may take place either at the option of the Proposed Allottee(s) in one or more tranches, or the Company shall convert the unexercised portion, if any, of allotted CCPS into the Equity Shares of the Company on the last day of the tenure even if the Proposed Allottee(s) does not exercise the conversion option.
7.	Nature of Consideration	Conversion of Outstanding Unsecured Loan.

For Aplab Limited

Rajesh K. Deherkar Company Secretary & Finance Controller

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