Cosmic CRF ₹96 Cr swap to buy NS Engineering, EOGM 2026

Overview of the board decisions

Cosmic CRF Limited has cleared a set of corporate actions that could reshape its group structure and capital flexibility. The company has finalised plans to acquire the remaining stake in N.S. Engineering Projects Pvt. Ltd. through a share swap. In parallel, it has approved migration from the SME platform to the main boards of BSE and NSE. The board has also approved an increase in the company’s borrowing and investment limits.

All these proposals are subject to shareholder approval at an Extra Ordinary General Meeting (EOGM) scheduled for September 2, 2026. The meeting will be held through Video Conferencing or Other Audio-Video Means (OAVM). The cut-off date to determine voting eligibility has been set as August 26, 2026.

Share swap plan to make N.S. Engineering wholly owned

Cosmic CRF has approved the full acquisition of its subsidiary, N.S. Engineering Projects Pvt. Ltd., through a preferential allotment. The structure disclosed is a share swap involving issuance of 7,25,041 new equity shares at an issue price of ₹1,330 per share. Based on the announced terms, the implied consideration works out to about ₹96.43 crore (7,25,041 shares multiplied by ₹1,330).

A separate disclosure in the provided information also describes the transaction as an approval to buy a 26% stake in N.S. Engineering Projects Pvt. Ltd. via preferential allotment, to convert it into a wholly-owned subsidiary. Read together, the stated objective is to acquire the remaining 26% so that Cosmic CRF holds 100% of N.S. Engineering Projects Pvt. Ltd.

Key terms: equity issuance and pricing

The proposal involves issuance of new shares rather than cash payment. This means existing shareholders will vote on an action that can change the equity base of the company. The issue price disclosed is ₹1,330 per share, and the number of shares to be issued is 7,25,041.

The company has positioned the share issuance as a route to complete the acquisition and achieve full ownership in the subsidiary. Any further details on swap ratio mechanics or specific counterparty allocations are not included in the provided text. What is clearly stated is the count of new shares and the issue price per share.

SME-to-main board migration on BSE and NSE

Alongside the acquisition resolution, Cosmic CRF has approved migration from the BSE SME platform to the main boards of BSE and NSE. A main board listing typically comes with different compliance requirements and broader investor participation compared with an SME platform listing.

The proposal still requires shareholder approval at the same EOGM. The provided text also flags that meeting regulatory listing requirements is a key condition for completing the migration.

Borrowing and investment limits proposed at ₹1,000 crore

Cosmic CRF has approved a proposal to increase its borrowing cap to ₹1,000 crore. The provided information also states that borrowing and investment limits are proposed to be increased from ₹200 crore to ₹1,000 crore.

This is a governance and capital planning resolution that also goes to shareholders at the EOGM. The company’s disclosures do not specify the instruments or timelines for any future borrowing. The action, as stated, is a limit enhancement rather than a confirmed fund-raise.

EOGM schedule, voting route, and cut-off date

Shareholder approval is required for the acquisition, the migration, and the borrowing limit enhancement. The EOGM date disclosed is September 2, 2026, and the meeting will be conducted via VC/OAVM.

The cut-off date for voting eligibility is August 26, 2026. Investors holding shares as of that date, subject to applicable rules, will be eligible to vote on the resolutions.

NCLT-linked step for Amzen Transportation acquisition

Separately, the provided text states that upon NCLT approval, Cosmic CRF will acquire 100% shareholding in Amzen Transportation Industries Private Limited. The note clearly links this acquisition to NCLT approval.

No valuation, consideration structure, or timeline is provided beyond the dependency on NCLT approval. Still, it indicates another potential consolidation action beyond the N.S. Engineering transaction.

FY26 financial snapshot: consolidated growth and cash flow swing

Cosmic CRF reported a 74% increase in consolidated net profit to ₹506.32 crore for FY26, compared with ₹290.26 crore in FY25. Consolidated revenue from operations rose 78% to ₹716.60 crore from ₹401.63 crore in FY25. Profit before tax was reported at ₹617.98 crore for FY26 versus ₹370.86 crore for FY25.

The company also reported a positive operating cash flow of ₹3.59 crore in FY26, reversing a negative operating cash flow of ₹89.16 crore in the previous year. It also disclosed an order book of ₹760 crore.

In another set of figures provided as financial highlights, annual consolidated revenue for FY26 was stated as ₹716.60 crore (reported as ₹71,660.03 lakh) and annual consolidated profit was stated as ₹506.32 crore (reported as ₹5,056.32 lakh), consistent with the consolidated numbers above after unit conversion.

Stock and market metrics mentioned in the provided data

Multiple market snapshots are included in the provided information. They show that Cosmic CRF’s market capitalisation was reported at different levels in different contexts, including ₹1,341 crore and ₹1,033.77 crore (as of July 6, 2026), and also ₹1,228.62 crore (date not specified in the text). A share price snapshot mentions ₹1,179 as of July 6, 2026, and another closing price point of ₹1,334.95.

The dataset also lists: Stock P/E of 26.0, price-to-book of 3.2, book value of ₹453, EPS of ₹55.0, ROCE of 17.5%, ROE of 12.4%, and number of shares of 0.92 crore. Since these are presented as point-in-time market metrics, readers should treat them as snapshots rather than a single consolidated market view.

What the resolutions could change for investors

If shareholders approve the resolutions and the company completes the steps, Cosmic CRF would move toward a simpler group structure by making N.S. Engineering Projects Pvt. Ltd. a wholly-owned subsidiary. The preferential allotment is also a direct equity action, so investors may track how the new shares affect the overall equity base.

A successful main board migration can also alter the stock’s trading environment, though the outcome depends on completion of regulatory and listing requirements. Separately, the borrowing and investment limit increase to ₹1,000 crore expands the company’s headroom for funding and investment decisions, but it does not by itself confirm immediate leverage addition.

Key facts at a glance

Consolidated FY26 vs FY25 metrics (as provided)

Conclusion and next milestones

Cosmic CRF’s agenda combines a group consolidation move, a listing platform upgrade plan, and a higher borrowing and investment limit. The immediate next checkpoint is the EOGM on September 2, 2026, with voting eligibility tied to the August 26, 2026 cut-off date.

Beyond the shareholder vote, the main board migration will also depend on meeting regulatory listing requirements, while the acquisition of Amzen Transportation Industries Private Limited is explicitly linked to NCLT approval.