Batliboi Approves Preferential Share Conversion and Director Appointment

1. Appointment of Registered Valuer

Approved appointment of CA Harsh Chandrakant Ruparelia (IBBI Registration No. IBBI/RV/05/2019/11106) as registered valuer for the preferential issue valuation.

2. Preferential Issue for Loan Conversion

Approved preferential issue of up to 1,321,585 equity shares (face value ₹5 each) to Mr. Nirmal Bhogilal (Promoter and Chairman)
Conversion of unsecured loan of ₹15,00,00,000 (principal amount) extended by Mr. Bhogilal
Issue price: ₹113.50 per equity share (higher than independently determined fair value of ₹90.31 per share)
Price not lower than floor price determined as per SEBI ICDR Regulations Regulation 164
Subject to approval of members in General Meeting and other statutory/regulatory approvals
Transaction value: Approximately ₹15 crore

3(a). Variation of Preference Share Terms

Approved variation of terms of 692,480 1% Redeemable Non-Cumulative Preference Shares (face value ₹100 each) held by Mr. Nirmal Bhogilal
Variation to render preference shares compulsorily convertible into equity shares on demand
Currently carrying preferential dividend of 1% per annum
Subject to consent of preference shareholders (special resolution/three-fourths consent), approval of equity shareholders, and other statutory/regulatory approvals

3(b). Preferential Issue for Preference Share Conversion

Approved preferential issue of up to 610,114 equity shares (face value ₹5 each) to Mr. Nirmal Bhogilal
For consideration other than cash upon conversion of 692,480 preference shares (after variation of terms)
Issue price: ₹113.50 per equity share (higher than independently determined fair value of ₹90.31 per share)
Price not lower than floor price determined as per SEBI ICDR Regulations Regulation 164
Preference shares shall be compulsorily convertible into equity shares on demand upon variation of terms
Subject to approval of members in General Meeting and other statutory/regulatory approvals
Transaction value: Approximately ₹6.92 crore

4. Appointment of Additional Director

Approved appointment of Mr. Shankaran Rajaram Vignesh (DIN: 02803903) as Additional Director designated as Non-Executive Independent Director
Term: Five years effective October 7, 2026
Not liable to retire by rotation
Mr. Vignesh is not debarred from holding director office by SEBI or any authority
Not related to any Director of the Company
Satisfies independence criteria under Companies Act, 2013 and SEBI Listing Regulations
Profile: Over two decades experience in industrial manufacturing, former Managing Director of Stanley Engineered Fastening India, currently Founder and Managing Partner of a99 (investing in Indian manufacturing)

5. ESOP Allotment

Allotted 13,333 shares (face value ₹5 each) at exercise price of ₹45 each
Allotted 16,666 shares (face value ₹5 each) at exercise price of ₹55 each
Total ESOP allotment: 29,999 shares
Shares rank pari passu with existing equity shares
Post-allotment paid-up equity share capital increased from ₹23,61,34,200 (4,72,26,840 shares) to ₹23,62,84,195 (4,72,56,839 shares)

Equity capital increase of ₹1,49,995 from ESOP allotment (quantified)
Potential equity dilution from preferential issues of up to 1,931,699 shares (subject to approvals)
Conversion of ₹15 crore promoter loan and ₹6.92 crore preference shares into equity (subject to approvals)

All preferential issues and variation of terms subject to shareholder and regulatory approvals.