Key Resolution Details

Item No. 1: Issuance of warrants convertible into equity shares on preferential basis

  • Special Resolution proposed for issuance of up to 2,00,00,000 (Two Crore) Convertible Warrants
  • Issue price: ₹23.50 per Warrant
  • Total issue size: ₹47,00,00,000 (Forty-Seven Crores)
  • Each Warrant convertible into 1 fully paid-up equity share of face value ₹1 at a premium of ₹22.50 per share
  • Conversion period: Within 18 months from date of allotment
  • Allottees: 15 entities belonging to non-promoter category

Proposed Allottees and Allocation

| S. No. | Name | Category | Number of Warrants |

| 1 | Mr. Irfan Chapra | Non-Promoter | 21,75,000 |

| 2 | Ms. Reshma Chapra | Non-Promoter | 21,75,000 |

| 3 | Mr. Vishal Maniar | Non-Promoter | 25,00,000 |

| 4 | Ms. Payal Maniar | Non-Promoter | 12,00,000 |

| 5 | Mr. Jasbir Singh Batra | Non-Promoter | 5,00,000 |

| 6 | Mr. Ranjit Singh Batra | Non-Promoter | 5,00,000 |

| 7 | Mr. Gurminder Kaur | Non-Promoter | 4,00,000 |

| 8 | Jasbir Singh And Sons HUF | Non-Promoter | 4,00,000 |

| 9 | Mr. Sarabdeep Kaur Darshan Singh | Non-Promoter | 4,00,000 |

| 10 | Ranjit Singh and Sons HUF | Non-Promoter | 4,00,000 |

| 11 | Multiplex Capital Limited | Non-Promoter | 3,50,000 |

| 12 | Mr. Hiren Hiralal Shiyal | Non-Promoter | 22,50,000 |

| 13 | Mr. B A Abdul Nasir | Non-Promoter | 22,50,000 |

| 14 | Mr. Soofikhan Kalander Asif | Non-Promoter | 22,50,000 |

| 15 | Mr. B H Rizwan | Non-Promoter | 22,50,000 |

Payment Terms

  • 25% upfront payment (₹5.875 per warrant) payable at subscription
  • 75% balance payment (₹17.625 per warrant) payable at time of conversion
  • Unexercised warrants after 18 months will lapse with upfront amount forfeited

Pricing Basis

  • Relevant Date for floor price determination: June 12, 2026 (30 days prior to deemed resolution date)
  • Floor price: ₹23.17 per warrant (higher of 90-day VWAP ₹23.17 or 10-day VWAP ₹22.26)
  • Issue price ₹23.50 is above floor price
  • Valuation report obtained from Ms. Kavita Joshi, Chartered Accountant and Registered Valuer (IBBI Registration No. IBBI/RV/06/2025/15868)

Purpose of Issue

Funds required for:

  • Working capital requirements
  • Business expansion initiatives
  • General corporate purposes

Voting Details

  • Cut-off date for eligibility: Wednesday, June 10, 2026
  • Remote e-voting period: Saturday, June 13, 2026 (9:00 AM) to Sunday, July 12, 2026 (5:00 PM)
  • Results announcement: Within 2 working days after e-voting closure
  • Scrutinizer: Mr. Chethan Nayak K (FCS 4736, CP 3140) and failing him Mrs. Ujala Rani (FCS: 11570, CP: 11814) of Chethan Nayak & Associates
  • No physical ballot forms will be accepted

Shareholding Impact

  • Pre-issue paid-up capital: 30,00,00,000 equity shares
  • Post-issue capital (assuming full conversion): 32,00,00,000 equity shares
  • Promoter holding dilution: From 73.33% to 68.75%
  • Public shareholding increase: From 26.67% to 31.25%

Additional Information

  • Warrants and resulting shares will be in dematerialized form
  • Equity shares will rank pari-passu with existing shares
  • Board authorized to modify terms within regulatory framework
  • No assets charged as security for the issue
  • No preferential allotments made during FY 2026-27 prior to this issue