Meeting Details

  • Date: Monday, August 10, 2026
  • Time: 11:30 A.M. IST
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Cut-off Date: Monday, August 03, 2026
  • Type: Extraordinary General Meeting
  • Deemed Venue: Registered Office of the Company at Office No. 501 to 511, Harshit Corporate, Amanaka, Raipur, Chhattisgarh, India, 492001

Proposed Resolutions and Implications

Item No. 1 - Issuance of Fully Convertible Equity Warrants

Special Resolution to issue up to 8,695,400 fully convertible equity warrants on preferential basis:

Key Terms:

  • Face Value: Rs. 10 per warrant
  • Issue Price: Rs. 115 per warrant (including premium of Rs. 105)
  • Total Consideration: Rs. 999,971,000
  • Conversion: 1 equity share per warrant within 18 months from allotment
  • Upfront Payment: 25% at allotment, balance 75% at conversion

Proposed Allottees and Allocation:

| Allottee | Category | Warrants | Amount (Rs.) |

| Anjaneya Minerals Private Limited | Promoter Group | 6,608,600 | 759,989,000 |

| Suresh Kumar Goyal (Chairman & MD) | Promoter | 347,800 | 39,997,000 |

| Vikas Kumar Goyal (CEO & MD) | Promoter | 347,800 | 39,997,000 |

| Bhavesh Khetan (COO & Executive Director) | Non-promoter | 347,800 | 39,997,000 |

| Bikash Agrawal (CSO & Executive Director) | Non-promoter | 347,800 | 39,997,000 |

| Saurabh Patil (Executive Director) | Non-promoter | 347,800 | 39,997,000 |

| Anu Garg (Chief Financial Officer) | Non-promoter | 347,800 | 39,997,000 |

Utilization of Proceeds:

  • Investment in subsidiary for greenfield/brownfield projects, land, machinery, technology acquisition, and R&D
  • Capital expenditure for modernization and operational efficiency
  • Incremental working capital requirements
  • General corporate purposes (up to 25% of proceeds)

Voting Process and Methods

Remote E-Voting:

  • Platform Provider: KFin Technologies Limited
  • Period: Friday, August 07, 2026 (9:00 a.m. IST) to Sunday, August 09, 2026 (5:00 p.m. IST)
  • Eligibility: Members holding shares as of cut-off date (August 03, 2026)

E-Voting During Meeting:

  • Members attending through VC/OAVM who haven't voted remotely can vote during the meeting
  • Members who voted remotely can attend but cannot vote again

Voting Methods:

1. Individual demat holders: Through NSDL/CDSL portals using demat credentials

2. Physical shareholders and non-individuals: Through KFintech platform using EVEN and folio number

Key Voting Outcomes and Scrutinizer Details

Scrutinizer Appointment:

  • Mr. Rohtash Kumar Agrawal, Proprietor of M/s. Rohtash Agrawal & Co., Practicing Company Secretary
  • Membership No. F-5537, COP No. 4015
  • Responsibilities: Scrutinize voting process and prepare consolidated report within 2 working days of meeting conclusion

Result Declaration:

  • Results with scrutinizer's report will be placed on company website (www.sambhv.com) and KFintech website (https://evoting.kfintech.com)
  • Results will be communicated to BSE Limited and National Stock Exchange of India Limited

Compliance with Laws and Regulations

The proposed preferential issue complies with:

  • Companies Act, 2013 and relevant rules
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Foreign Exchange Management Act, 1999
  • Ministry of Corporate Affairs circulars for virtual meetings

Pricing Compliance:

  • Relevant Date: July 10, 2026 (30 days prior to EGM)
  • Floor Price Calculation: Higher of 90-day VWAP (Rs. 112) or 10-day VWAP (Rs. 114)
  • Final Issue Price: Rs. 115 (above floor price of Rs. 114)
  • Certificate from practicing company secretary obtained as per Regulation 163(2) of SEBI ICDR Regulations

Signatories and Roles

Company Secretary and Compliance Officer:

  • Niraj Shrivastava
  • Membership No. F8459
  • Digitally signed the notice on July 16, 2026

Scrutinizer:

  • Rohtash Kumar Agrawal
  • Contact: rohtashagrawal@yahoo.com

Additional Financial and Legal Information

Shareholding Pattern Impact:

  • Pre-issue paid-up capital: 294,671,429 equity shares
  • Post-issue fully diluted capital: 303,366,829 equity shares (assuming full conversion)
  • Promoter holding will increase from 56.11% to 56.91%
  • Public holding will decrease from 43.89% to 43.09%

Lock-in Requirements:

  • Warrants and resultant equity shares subject to lock-in as per Regulation 167 of SEBI ICDR Regulations
  • Pre-preferential allotment shareholding of proposed allottees also subject to lock-in

Other Disclosures:

  • No preferential allotment made during current financial year
  • No change in control anticipated post-issue
  • Company has no outstanding dues to SEBI, stock exchanges, or depositories
  • Monitoring agency not required as issue size below Rs. 100 crore threshold

Document Availability

  • Company website: https://www.sambhv.com/investor-information.php
  • Stock exchange websites: www.bseindia.com and www.nseindia.com
  • KFintech website: https://evoting.kfintech.com