Kizi Apparels EGM for Capital Hike, Preferential Warrants

Date: Monday, 30th November, 2026
Time: 03:00 PM (IST)
Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
Remote e-voting period: From 09:00 AM on Friday, 27th November, 2026 to 05:00 PM on Sunday, 29th November, 2026
Record date: Monday, 23rd November, 2026

Resolution Type: Ordinary Resolution

Current authorized capital: ₹11,00,00,000 divided into 1,10,00,000 equity shares of ₹10 each
Proposed authorized capital: ₹16,00,00,000 divided into 1,60,00,000 equity shares of ₹10 each
Legal basis: Sections 13, 61, and 64 of Companies Act, 2013 read with Rule 15 of Companies (Share Capital and Debentures) Rules, 2014
Requires alteration of Clause V of Memorandum of Association

Resolution Type: Ordinary Resolution

Appointment of Mr. Raj Kumar Nathani (DIN: 12003295) as Non-Executive Director
Originally appointed as Additional Director (Non-Executive) with effect from 16th October, 2026
Holds office up to the date of this Annual General Meeting under Section 161 of Companies Act, 2013
Liable to retire by rotation

Resolution Type: Special Resolution

Issue Details:

Total warrants: 51,69,000 convertible warrants of face value ₹10 each
Issue price: ₹17.50 per warrant (including premium of ₹7.50 each)
Total issue size: ₹9,04,57,500
Conversion terms: Each warrant convertible into one equity share of ₹10 within 18 months from allotment date
Payment terms: 25% payable on allotment of warrants, 75% payable at time of conversion

Allottee Details:

| 1 | Abhishek Nathani | Promoter | 8,04,000 |

| 2 | Kiran Nathani | Promoter | 6,00,000 |

| 3 | Suchitra Nathani | Promoter Group | 5,01,000 |

| 4 | Raj Kumar Nathani | Promoter Group | 3,90,000 |

| 5 | Raj Kumar Nathani & Sons HUF | Promoter Group | 3,90,000 |

| 6 | Abhishek Nathani and Sons HUF | Promoter Group | 3,90,000 |

Pricing Basis:

Relevant Date: Friday, 30th October, 2026 (30 days prior to EGM)
Floor price: ₹17.43 per share (90-day VWAP)
Valuation report: Dated Monday, 2nd November, 2026 by Mr. Bhavin R. Patel (IBBI/RV/05/2019/11668), Registered Valuer
Issue price justification: ₹17.50 is higher than 90-day VWAP (₹17.43) and 10-day VWAP (₹15.27)

Objects of the Issue:

Shareholding Pattern Impact:

Pre-issue paid-up capital: 1,01,23,200 equity shares
Post-issue paid-up capital: 1,52,92,200 equity shares (after full conversion)
Promoter holding change: From 59.30% (60,02,800 shares) to 59.36% (90,77,800 shares)
Public holding change: From 40.70% (41,20,400 shares) to 40.64% (62,14,400 shares)

Regulatory Compliance:

SEBI ICDR Regulations: Chapter V compliance for preferential issues
SEBI LODR Regulations: Compliance with listing obligations
Lock-in requirements: As per SEBI ICDR Regulations, with additional lock-in periods as mutually agreed
Listing: Equity shares to be listed on BSE Limited
Company Secretary certificate: From CS Jinang Dineshkumar Shah confirming compliance

Timeline:

Warrant allotment: Within 15 days of special resolution approval or regulatory approvals
Conversion period: 18 months from warrant allotment date
Share allotment after conversion: Within 15 days of conversion request

Capital increase: Additional ₹5 crore authorized capital
Fund raising potential: Up to ₹9.04 crore through warrant issue
Dilution impact: 51.69 lakh additional shares upon full conversion (33.8% dilution)

Scrutinizer: Jinang Shah and Associates, Practicing Company Secretary
E-voting provider: National Securities Depository Limited (NSDL)
VC/OAVM compliance: As per MCA Circular No. 09/2024 and SEBI Circular dated 3rd October, 2024

Valuation report available for inspection at registered office during business hours
Explanatory statement provided as per Section 102 of Companies Act, 2013
No change in management or control anticipated post preferential issue
Company confirms compliance with minimum public shareholding requirements (25%)