Prabhhans Industries EGM Approves Name Change and Acquisitions

Meeting Date: Friday, October 30, 2026 at 12:30 PM IST
Mode: Video Conferencing/Other Audio-Visual Means
Cut-off Date for Voting: Friday, October 23, 2026
Remote e-Voting Period: October 27, 2026 (9:00 AM) to October 29, 2026 (5:00 PM)
Service Provider: CDSL

Purpose: To broaden business activities to include product lifecycle management with focus on batteries and energy storage systems
Current Objects: Manufacturing, trading of textiles, garments and fashion products
Proposed New Objects: Business of product lifecycle management including sourcing, procurement, design, development, manufacturing, assembly, processing, integration, testing, repair, refurbishment, reconditioning, remanufacturing, quality assurance, warehousing, logistics, packaging, distribution, import, export, marketing, trading, leasing, renting, resale, recycling of products with primary focus on batteries and energy storage systems
Additional Services: Diagnostics, testing, grading, battery health assessment, repurposing, second-life applications, warranty management, after-sales support, buy-back, exchange, trade-in, asset recovery, recycling, material recovery, sustainable disposal, circular economy solutions

Current Name: Prabhhans Industries Limited
Proposed New Name: Exigo Cleantech Solutions Limited
Changes Required: Alteration of Clause 1 of MOA and substitution of name throughout Articles of Association
Rationale: To reflect proposed business activities in clean technology, sustainable solutions, battery lifecycle management, energy storage systems, recycling and circular economy solutions

Current Location: Plot No.270E/A, MCH No.985, Road No.10, Jubilee Hills, Hyderabad, Telangana-500033
Proposed Location: State of Haryana (exact address not specified)
Approval Required: Regional Director, Ministry of Corporate Affairs
Legal Advisor: M/s. Amit Saxena & Associates, Company Secretaries

Current Authorized Capital: ₹12,00,00,000 comprising 1,20,00,000 equity shares of ₹10 each
Proposed Authorized Capital: ₹38,00,00,000 comprising 3,80,00,000 equity shares of ₹10 each
Increase: ₹26,00,00,000 (216.67% increase)
Purpose: To facilitate company's proposed business expansion and future fund-raising requirements

Target Company: MTOW Mobility Private Limited (CIN: U46909DL2023PTC422690)
Business: Manufacturing, buying, selling of batteries, electric vehicles, automotive components
Acquisition: 25,000 equity shares (100% of fully diluted paid-up capital)
Consideration: Issue of 1,05,68,750 equity shares of Prabhhans at ₹41.30 per share
Total Value: ₹43,64,89,375
Swap Ratio: 1691 equity shares of Prabhhans for every 4 equity shares of MTOW
Price Composition: Face value ₹10 + Premium ₹31.30
Relevant Date: September 30, 2026
Allottees:
Pankaj Chopra: 42,27,500 shares (12.21% post-issue)
Anagh Ojha: 42,27,500 shares (12.21% post-issue)
9N9 Ventures Pvt. Ltd.: 19,02,375 shares (5.50% post-issue)
Kanika Khanna: 2,11,375 shares (0.61% post-issue)
Valuer: Mr. Bhavin R Patel (IBBI/RV/05/2019/11668)
Timeline: Allotment to be completed within 15 days of resolution passing

Target Company: Reown Device Private Limited (CIN: U52110UP2022PTC164357)
Business: Refurbishment, trading, repair of mobile phones, laptops, electronic goods
Acquisition: 10,000 equity shares (100% of fully diluted paid-up capital)
Consideration: Issue of 1,78,00,000 equity shares of Prabhhans at ₹41.30 per share
Total Value: ₹73,51,40,000
Swap Ratio: 1780 equity shares of Prabhhans for every 1 equity share of Reown
Price Composition: Face value ₹10 + Premium ₹31.30
Relevant Date: September 30, 2026
Allottees:
Exigo Recycling Private Limited: 90,78,000 shares (26.22% post-issue)
Ashok Sharma: 35,60,000 shares (10.28% post-issue)
Raman Sharma: 40,99,340 shares (11.84% post-issue)
Sandeep Bardia: 9,39,840 shares (2.71% post-issue)
Mahavir Kumar Bothra: 1,22,820 shares (0.43% post-issue)
Valuer: Mr. Hitesh Jhamb (IBBI/RV/11/2019/12355)
Timeline: Allotment to be completed within 15 days of resolution passing

Total Shares Issued: 2,83,68,750 equity shares
Total Consideration Value: ₹117,16,29,375
Post-issue Capital Structure:
Promoter Shareholding: 62.49% (from 0.40%)
Public Shareholding: 37.51% (from 99.60%)
Total Paid-up Capital: 3,46,16,990 shares
Open Offer Trigger: Acquirers (Pankaj Chopra, Anagh Ojha, Exigo Recycling, Raman Sharma) required to make open offer under SEBI SAST Regulations

Number of Warrants: 33,45,000
Issue Price: ₹41.30 per warrant
Total Potential Proceeds: ₹13,81,48,500 (upon full exercise)
Payment Terms: 25% upfront (₹10.325 per warrant), balance 75% on exercise
Exercise Period: 18 months from allotment date
Conversion: Each warrant convertible into 1 equity share of ₹10 each
Allottees:
Exigo Recycling Private Limited: 10,00,000 warrants (26.55% on full exercise)
Raman Sharma: 5,00,000 warrants (12.12% on full exercise)
Pankaj Chopra: 1,00,000 warrants (11.40% on full exercise)
Anagh Ojha: 3,00,000 warrants (11.93% on full exercise)
7 other allottees: 14,45,000 warrants
Purpose: Business expansion in electric mobility, batteries, automotive components, electronics refurbishment

Capital Dilution: Significant dilution expected with issuance of 2.84 crore shares for acquisitions and 33.45 lakh warrants
Change in Control: Current promoters' shareholding to reduce from 0.40% to being reclassified as public, new acquirers to become promoters
Subsidiary Formation: MTOW Mobility and Reown Device to become wholly-owned subsidiaries
Business Transformation: Shift from textiles manufacturing to cleantech, battery lifecycle management, and electronic goods refurbishment

Valuation Reports: By registered valuers for both target companies
Company Secretary Certificate: M/s. Amit Saxena & Associates certifying compliance with SEBI ICDR Regulations
Share Swap Agreements: Dated September 30, 2026 for both acquisitions
Inspection Documents: Available electronically including MOA, AOA, financial statements, valuation reports