Nature of the Disclosure

This is a notice for an Extraordinary General Meeting (EGM) of Batliboi Limited, convened to seek shareholder approval for five items of special business. The meeting is scheduled to be held on Friday, November 6, 2026, at 11:30 A.M. (IST) through Video Conference/Other Audio-Visual Means, in compliance with MCA and SEBI circulars. Physical attendance is not permitted.

The notice is submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Item No. 1: Variation of Terms of Preference Shares

This resolution seeks approval to vary the terms of 6,92,480 existing 1% Redeemable Non-Cumulative Preference Shares (RNCPS) of ₹100 each held by Mr. Nirmal Bhogilal (Promoter and Chairman). The variation involves converting them into 6,92,480 Compulsorily Convertible Preference Shares (CCPS) of ₹100 each.

  • Conversion Mechanism: The CCPS will be compulsorily convertible into equity shares on demand made by the Company, exercisable at any time after allotment but on or before the expiry of 18 months from the date of allotment. The Company shall convert any unexercised portion on the last day of the period specified in Regulation 162 of the SEBI ICDR Regulations.
  • Conversion Price: The conversion into equity shares will be at a price of ₹113.50 per equity share. This price is noted as being higher than the independently determined fair value of ₹90.31 per equity share from a valuer's report.
  • Terms of CCPS: The CCPS will carry a 1% non-cumulative dividend, have preferential rights to dividend and capital repayment over equity shares, and carry no voting rights. The resultant equity shares will rank pari passu with existing shares and be subject to lock-in as per SEBI ICDR Regulations.
  • Financial Impact: The variation will reduce the company's liability towards the holder, and the RNCPS will be treated as 'redeemed' from the date of CCPS allotment.

Item No. 2: Preferential Allotment from CCPS Conversion

This resolution seeks approval for the preferential allotment of equity shares to Mr. Nirmal Bhogilal upon conversion of the CCPS (from Item 1).

  • Allotment Details: Approval is sought to issue and allot up to 6,10,114 equity shares of ₹5 each to Mr. Nirmal Bhogilal.
  • Issue Price: The shares will be allotted at the Conversion Price of ₹113.50 per share (consideration other than cash).
  • Relevant Date: The Relevant Date for price determination is October 7, 2026 (30 days prior to the EGM date).
  • Valuation & Compliance: The valuation report by CA Harsh Chandrakant Ruparelia (Registered Valuer, IBBI/RV/05/2019/11106) dated Oct 7, 2026, a certificate from A R C H and Associates (Chartered Accountants), and a compliance certificate from D. S. Momaya & Co. LLP (Practising Company Secretary) are taken on record.
  • Terms: The shares will be in dematerialized form, rank pari passu, and be subject to lock-in as per SEBI ICDR Regulations. The allotment must be completed within 15 days of passing the resolution or 15 days after receiving any pending regulatory approval.
  • Impact on Control: The issue will not result in a change of control.

Item No. 3: Amendment to Loan Agreement

This resolution seeks approval to amend the loan agreement/arrangement with Mr. Nirmal Bhogilal to include a clause allowing for the conversion of the outstanding unsecured loan into equity shares of the Company.

Item No. 4: Preferential Allotment from Loan Conversion

This resolution seeks approval for the preferential allotment of equity shares to Mr. Nirmal Bhogilal towards conversion of an outstanding unsecured loan.

  • Loan Details: The principal amount of the loan is ₹15,00,00,000 (Fifteen Crore).
  • Allotment Details: Approval is sought to issue and allot up to 13,21,585 equity shares of ₹5 each to Mr. Nirmal Bhogilal.
  • Issue Price: The shares will be allotted at ₹113.50 per share (consideration other than cash). The outstanding loan amount will be adjusted against the subscription price.
  • Relevant Date: October 7, 2026.
  • Valuation & Compliance: The same valuation report, CA certificate, and company secretary compliance certificate as in Item 2 are referenced and taken on record.
  • Terms: Similar to Item 2, the shares will be dematerialized, rank pari passu, be subject to lock-in, and be allotted within 15 days (or 15 days post-regulatory approval).

Combined Shareholding Impact (Items 2 & 4)

The explanatory statement provides a combined pre and post-issue shareholding pattern for both preferential issues:

  • Pre-issue Capital: 4,72,26,840 equity shares.
  • Promoter & Promoter Group: 3,41,92,521 shares (72.41%)
  • Public: 1,30,34,319 shares (27.59%)
  • Post-issue Capital: 4,91,58,539 equity shares (an increase of 19,31,699 shares).
  • Promoter & Promoter Group: 3,61,24,220 shares (73.49%)
  • Public: 1,30,34,319 shares (26.51%)
  • Mr. Nirmal Bhogilal's Holding: His holding will increase from 1,40,47,258 equity shares (29.75%) to 1,59,78,957 equity shares (32.51%) post-issue. The company notes there will be no change in control, but the increase in promoter holding is being examined for implications under the SEBI SAST Regulations.

Item No. 5: Appointment of Independent Director

This resolution seeks approval for the appointment of Mr. Shankaran Rajaram Vignesh (DIN: 02803903) as an Independent Director.

  • Term: His term will be for five consecutive years, from October 7, 2026, to October 6, 2031.
  • Background: He was appointed as an Additional Independent Director by the Board on October 7, 2026. He has submitted a declaration of independence and eligibility. His profile mentions over two decades of experience in industrial manufacturing, including a role as Managing Director at Stanley Engineered Fastening India and as Founder and Managing Partner of a99.

General EGM Information

  • Cut-off Date for Notice Eligibility: October 2, 2026.
  • Cut-off Date for Voting Eligibility: October 30, 2026.
  • Remote E-Voting Period: Commences on Tuesday, November 3, 2026 (9:00 A.M. IST) and ends on Thursday, November 5, 2026 (5:00 P.M. IST).
  • Scrutinizer: M/s. D. S. Momaya & Co LLP, Practicing Company Secretaries, Mumbai, appointed to scrutinize the voting process.
  • e-Voting Provider: Central Depository Services (India) Limited (CDSL).