Meeting Details

The 34th Annual General Meeting will be held on Friday, September 25, 2026 at 12:30 p.m. IST through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical presence of shareholders. The meeting is deemed to be conducted at the Registered Office situated at Survey no. 777, Umarsadi Desaiwad Road, Village Umarsadi, Taluka Pardi, District Valsad, Gujarat - 396175.

Ordinary Business

1. To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY 2025-2026 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY 2025-2026 with Report of Auditors

2. To appoint director in place of Mr. Ashish Ashokkumar Shah (DIN: 06701501) who retires by rotation and offers himself for re-appointment

Special Business

Item 3: Enhancement in limits under Section 180(1)(a)

  • Special Resolution to enhance limit to sell, lease, transfer, pledge, encumber, charge, or dispose off assets/undertakings
  • Aggregate amount not exceeding ₹2000 Crores (over and above paid-up share capital, free reserves and securities premium)
  • Previous limit: ₹500 Crores

Item 4: Increase in borrowing powers under Section 180(1)(c)

  • Special Resolution to borrow money through various instruments
  • Total outstanding borrowings shall not exceed ₹2000 Crores at any time
  • Previous limit: ₹500 Crores
  • Excludes temporary loans from bankers in ordinary course of business

Item 5: Approval to enhance limit for loans/guarantees/security under Section 185

  • Special Resolution for giving loans/guarantees/security to subsidiaries, associates, JVs or group entities
  • Aggregate amount not exceeding ₹2000 Crores
  • For capital expenditure, working capital requirements, and principal business activities

Item 6: Enhancement of limit under Section 186

  • Special Resolution for loans, advances, investments, guarantees or securities to other body corporates
  • Aggregate amount not exceeding ₹2000 Crores
  • To exceed 60% of paid-up share capital, free reserves and securities premium account

Item 7: Increase in Authorised Share Capital

  • Ordinary Resolution to increase Authorised Share Capital from ₹100 Crore to ₹2000 Crore
  • From 100 crore equity shares of ₹1 each to 2000 crore equity shares of ₹1 each
  • Consequential amendment to Clause V of Memorandum of Association
  • Current Paid-up Share Capital: ₹76,19,27,040 (76,19,27,040 equity shares of ₹1 each)

Item 8: Appointment of Secretarial Auditors

  • Ordinary Resolution to appoint M/s. Nikunj Kanabar & Associates (Firm Registration Number: S2024MH981100)
  • To fill casual vacancy caused by resignation of DM & Associates Company Secretaries LLP
  • Appointment for 5 years from FY 2026-27 to 2030-31
  • Remuneration to be fixed by Board of Directors

Item 9: Preferential Issue of Convertible Warrants

  • Special Resolution to issue 25,60,00,000 Convertible Warrants at ₹2.10 per warrant
  • Total issue size: ₹53,76,00,000
  • To non-promoter category allottees
  • Relevant date for pricing: August 26, 2026

Preferential Issue Details

Allottees and Allocation:

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

| 1 | Janak Jitendra Doshi | 90,00,000 | Non-Promoter |

| 2 | Manish Chanda HUF | 50,00,000 | Non-Promoter |

| 3 | Satyam S Joshi HUF | 14,00,00,000 | Non-Promoter |

| 4 | Usha Girish Shah | 90,00,000 | Non-Promoter |

| 5 | Chaitiya Girish Shah | 90,00,000 | Non-Promoter |

| 6 | Arvind Hirji Shah | 90,00,000 | Non-Promoter |

| 7 | Bhavna Sanjay Shah | 90,00,000 | Non-Promoter |

| 8 | Girish Hirji Shah | 90,00,000 | Non-Promoter |

| 9 | Sanjay Hirji Shah | 90,00,000 | Non-Promoter |

| 10 | Smit Shailesh Shah | 90,00,000 | Non-Promoter |

| 11 | Urmila Shailesh Shah | 90,00,000 | Non-Promoter |

| 12 | Mayur Kapadnis | 1,50,00,000 | Non-Promoter |

| 13 | Gauri Kapadnis | 1,50,00,000 | Non-Promoter |

| Total | | 25,60,00,000 | |

Warrant Terms:

  • 25% payment on allotment, 75% on conversion
  • Conversion period: 18 months from allotment date
  • Equity shares allotted on conversion will rank pari passu with existing shares
  • Warrants and resulting equity shares subject to lock-in as per SEBI ICDR Regulations

Utilization of Proceeds:

  • Capital expenditure: ₹19,05,76,000 (within 2 years)
  • Working capital: ₹20,00,00,000 (within 2 years)
  • General corporate purposes: ₹12,90,24,000 (within 2 years)
  • Issue expenses: ₹1,80,00,000 (within 2 years)

Shareholding Pattern Impact:

  • Pre-issue shares: 76,19,27,040 (excluding 18,18,79,020 shares from FCCB conversion pending listing approval)
  • Post-issue shares (assuming full conversion): 1,01,79,27,040
  • Significant increase in non-promoter institutional and individual holdings

Voting Arrangements

  • Register of Members closed from September 19, 2026 to September 25, 2026
  • Remote e-voting period: September 22, 2026 (9:00 AM) to September 24, 2026 (5:00 PM)
  • Cut-off date for voting rights: September 18, 2026
  • NSDL appointed as e-voting service provider

Financial Impact

  • Potential capital infusion of ₹53.76 crore through warrant issue
  • Enhanced borrowing capacity up to ₹2000 crore
  • Increased authorized capital provides flexibility for future fundraising
  • No immediate cash flow impact from resolutions except warrant issue

Director Details for Re-appointment

  • Mr. Ashish Ashokkumar Shah (DIN: 06701501), Executive Director
  • Date of Birth: November 18, 1983 (42 years)
  • First appointed: June 26, 2023
  • Qualifications: B.Com & LLB
  • Shareholding: 1,01,561 shares
  • Attended 14 board meetings during FY 2025-2026