EGM Details

  • Meeting Date: Monday, November 02, 2026
  • Time: 04:00 PM (IST)
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Cut-off date for voting rights: Monday, October 26, 2026

Remote E-Voting Schedule

  • Commencement: Thursday, October 29, 2026 at 09:00 AM IST
  • End: Sunday, November 01, 2026 at 05:00 PM IST
  • E-Voting Agency: National Securities Depository Limited (NSDL)

Business Items

ITEM NO. 1: Amendment to Articles of Association

Resolution Type: Special Resolution

Purpose: To amend the Articles of Association by inserting new Article 8A to grant the company power to issue warrants and/or other convertible securities.

Key Provisions of Article 8A:

  • Company may issue warrants and/or convertible securities to any person
  • May be issued with or without consideration, with or without refundable/forfeitable deposit
  • May be issued at premium or at par
  • Board may determine terms, conditions, rights, and privileges
  • Conversion may be in single or multiple tranches

Authorization: Mr. Pramod Kumar Maheshwari (MD & CEO), Mr. Om Prakash Maheshwari (ED & CFO), and Mr. Manmohan Pareek (CS & CO) are authorized to implement the resolution and file necessary documents.

ITEM NO. 2: Issuance of Fully Convertible Warrants

Resolution Type: Special Resolution

Issue Details:

  • Total Warrants: Up to 16,45,000 (Sixteen Lakh Forty-Five Thousand)
  • Warrant Price: ₹152 per warrant (₹10 face value + ₹142 premium)
  • Total Issue Size: ₹25,00,40,000 (Twenty-Five Crores Forty Thousand)
  • Allottees: Promoter & Promoter Group members
  • Issue Basis: Preferential and/or private placement

Allottee Details:

| No. | Name | Category | Warrants | Amount (₹) |

| 1 | Mr. Om Prakash Maheshwari | Promoter | 1,64,500 | 2,50,04,000 |

| 2 | Mr. Pramod Kumar Maheshwari | Promoter | 1,64,500 | 2,50,04,000 |

| 3 | Mr. Nawal Kishore Maheshwari | Promoter | 1,64,500 | 2,50,04,000 |

| 4 | Mrs. Neelima Maheshwari | Promoter Group | 1,64,500 | 2,50,04,000 |

| 5 | Mrs. Shilpa Maheshwari | Promoter Group | 1,64,500 | 2,50,04,000 |

| 6 | Mrs. Rekha Maheshwari | Promoter Group | 1,64,500 | 2,50,04,000 |

| 7 | Mr. Anmol Maheshwari | Promoter Group | 1,64,500 | 2,50,04,000 |

| 8 | Mr. Parv Maheshwari | Promoter Group | 1,64,500 | 2,50,04,000 |

| 9 | Ms. Priyal Maheshwari | Promoter Group | 1,64,500 | 2,50,04,000 |

| 10 | Wellwin Technosoft Limited | Promoter Group | 1,64,500 | 2,50,04,000 |

| Total | | | 16,45,000 | 25,00,40,000 |

Payment Terms:

  • 25% (₹38 per warrant) payable at time of warrant allotment
  • 75% (₹114 per warrant) payable at time of equity share conversion

Conversion Terms:

  • Warrants convertible into 1 equity share each of face value ₹10
  • Tenor: 18 months from date of allotment
  • May be exercised in one or more tranches
  • Unexercised warrants shall lapse after 18 months
  • Amount paid on lapsed warrants shall be forfeited

Allotment Timeline:

  • Within 15 days from shareholder approval date
  • If regulatory approvals pending, within 15 days from receipt of last approval

Voting and Listing:

  • Warrants carry no voting rights until conversion
  • Equity shares allotted upon conversion will rank pari passu with existing shares
  • Equity shares will be listed on stock exchanges subject to approvals

Lock-in Requirements:

  • Warrants and resultant equity shares subject to lock-in as per SEBI ICDR Regulations
  • Preferential shareholding of promoters subject to lock-in requirements

Pricing Details

Relevant Date: October 1, 2026 (30 days prior to EGM date)

Floor Price Calculation (as per SEBI ICDR Regulation 164(1)):

  • 90-day VWAP: ₹117.34 per equity share
  • 10-day VWAP: ₹150.80 per equity share
  • Floor Price: ₹150.80 (higher of the two)

Issue Price: ₹152 per warrant (₹1.20 premium over floor price, approximately 0.80% premium)

Certification: Bharat Rathore & Associates, Practicing Company Secretaries, certified the price computation on October 9, 2026.

Objects of the Issue

Proceeds will be utilized as follows:

| Sr. No. | Particulars | Amount (₹) | Utilization Timeline |

| 1 | Augmentation of capital for lending, AUM growth, and capital adequacy ratios | 24,25,40,000 | Within 12 months of receipt |

| 2 | General Corporate Purposes | 75,00,000 | Within 12 months of receipt |

General Corporate Purposes include strategic initiatives, business development, funding growth opportunities, and meeting expenses. The company may deviate ±10% from the allocation based on future circumstances.

Shareholding Pattern Impact

Pre-issue Capital (as of September 25, 2026):

  • Total Shares: 1,81,92,939
  • Promoter Holding: 1,16,07,816 shares (63.80%)
  • Public Holding: 65,85,123 shares (36.20%)

Post-issue Capital (on fully diluted basis after 100% conversion):

  • Total Shares: 1,98,37,939
  • Promoter Holding: 1,32,52,816 shares (66.81%)
  • Public Holding: 65,85,123 shares (33.19%)

Documents Available

  • Draft amended Articles of Association on company website
  • Practicing Company Secretary certificate for pricing (dated October 9, 2026)
  • Practicing Company Secretary certificate for regulatory compliance (dated October 9, 2026)

Authorization

The Board (or its committee) is authorized to:

  • Negotiate, finalize, and execute all necessary documents
  • Seek approvals from regulatory authorities
  • Appoint intermediaries and incur related expenses
  • Open bank accounts for the issue proceeds
  • Delegate powers to officials as deemed necessary