Key Resolutions for Shareholder Approval

Item No. 1: Alteration in Authorised Share Capital

Proposes to increase the Authorised Share Capital of the Company from the existing ₹29,00,00,000 (divided into 2,12,00,000 Equity Shares of ₹10 each and 78,00,000 Preference Shares of ₹10 each) to ₹45,00,00,000 (divided into 3,72,00,000 Equity Shares of ₹10 each and 78,00,000 Preference Shares of ₹10 each). This creates an additional 1,60,00,000 equity shares, aggregating ₹16,00,00,000. A consequential amendment to Clause V of the Memorandum of Association is proposed.

Item No. 2: Preferential Issue of Convertible Warrants

Seeks approval to issue, on a preferential basis, 56,65,000 warrants convertible into equity shares of face value ₹10 each. The issue price is set at ₹83 per warrant (including a premium of ₹73), aggregating to ₹47,01,95,000.

Proposed Allottees and Allocation:

| Sr. No | Name of Proposed Allottee | No. of Warrants | Category |

| 1 | Hede Consultancy Company Private Limited | 15,00,000 | Promoter Group |

| 2 | Shibanee Harlalka | 1,50,000 | Promoter |

| 3 | Glacier Trades Pvt Ltd | 14,00,000 | Promoter Group |

| 4 | Samit Prafulla Hede | 13,00,000 | Promoter |

| 5 | Colaba Real Estate Private Limited | 6,00,000 | Promoter Group |

| 6 | Prafulla Rajaram Hede | 2,55,000 | Promoter |

| 7 | Fine Papyrus Private Limited | 4,50,000 | Non-Promoter |

| 8 | Amit Shah | 10,000 | Non-Promoter |

| | Total | 56,65,000 | |

Key Terms of Warrant Issue:

  • Amount payable on allotment of warrants: 25% of the issue price.
  • Amount payable before conversion: 75% of the total consideration.
  • Warrants to be allotted within 15 days of passing the resolution.
  • Tenure of warrants shall not exceed 18 months from the date of allotment.
  • Warrants not converted within 18 months shall lapse, and the amount paid shall be forfeited.
  • Equity shares allotted on conversion shall rank pari-passu with existing shares.
  • The 'Relevant Date' for pricing is Friday, 11th September 2026.
  • The floor price was calculated as per SEBI ICDR Regulations. The 90-day VWAP was ₹82.68, and the 10-day VWAP was ₹73.55. The issue price of ₹83 is higher than both.

Object of the Issue: The proceeds (₹47.02 crore) are proposed to be utilized for:

  • Acquisition of Land for future expansion: ₹36,00,00,000 (within 18 months)
  • General Corporate Purpose: ₹11,01,95,000

Shareholding Pattern Impact: The post-issue shareholding pattern (assuming full conversion) shows promoter & promoter group holding increasing from 69.80% to 74.57%.

Item No. 3: Investments, Loans, Guarantees under Section 186

Seeks approval for the Board to grant loans, make investments, and provide guarantees/securities exceeding the limits prescribed under Section 186 of the Companies Act, 2013. The proposed aggregate limit for such transactions is ₹700,00,00,000 (Rupees Seven Hundred Crore).

Item No. 4: Related Party Transaction - Land Acquisition

Seeks approval for a material related party transaction to purchase/acquire a land parcel in Goa, Velha, Survey No. 15 ad measuring 7,000 sq. mts. from M/s. Hede Consultancy Company Private Limited (a Promoter Group entity) for a cash consideration of ₹36,00,00,000 (Rupees Thirty-Six Crore). This transaction is governed by Section 188 of the Companies Act, 2013 and SEBI LODR Regulations.

Postal Ballot Process Details

  • Cut-off Date: Friday, 4th September 2026.
  • E-voting Period: Commences Monday, 14th September 2026 (9:00 AM IST) and ends Tuesday, 13th October 2026 (5:00 PM IST).
  • Scrutinizer: Mrs. Pooja Gala of M/s. Pooja Gala & Associate, Practicing Company Secretaries.
  • Result Declaration: On or before Thursday, 15th October 2026.
  • The notice is being sent only in electronic mode. The notice and explanatory statement are available on the company's website (www.hbgindia.com) and the NSDL e-voting website.