Company Disclosure

Board Meeting Details

The meeting commenced at 12:30 PM and concluded at 04:05 PM at the company's Corporate Office.

Key Decisions and Approvals

1. Amendment to Articles of Association

The Board approved amendments to the company's Articles of Association (AoA) to explicitly grant the company power to issue warrants and/or other convertible securities.

  • A new clause Article 8A will be inserted immediately following existing Article 8
  • The amendment permits the company to undertake further issuance of "warrants and/or other convertible securities" subject to applicable laws
  • Amendments are subject to shareholder approval by special resolution
  • Effective immediately upon receipt of shareholder approval
  • Purpose: To expressly enable the company to issue securities convertible into equity shares, including warrants, in connection with the proposed preferential issue

2. Preferential Issue of Warrants

The Board approved the issuance and allotment of up to 16,45,000 (Sixteen Lakh Forty Five Thousand) Fully Convertible Warrants to Promoter & Promoter Group entities:

  • Issue Type: Preferential and/or private placement basis
  • Issue Price: ₹152 per Warrant
  • Total Issue Size: Up to ₹25,00,40,000 (Twenty-Five Crore Forty Thousand)
  • Conversion Terms: Each warrant carries right to subscribe to one Equity Share of face value ₹10
  • Tenor: 18 months from date of allotment
  • Payment Terms: 25% of issue price payable at subscription, remaining 75% payable upon exercise of warrants
  • Unconverted Warrants: Any unconverted warrants shall lapse and paid amount shall stand forfeited

Allottee Details

| S. No. | Name | Category | No. of Warrants |

| 1 | Mr. Om Prakash Maheshwari | Promoter | 1,64,500 |

| 2 | Mr. Pramod Kumar Maheshwari | Promoter | 1,64,500 |

| 3 | Mr. Nawal Kishore Maheshwari | Promoter | 1,64,500 |

| 4 | Mrs. Neelima Maheshwari | Promoter Group | 1,64,500 |

| 5 | Mrs. Shilpa Maheshwari | Promoter Group | 1,64,500 |

| 6 | Mrs. Rekha Maheshwari | Promoter Group | 1,64,500 |

| 7 | Mr. Anmol Maheshwari | Promoter Group | 1,64,500 |

| 8 | Mr. Parv Maheshwari | Promoter Group | 1,64,500 |

| 9 | Ms. Priyal Maheshwari | Promoter Group | 1,64,500 |

| 10 | Wellwin Technosoft Limited | Promoter Group | 1,64,500 |

| Total | | | 16,45,000 |

Shareholding Impact Analysis

The disclosure includes pre and post-preferential issue shareholding patterns on a fully diluted basis (assuming full warrant exercise):

Mr. Om Prakash Maheshwari:

  • Pre-issue: 13,86,300 shares (7.62%)
  • Post-issue: 15,50,800 shares (7.82%)

Mr. Pramod Kumar Maheshwari:

  • Pre-issue: 21,38,216 shares (11.75%)
  • Post-issue: 23,02,716 shares (11.61%)

Mr. Nawal Kishore Maheshwari:

  • Pre-issue: 13,85,800 shares (7.62%)
  • Post-issue: 15,50,300 shares (7.81%)

Mrs. Neelima Maheshwari:

  • Pre-issue: 13,39,500 shares (7.36%)
  • Post-issue: 15,04,000 shares (7.58%)

Pricing Details

  • Issue Price: ₹152 per Warrant (₹10 face value + ₹142 premium per equity share)
  • Floor Price: ₹150.80 per Equity Share (as per SEBI ICDR Regulations Regulation 164(1))
  • Premium over Floor Price: ₹1.20 per Equity Share

3. Committee Authorization

The Board constituted and authorized a Preferential Issue Committee to take all necessary actions and finalize/approve relevant documents for the issue.

4. Extraordinary General Meeting

  • The Board approved convening an EGM on Monday, November 02, 2026
  • Purpose: To obtain shareholder approval for the preferential issue and AoA amendments

5. Scrutinizer Appointment

  • Mr. Amit Gupta, Advocate, appointed as Scrutinizer to scrutinize the e-voting process for the EGM

Financial Impact

The preferential issue will result in cash inflow of up to ₹25,00,40,000 upon full subscription and exercise of warrants. The capital structure will be diluted upon conversion of warrants into equity shares.

Approval Requirements

  • Shareholder approval by special resolution at EGM
  • Applicable regulatory approvals