EGM Details

  • Meeting Type: 01st Extra-Ordinary General Meeting for FY 2026-2027
  • Date: Friday, 30th October 2026
  • Time: 11:00 A.M.
  • Venue: Rajora Banquets, Ground Floor, Mind Space, 1406/15, Chincholi Bunder Road, Opp. Sheetal Banquets, Next to Knox Plaza, Ram Nagar, Malad West, Mumbai, Maharashtra – 400064
  • Record Date: Friday, 23rd October 2026 (for determining members entitled to vote)
  • Remote e-Voting Period: Monday, 26th October 2026 (9:00 A.M.) to Thursday, 29th October 2026 (5:00 P.M.) via NSDL

Business to be Transacted

Item 1: Special Resolution - Increase in Authorised Share Capital and Consequent Alteration of MOA and AOA

  • Current Authorised Capital: ₹20,00,000 divided into 2,00,000 Equity Shares of ₹10 each
  • Proposed Authorised Capital: ₹70,00,000 divided into 7,00,000 Equity Shares of ₹10 each
  • Purpose: To meet increased fund requirements and future business expansion plans
  • Legal Basis: Sections 13, 61, 64 and other applicable provisions of Companies Act, 2013
  • Board Approval Date: 18th September 2026
  • Impact: Requires alteration of Clause V of Memorandum of Association and relevant Articles of Association

Item 2: Special Resolution - Issue of Equity Shares on Preferential Basis to Non-Promoters for Cash Consideration

  • Total Issue Size: Up to 5,00,000 Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹48 per share
  • Total Proceeds: ₹2,40,00,000
  • Relevant Date for Pricing: Wednesday, 30th September 2026 (30 days prior to EGM date)
  • Legal Basis: Sections 23, 42, 62 of Companies Act, 2013; SEBI ICDR Regulations; SEBI LODR Regulations; SEBI Takeover Regulations
  • Board Approval Date: 18th September 2026

Preferential Issue Details

Proposed Allottees and Allocation

| Sr. No | Name | Current Status | Shares to be Allotted | Proposed Status | Post-Issue Holding % |

| 1 | Nimesh Sahadeo Singh | Non-Promoter | 3,25,000 | Promoter* | 46.43% |

| 2 | Jaya Prem Rajdev | Non-Promoter | 31,000 | Non-Promoter | 4.43% |

| 3 | Pramesh Wealth Private Limited | Non-Promoter | 30,000 | Non-Promoter | 4.29% |

| 4 | Modi Jaymin Piyushbhai | Non-Promoter | 30,000 | Non-Promoter | 4.29% |

| 5 | Vanita Pravin Patel | Non-Promoter | 28,000 | Non-Promoter | 4.00% |

| 6 | Mittal Nilesh Sangani | Non-Promoter | 28,000 | Non-Promoter | 4.00% |

| 7 | Neha Manish Shanghvi | Non-Promoter | 28,000 | Non-Promoter | 4.00% |

*Mr. Nimesh Sahadeo Singh's allotment will trigger mandatory open offer under SEBI Takeover Regulations, potentially leading to reclassification as Promoter.

Utilization of Proceeds

  • Investment & Loans for expansion: ₹1,80,00,000 (not less than this amount)
  • General Corporate Purpose: ₹60,00,000
  • Utilization Timeline: Within 12 months from receipt of funds
  • Flexibility: BSE Circular allows ±10% variation in allocation between objects

Shareholding Pattern Impact

  • Pre-Issue Capital: 2,00,000 shares (Promoters: 73.52%, Non-Promoters: 26.48%)
  • Post-Issue Capital: 7,00,000 shares (Promoters: 21.01%, Non-Promoters: 78.99%)
  • Promoter Dilution: From 73.52% to 21.01% (assuming full subscription)

Key Terms and Conditions

  • Listing: Equity shares will be listed on BSE subject to approvals
  • Lock-in: As per Chapter V of SEBI ICDR Regulations
  • Allotment Timeline: Within 15 days of shareholder approval or within 15 days of last regulatory approval
  • Consideration: 100% payment required before allotment from allottees' bank accounts
  • Form: Shares will be allotted in dematerialized form only

Takeover Code Implications

  • Mr. Nimesh Sahadeo Singh's acquisition of 3,25,000 shares (46.43% post-issue) triggers Regulations 3(1) and 4 of SEBI Takeover Regulations
  • Mandatory open offer requirement to public shareholders
  • Potential change in control and promoter classification upon completion

Voting Arrangements

  • Scrutinizer: CS Nuren Nirmal Lodaya, Practicing Company Secretary
  • Remote e-Voting: Through NSDL from 26th to 29th October 2026
  • Physical Voting: Ballot paper voting at EGM for members not using remote e-voting
  • Result Declaration: Within 2 working days after EGM, to be posted on company website and forwarded to BSE

Other Meeting Information

  • Register Closure: 24th October 2026 to 30th October 2026 (both days inclusive)
  • Proxy Submission: At registered office at least 48 hours before meeting
  • RTA: KFin Technologies Limited
  • Company Website: www.oseaspre.com
  • Explanatory Statement: Available as part of the notice pursuant to Section 102 of Companies Act, 2013

Director and KMP Interests

None of the Directors or Key Managerial Personnel or their relatives are interested in the resolutions, except to the extent of their shareholding if any.