EGM Details

The 1st Extra Ordinary General Meeting is scheduled to be held on Wednesday, 15th July 2026 at 11:30 A.M. (IST) through Video Conferencing/Other Audio-Visual Means. The meeting will consider two special business items.

Item 1: Increase in Authorised Share Capital

  • Current Authorised Share Capital: ₹22,10,00,000 divided into 2,21,00,000 Equity Shares of ₹10 each
  • Proposed Increased Authorised Share Capital: ₹22,80,00,000 divided into 2,28,00,000 Equity Shares of ₹10 each
  • Increase of 700,000 Equity Shares
  • Requires alteration of Clause V of Memorandum of Association
  • Board approved this increase on 18th June 2026 to meet increased fund requirements and future business expansion plans

Item 2: Preferential Issue of Equity Shares

  • Proposal to issue up to 8,00,000 Equity Shares of ₹10 each at issue price of ₹125 per share
  • Total fund raising: ₹10,00,00,000 (Ten Crore)
  • Issue to non-promoter public category investors
  • Relevant date for price determination: 15th June 2026
  • Shares will rank pari passu with existing equity shares

Proposed Allottees Details

The preferential issue involves 24 allottees with the following major allocations:

  • Mala Vijaykumar Doshi: 1,12,000 shares
  • Neha Nishit Goradia: 1,00,000 shares
  • Amit Balkrishna Arole: 80,000 shares
  • Sachin Bhanudas Chandsarkar: 80,000 shares (existing holder of 16,041 shares)
  • Avani Rajesh Shah: 36,800 shares
  • Other allottees receiving between 8,000-25,200 shares each

Fund Utilization Plan

Proceeds will be utilized as follows:

| Purpose | Mizzen Ventures | Mizzen Digital (subsidiary) | Total |

| Sales, marketing & business development | ₹25,00,000 | ₹2,50,00,000 | ₹2,75,00,000 |

| Technology platform upgrade & product development | ₹25,00,000 | ₹3,50,00,000 | ₹3,75,00,000 |

| Employee salaries & manpower costs | ₹25,00,000 | ₹2,00,00,000 | ₹2,25,00,000 |

| Working capital & general corporate purposes | ₹50,00,000 | ₹75,00,000 | ₹1,25,00,000 |

| Total | ₹1,25,00,000 | ₹8,75,00,000 | ₹10,00,00,000 |

Pricing and Valuation

  • Issue price: ₹125 per share determined as per Regulation 165 of SEBI ICDR Regulations
  • Valuation conducted by Bhavesh M. Rathod, Chartered Accountant and Registered Valuer
  • Valuation report available on company website

Shareholding Pattern Impact

| Category | Pre-Issue Shares | Pre-Issue % | Post-Issue Shares | Post-Issue % |

| Promoters & Promoter Group | 1,43,35,068 | 65.17% | 1,43,35,068 | 62.89% |

| Non-Promoter Holding | 76,59,932 | 34.83% | 84,59,932 | 37.11% |

| Grand Total | 2,19,95,000 | 100.00% | 2,27,95,000 | 100.00% |

Compliance and Regulatory Aspects

  • Requires special resolution approval from shareholders
  • Subject to BSE Limited approval
  • Equity shares will be subject to lock-in as per SEBI ICDR Regulations
  • Allotment to be completed within 15 days of resolution passing
  • Company maintains minimum 25% public shareholding as required
  • Certificate from practicing company secretary obtained for regulatory compliance

Key Dates

  • EGM Date: 15th July 2026
  • Remote e-voting period: 11th July 2026 (9:00 AM) to 14th July 2026 (5:00 PM)
  • Cut-off date for voting rights: 8th July 2026
  • Register of Members closure: 9th July 2026 to 15th July 2026

Additional Information

  • No change in control anticipated
  • No directors/promoters participating in the issue
  • Company confirms it is not a willful defaulter or fraudulent borrower
  • All allottees' shares are in dematerialized form
  • Company has no outstanding dues to SEBI, stock exchanges or depositories