Key Resolutions

Item No. 1: Preferential Issue of Convertible Warrants

Special Resolution for issuance of up to 10,68,182 Fully Convertible Equity Share Warrants on preferential basis to persons belonging to promoter and non-promoter category.

Financial Details:

  • Issue Price: ₹110 per warrant (₹10 face value + ₹100 premium)
  • Total Issue Size: ₹11,75,00,020 (₹11.75 crore)
  • Relevant Date for Pricing: July 2, 2026 (30 days prior to EGM)

Payment Terms:

  • 25% of consideration payable on allotment of warrants
  • Balance 75% payable at time of conversion within 18 months
  • Non-conversion within 18 months results in forfeiture of amount paid

Conversion Terms:

  • Each warrant convertible into 1 equity share of ₹10 face value
  • Conversion must be completed within 18 months from allotment
  • Equity shares allotted within 15 days of conversion exercise
  • Resultant shares rank pari-passu with existing shares

Utilization of Proceeds:

  • Working Capital: ₹1.75 crore (within 2 years)
  • Business Expansion: ₹4 crore (phased as per requirements)
  • Warehouse Land Purchase: ₹6 crore (phased as per requirements)

Allottee Details (12 allottees):

  • Mr. Siddhartha Roy Burman (Promoter): 2,27,273 warrants
  • 11 Non-Promoter allottees including individuals and entities: 8,40,909 warrants
  • Gold Circle Venture Partners LLP: 90,909 warrants
  • Siddharth Harshad Parikh (HUF): 68,182 warrants

Shareholding Impact:

  • Pre-issue paid-up capital: 1,83,78,382 shares
  • Post-issue capital (full conversion): 1,94,46,564 shares
  • Promoter holding changes from 59.89% to 57.77%
  • Non-promoter holding changes from 40.11% to 42.23%

Lock-in Requirements:

  • Promoter warrants: 1 year lock-in from allotment date
  • Promoter shares from conversion: 18 months from trading approval (20% cap), excess locked for 6 months
  • Non-promoter warrants: 1 year lock-in from allotment date
  • Non-promoter shares from conversion: 6 months lock-in from trading approval
  • Pre-preferential holdings locked for 90 trading days from allotment

Regulatory Compliance:

  • Complies with Chapter V of SEBI ICDR Regulations, 2018
  • Valuation report obtained from IBBI registered valuer (Mr. Vikram Kumar Singh, Registration No. IBBI/RV/06/2019/11320)
  • No change in control anticipated
  • No open offer obligation under Takeover Regulations

Item No. 2: Appointment of Independent Director

Special Resolution for appointment of Mr. Sekhar Bhattacharjee (DIN: 05125932) as Non-Executive Independent Director.

Term: July 2, 2026 to July 1, 2031 (5 years)

Background:

  • Currently serves as Additional Director since July 2, 2026
  • 35+ years experience in Compliance, Governance and Legal
  • Previously associated with Tractors India group, ABB and ALSTOM groups
  • Currently holds directorship in WEBFIL Limited
  • Chairman of Audit Committee and Member of Stakeholders Relationship Committee at WEBFIL Limited

Remuneration:

  • Sitting fees for Board/Committee meetings
  • Expense reimbursement for meeting participation
  • Commission as approved by members
  • Currently holds no shares in the company

EGM Logistics

Date & Time: Saturday, August 1, 2026 at 11:30 AM IST

Mode: Video Conferencing/Other Audio Visual Means

Cut-off Date: July 25, 2026 for voting eligibility

Voting Arrangements:

  • Remote e-voting period: July 29, 2026 (9:00 AM) to July 31, 2026 (5:00 PM)
  • E-voting facility during EGM through NSDL
  • Scrutinizer: CS Atul Kumar Labh, Practicing Company Secretary (FCS 4848/CP 3238)