Event Date: N/A
NOTICE is given for the Extra-ordinary General Meeting (EGM) No. 1/2024-25 of Imagine Marketing Limited to be held on Saturday, February 15, 2025, at 11:00 AM (IST) via Video Conference (VC) or Other Audio Visual Means (OAVM).
Special Businesses:
Increase in Authorized Share Capital: The company seeks to increase its authorized share capital from ₹29,97,28,000 (Indian Rupees Twenty-Nine Crore Ninety Seven Lakh Twenty Eight Thousand) to ₹34,97,28,000 (Indian Rupees Thirty-Four Crore Ninety Seven Lakh Twenty Eight Thousand). The existing capital structure consists of equity shares and several series of compulsorily convertible preference shares with varying face values. The revised capital structure maintains the same types of shares but increases the number of equity shares.
| Existing Authorized Share Capital | Revised Authorized Share Capital | | :--------------------------------------------------------------------------------- | :--------------------------------------------------------------------------------- | | ₹ 29,97,28,000 (Indian Rupees Twenty-Nine Crore Ninety Seven Lakh Twenty Eight Thousand) | ₹ 34,97,28,000 (Indian Rupees Thirty-Four Crore Ninety Seven Lakh Twenty Eight Thousand) | | (i) 16,08,28,000 Equity Shares of face value INR 1 (Indian Rupees One) each. | (i) 21,08,28,000 Equity Shares of face value INR 1 (Indian Rupees One) each. | | (ii) 24,891 Preference Shares of face value INR 10 (Indian Rupees Ten) each. | (ii) 24,891 Preference Shares of face value INR 10 (Indian Rupees Ten) each. | | (iii) 1,62,709 Series A Compulsorily Convertible Preference Shares of face value of INR 10 each. | (iii) 1,62,709 Series A Compulsorily Convertible Preference Shares of face value of INR 10 each. | | (iv) 3,47,600 Series A1 Compulsorily Convertible Preference Shares of face value of INR 10 each. | (iv) 3,47,600 Series A1 Compulsorily Convertible Preference Shares of face value of INR 10 each. | | (v) 17,158 Series B Compulsorily Convertible Preference Shares of face value of INR 6,000 each. | (v) 17,158 Series B Compulsorily Convertible Preference Shares of face value of INR 6,000 each. | | (vi) 1,771 Series B1 Compulsorily Convertible Preference Shares of face value of INR 6,000 each. | (vi) 1,771 Series B1 Compulsorily Convertible Preference Shares of face value of INR 6,000 each. | | (vii) 66,58,000 Series C Compulsorily Convertible Preference Shares of face value of INR 3 each. | (vii) 66,58,000 Series C Compulsorily Convertible Preference Shares of face value of INR 3 each. |
The company is also seeking to amend Clause V of its Memorandum of Association to reflect this increased authorized share capital.
Adoption of Updated Articles of Association: The company seeks to adopt a new set of Articles of Association to align with listing requirements of stock exchanges and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The existing articles of association will be substituted entirely. The board is authorized to take necessary steps to implement this resolution, including filing forms with the Registrar of Companies.
Amendment of Employee Stock Option Plans (ESOP): The company is proposing amendments to its Imagine Employees Stock Option Plan 2019 (‘ESOP 2019’), Imagine Management Stock Option Plan 2021 (‘ESOP 2021’), and Imagine Marketing Employee Stock Option Plan 2023 (‘ESOP 2023’) to provide clarity, ease administration, and comply with SEBI SBEB & SE Regulations, which were introduced as a result of IPO regulations in 2015. These amendments aim to meet regulatory requirements, enhance clarity, and simplify administration. Furthermore, the members are being asked to approve the revival of ESOP 2019, allowing for further grant of options under that plan, superseding the special resolution passed by postal ballot on September 3, 2023.
Increase in Investment Limits for Non-Resident Indians (NRI) and Overseas Citizens of India (OCI): The company is seeking approval to increase the foreign investment limit for NRIs and OCIs in its equity shares from 10% to 24% of the paid-up equity share capital under the Portfolio Investment Scheme under FEMA, within the prescribed limitations. The Board is authorized to take necessary steps to intimate the Reserve Bank of India and depositories.
Initial Public Offer (IPO) of Equity Shares: The company intends to undertake an IPO involving a fresh issue of equity shares, an offer for sale by existing shareholders, with the intention of listing the shares on one or more of the Indian stock exchanges, aggregating up to ₹5,000 million. The IPO may include a green shoe option and a reservation for eligible employees, while a portion of the Offer could be allotted via a Pre-IPO Placement, up to ₹1,000 million, with the option to invite existing shareholders to participate in the Offer for Sale. The company is seeking the approval of its members to undertake an IPO of equity shares. The funds raised through fresh issue are intended to be utilized for the objects as defined by the Board.
Voting and Meeting Information:
The notice also includes detailed instructions for remote e-voting, attending the meeting via VC/OAVM, and accessing relevant documents.
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