Nature of the Event

Regulatory filing of a notice for an Extraordinary General Meeting (EGM) to be held virtually, pursuant to SEBI and MCA circulars.

Key Agenda Items and Details

Item No. 1: Issue of Convertible Warrants on Preferential Basis

A Special Resolution is proposed to issue, offer, and allot up to 10,00,000 (Ten Lakh) Convertible Warrants.

Financial Details:

  • Each warrant has a face value of ₹10 and an issue price of ₹151 (₹10 face value + ₹141 premium).
  • Total aggregate consideration: ₹15,10,00,000 (Fifteen Crores Ten Lakh).
  • Price justification: The price of ₹151 is based on a valuation report from an independent registered valuer, Mr. Snehal Shah (IBBI Registration No.: IBBI/RV/06/2019/11772), and is higher than the calculated floor prices:
  • 90-day VWAP: ₹146.04
  • 10-day VWAP: ₹150.19

Terms of Issue:

  • Each warrant is convertible into one equity share of ₹10 each.
  • Conversion period: 18 months from the date of allotment.
  • Payment terms: 25% of the issue price (₹37.75 per warrant) is payable upon subscription. The remaining 75% (₹113.25) is payable upon conversion.
  • If conversion is not exercised within 18 months, the warrants lapse, and the amount paid is forfeited.
  • The equity shares issued on conversion will rank pari-passu with existing shares and will be listed on BSE.
  • The warrants and resultant shares will be subject to lock-in as per SEBI ICDR Regulations.

Allottees:

The warrants are to be allotted to the following persons:

1. Mr. Manish Mavji Dedhia (Promoter, Managing Director & CFO): 4,75,000 warrants

2. Mr. Sanjay Mavji Dedhia (Promoter, Executive Vice Chairman & Managing Director): 3,25,000 warrants

3. Rikhav Securities Limited (Non-Promoter, Listed Entity): 2,00,000 warrants

Objects of the Issue:

The entire proceeds of ₹15.10 crore are intended to be utilized for Working Capital Requirements within 6 months of receipt of funds.

Shareholding Impact (Post full conversion):

  • Pre-issue paid-up capital: 1,35,77,956 equity shares.
  • Post-issue paid-up capital: 1,45,77,956 equity shares.
  • Promoter holding will increase from 67.77% (92,01,699 shares) to 68.61% (1,00,01,699 shares).
  • The change in control: None. The issue will not result in any change in the management or control of the Company.

Regulatory and Procedural Details:

  • Relevant Date for pricing: August 10, 2026.
  • Allotment must be completed within 15 days of passing the special resolution and receiving all regulatory approvals.
  • The company undertakes to recompute the price if required by SEBI regulations.

Item No. 2: Appointment of Independent Director

An Ordinary Resolution is proposed to appoint Ms. Drishti Shailesh Thakker (DIN: 11888392) as a Non-Executive Independent Director.

Appointment Details:

  • She was first appointed as an Additional Director on August 14, 2026.
  • The proposed term is for 5 consecutive years, from August 14, 2026, to August 13, 2031.
  • She is not liable to retire by rotation.
  • She has submitted a declaration confirming she meets the independence criteria under the Companies Act, 2013, and SEBI LODR Regulations.

Director Profile:

  • Age: 33
  • Qualifications: Company Secretary, Bachelor of Laws (LL.B), Bachelor of Commerce (B.Com).
  • Expertise: Corporate governance, SEBI and FEMA regulations, public issue management (IPO/FPO), CSR and ESG governance.
  • Current shareholding: Nil.
  • She is not related to any other director or KMP of the company.

EGM Logistics

  • Date & Time: Wednesday, September 9, 2026, at 2:30 P.M. (IST)
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off date for determining members eligible to vote: Wednesday, September 02, 2026.
  • Remote e-voting period: Opens on Saturday, September 05, 2026, at 9:00 AM and closes on Tuesday, September 08, 2026, at 5:00 PM.
  • Scrutinizer: Mr. Maharshi Ganatra, Practicing Company Secretary (FCS: 11332; COP: 14520), has been appointed to scrutinize the voting process.