EGM Details

  • Meeting Date: Thursday, July 9, 2026
  • Time: 5:00 PM IST
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Deemed Venue: Registered Office of the Company (B-1014, 10th Floor, Damji Shamji Corporate Square, Laxmi Nagar, Ghatkopar (East) Mumbai – 400075)
  • Cut-off date for eligibility: Thursday, July 2, 2026

Business Items for EGM

Item No. 1: Preferential Issue of 40,00,000 Equity Shares

Resolution Type: Special Resolution

Key Terms:

  • Issue of 40,00,000 equity shares of face value ₹10 each at ₹17 per share (including premium of ₹7)
  • Total issue size: ₹6,80,00,000
  • Allotment to be completed within 15 days of shareholder approval (or within 15 days of regulatory approvals if pending)
  • Shares to rank pari-passu with existing equity shares
  • Subject to lock-in as per SEBI ICDR Regulations

Allottees and Allocation:

| S. No. | Name | Category | Type | No. of Shares | Amount (₹) |

| 1 | Virendra Capital Markets Pvt Ltd | Promoter Group | Body Corporate | 11,00,000 | 1,87,00,000 |

| 2 | Volatile Investment and Finance Pvt Ltd | Non-Promoter | Body Corporate | 4,25,000 | 72,25,000 |

| 3 | Symphony Sales Pvt. Ltd. | Non-Promoter | Body Corporate | 4,25,000 | 72,25,000 |

| 4 | Keti-KJ Constructions (India) Limited | Non-Promoter | Body Corporate | 13,50,000 | 2,29,50,000 |

| 5 | KRJ Infraprojects Private Limited | Non-Promoter | Body Corporate | 7,00,000 | 1,19,00,000 |

| Total | | | | 40,00,000 | 6,80,00,000 |

Item No. 2: Preferential Issue of 40,00,000 Convertible Warrants

Resolution Type: Special Resolution

Key Terms:

  • Issue of 40,00,000 warrants convertible into equity shares
  • Issue price: ₹17 per warrant (25% payable on allotment, 75% on conversion)
  • Conversion period: 18 months from allotment date
  • Each warrant convertible into 1 equity share of ₹10 face value at premium of ₹7
  • Total potential issue size: ₹6,80,00,000
  • Unconverted warrants will lapse and paid amount forfeited

Allottees and Allocation:

| S. No. | Name | Category | Type | No. of Warrants | Amount (₹) |

| 1 | Sudhir Jain | Promoter | Individual | 4,40,000 | 74,80,000 |

| 2 | Sunit Jain | Promoter | Individual | 2,20,000 | 37,40,000 |

| 3 | Neha Jain | Promoter | Individual | 2,20,000 | 37,40,000 |

| 4 | Samyak Jain | Promoter | Individual | 2,20,000 | 37,40,000 |

| 5 | Volatile Investment and Finance Pvt Ltd | Non-Promoter | Body Corporate | 11,50,000 | 1,95,50,000 |

| 6 | Symphony Sales Pvt. Ltd. | Non-Promoter | Body Corporate | 11,50,000 | 1,95,50,000 |

| 7 | Aditya Fincom Private Limited | Non-Promoter | Body Corporate | 6,00,000 | 1,02,00,000 |

| Total | | | | 40,00,000 | 6,80,00,000 |

Pricing Details

  • Relevant Date: June 9, 2026 (30 days prior to EGM date)
  • Floor Price as per SEBI ICDR Regulations: ₹16.40
  • Issue Price: ₹17 (above floor price)
  • Valuation report dated June 12, 2026 by CA Aman Bandi, Registered Valuer (IBBI/RV/06/2025/15767)

Objects of the Issue

Total fund requirement: ₹13,60,00,000 (considering 100% conversion of warrants and full equity allotment)

| Purpose | Amount (₹) | % of Total | Utilization Timeline |

| Acquisition of new business undertaking/unit/company | 10,33,60,000 | 76% | Within 18 months from receipt |

| General corporate purposes | 3,26,40,000 | 24% | Within 18 months from receipt |

Shareholding Pattern Impact

Pre-issue capital: 79,97,200 equity shares

Post-issue scenario (assuming full conversion):

  • After equity allotment: 1,19,97,200 shares
  • After warrant conversion: 1,59,97,200 shares
  • Promoter holding increases from 22.35% to 24.93%
  • Public holding decreases from 77.65% to 75.07%
  • No change in control of the company

Voting Arrangements

  • Remote e-voting period: July 6, 2026 (9:00 AM) to July 8, 2026 (5:00 PM)
  • E-voting service provider: CDSL
  • Scrutinizer: Mr. Ajit Jain, Proprietor of M/s. Ajit Jain & Co.
  • Company Secretary for grievance redressal: Mrs. Nancy Jain

Other Material Information

  • No preferential allotment made during FY2025-26 or FY2026-27 till date
  • Neither company nor promoters/directors are willful defaulters or fugitive economic offenders
  • All allottees hold shares in dematerialized form
  • Company is compliant with all continuous listing requirements
  • Funds pending utilization will be kept in term deposits with scheduled commercial banks