Key Business Item

Approval of material related party transactions with Oswal Greentech Real Estate Development L.L.C, Dubai (a subsidiary of the company) and with Mr. Shael Oswal (Vice-Chairperson & Non-Executive Director) for an overall limit of AED 100 million (UAE Dirham One Hundred Million).

Transaction Details

Initial Capitalization Structure:

  • Oswal Greentech Limited: 38,000 equity shares at par aggregating AED 3,80,00,000 (95% of initial share capital)
  • Mr. Shael Oswal: 2,000 equity shares at par aggregating AED 20,00,000 (5% of initial share capital)
  • Total initial capitalization: AED 4,00,00,000 (40,000 equity shares of AED 1,000 each)

Future Subscription Framework:

  • Further equity issues will be offered to both shareholders in proportion to their shareholding
  • Aggregate equity share capital shall not exceed AED 10,00,00,000 (Overall Limit)
  • If Mr. Shael Oswal does not subscribe to his proportionate entitlement, the Company may subscribe within the Overall Limit
  • Mr. Shael Oswal's percentage holding will be diluted accordingly if he doesn't participate

Currency and Exchange Rate Considerations:

  • Overall Limit fixed in UAE Dirham (AED)
  • Indicative exchange rate: AED 1 = ₹25.92
  • Overall Limit equivalent to approximately ₹259.20 crore
  • Indian Rupee equivalent may fluctuate with exchange rates, but AED limit cannot be exceeded

Regulatory Context and Requirements

Materiality Threshold:

  • Company's annual consolidated turnover for FY 2025-26: ₹3,680.69 lakh
  • Materiality threshold: 10% of turnover = ₹368.07 lakh
  • Both limbs of transaction exceed materiality threshold

Regulatory Approvals Required:

  • Prior approval of Members by Ordinary Resolution under Regulation 23(4) of Listing Regulations
  • Audit Committee approval obtained on November 04, 2026
  • Board of Directors approval obtained on November 04, 2026

Voting Restrictions:

  • Related parties cannot vote to approve the resolution
  • This includes promoters and promoter group members: Mrs. Aruna Oswal, Mr. Shael Oswal, and Oswal Agro Mills Limited
  • Any votes cast in favour by related parties will not be counted

Timeline and Process Details

Key Dates:

  • Cut-off date for eligibility: October 30, 2026 (Friday)
  • E-voting commencement: November 07, 2026 (Saturday) at 09:00 AM IST
  • E-voting conclusion: December 06, 2026 (Sunday) at 05:00 PM IST
  • Results declaration: On or before December 08, 2026
  • E-Voting Event Number (EVEN): 143422

Service Providers:

  • NSDL engaged for remote e-voting facility
  • Scrutinizer: M/s Anuj Gupta & Associates, Practising Company Secretaries (FRN: S2015DE314800)
  • Representative: Mr. Anuj Gupta, Membership No. A31025

Business Rationale and Justification

Strategic Purpose:

  • Extend company's core real estate development business to UAE and GCC markets
  • Controlled subsidiary structure for international expansion
  • Capital deployment in tranches as projects require rather than all at once

Transaction Terms:

  • Subscription at par value for all shares
  • Identical terms for both shareholders
  • Company retains at least 95% ownership and full control
  • OGRED will be consolidated in company's financial statements

Director Investment Rationale:

  • Promoter's co-investment aligns interests with venture success
  • No preferential pricing, rights, or benefits extended to Mr. Shael Oswal
  • His holding cannot exceed 5%
  • Company not funding his subscription directly or indirectly

Financial and Legal Considerations

Funding Source:

  • Company's investment from own funds/internal accruals
  • No financial indebtedness incurred for this investment
  • Mr. Shael Oswal to fund his subscription from personal funds

Legal Framework:

  • Investment under automatic route of Foreign Exchange Management (Overseas Investment) Rules, 2022
  • Within limits under Section 186(2) of Companies Act, 2013
  • Board approval under Sections 179(3)(e) and 186(5) obtained
  • No special resolution under Section 186(3) required

Additional Information

Document Availability:

  • Available on company website: www.oswalgreens.com
  • Available on BSE website: www.bseindia.com
  • Available on NSE website: www.nseindia.com
  • Available on NSDL website: www.evoting.nsdl.com

Historical Context:

  • Board approved subsidiary incorporation on June 22, 2026
  • OGRED incorporation completed on October 27, 2026
  • No previous transactions with these related parties in FY 2025-26 or current year through September 30, 2026