Meeting Details

The 37th Annual General Meeting will be held on Wednesday, September 30, 2026 at 03:00 p.m. through Video Conferencing/Other Audio Visual Means in accordance with applicable circulars issued by the Ministry of Corporate Affairs and SEBI.

Proposed Resolutions and Implications

The addendum provides revised disclosures for three specific aspects of the preferential allotment resolution:

Intent of Subscription: Except for Shashin Patel (a member of the promoter group), none of the promoters/promoter group, directors, key managerial personnel or senior management intend to subscribe to the proposed preferential issue under resolution nos. 8 and 9.

Shareholding Pattern Changes: The preferential issue involves allotment of up to 22,03,50,029 equity shares through two tranches:

  • Non-Promoter Tranche Allotment to Lenders
  • Promoter Tranche Allotment to Shashin Patel

Pre-issue and post-issue shareholding patterns:

| Category | Pre-Issue Shares | Pre-Issue % | Post-Issue Shares | Post-Issue % | Fully Diluted Shares | Fully Diluted % |

| Promoter & Promoter Group | 4,37,87,981 | 25.52% | 11,93,43,536 | 30.45% | 11,93,43,536 | 29.85% |

| Public | 12,77,82,819 | 74.48% | 27,25,77,293 | 69.55% | 28,05,27,043 | 70.15% |

| Total | 17,15,70,800 | 100.00% | 39,19,20,829 | 100.00% | 39,98,70,579 | 100.00% |

*After considering 79,49,750 ESOP grants under the company's ESOP Scheme

Basis of Pricing:

Non-Promoter Tranche Allotment (to Lenders):

  • Conversion of lender debt as part of RBI-guided debt restructuring under Reserve Bank of India (Commercial Banks – Resolution of Stressed Assets) Directions, 2025
  • Exempt from Chapter V of SEBI ICDR Regulations under Regulation 158(6)
  • Conversion price determined as lower of:

(1) Average of weekly high/low of VWAP during 26 weeks or 2 weeks preceding Reference Date: ₹9.34

(2) Book value per share from latest audited balance sheet: ₹46.69

  • Final conversion price: ₹9.34 per share
  • Reference Date: March 13, 2026 (date bank approved restructuring scheme)
  • Certified by two independent valuers: Bhavesh M Rathod and Avani Vishnubhai Patel

Promoter Tranche Allotment (to Shashin Patel):

  • Governed by Companies Act, 2013 and Chapter V of SEBI ICDR Regulations
  • Floor price determined as higher of:

a) 90 trading days VWAP preceding Relevant Date

b) 10 trading days VWAP preceding Relevant Date

  • Relevant Date: August 31, 2026 (30 days prior to shareholder meeting)
  • Highest trading volume recorded on NSE during preceding 90 trading days
  • Floor price: ₹9.00 per share
  • Independent valuation by Abhishek Chhajed, Company Secretary (IBBI/RV/03/2020/13674): ₹8.28 per share
  • Final issue price: ₹9.00 per share (higher than valuation report)

Compliance and Regulatory References

The addendum ensures compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Companies Act, 2013
  • Reserve Bank of India (Commercial Banks – Resolution of Stressed Assets) Directions, 2025
  • Ministry of Corporate Affairs circulars

Additional Information

The valuation report for the Promoter Tranche Allotment is available for inspection at the company's registered office during business hours (10:00 a.m. to 12:00 noon on working days) and on the company website at https://www.sadbhaveng.com/investors/.