Item No. 01: Increase in Authorized Share Capital

Current Capital: ₹11,10,00,000 divided into 1,11,00,000 equity shares of ₹10 each

Proposed Capital: ₹15,00,00,000 divided into 1,50,00,000 equity shares of ₹10 each

Increase Amount: ₹3,90,00,000

Requirement: Ordinary Resolution under Sections 61, 64 of Companies Act, 2013

Rationale: To accommodate proposed issue and allotment of equity shares and warrants

Current Issued/Subscribed/Paid-up Capital: ₹10,03,00,000 divided into 1,00,30,000 equity shares of ₹10 each

Clause Amendment: Clause V of Memorandum of Association requires alteration

Board Approval Date: October 14, 2026

Item No. 02: Preferential Issue of Equity Shares for Acquisition

Transaction Structure

Target Company: Success Electronics Private Limited

Acquisition: 2,00,000 equity shares (100% paid-up capital) of Success Electronics

Consideration: Issue of 21,00,000 equity shares of Sharvaya Metals (Swap Shares)

Swap Ratio: 2:21 (21 Sharvaya shares for every 2 Success shares)

Issue Price: ₹144 per equity share

Total Consideration: ₹30,24,00,000

Consideration Type: Non-cash (share swap)

Allottee Details

| Sr. No | Name | Category | Success Shares | Sharvaya Shares | Consideration (₹) |

| 1 | Mr. Shreyans Ravindra Katariya | Promoter | 44,050 | 4,62,525 | 6,66,03,600 |

| 2 | Ms. Ketaki Siddharth Katariya | Public | 33,550 | 3,52,275 | 5,07,27,600 |

| 3 | Ms. Sunita Satish Katariya | Public | 23,700 | 2,48,850 | 3,58,34,400 |

| 4 | Ms. Bharati Ravindra Katariya | Promoter Group | 33,700 | 3,53,850 | 5,09,54,400 |

| 5 | Ms. Komal Shrenik Katariya | Public | 15,000 | 1,57,500 | 2,26,80,000 |

| 6 | Ms. Shreya Siddharth Katariya | Public | 20,000 | 2,10,000 | 3,02,40,000 |

| 7 | Ms. Anushka Shreyans Katariya | Promoter Group | 30,000 | 3,15,000 | 4,53,60,000 |

| Total | | | 2,00,000 | 21,00,000 | 30,24,00,000 |

Regulatory Framework

  • Companies Act, 2013: Sections 23, 42, 62(1)(c)
  • SEBI (ICDR) Regulations, 2018: Chapter V
  • SEBI (LODR) Regulations, 2015
  • SEBI (SAST) Regulations, 2011
  • FEMA Regulations

Valuation Details

Relevant Date: October 7, 2026 (30 days prior to EGM)

Floor Price Calculation:

  • 90-day VWAP: ₹119.66
  • 10-day VWAP: ₹143.92

Minimum Price: ₹143.92 as per SEBI ICDR Regulations

Issue Price: ₹144 (rounded up from minimum price)

Company Valuer: CA Shwet Bhanushali (IBBI/RV/06/2025/15875)

Success Valuer: RV Bhavin R. Patel (IBBI/RV/05/2019/11668)

Valuation Date: October 14, 2026

Strategic Rationale for Acquisition

Success Electronics Business: Manufacturer of aluminium high-pressure die-cast (HPDC) components for electric vehicles and automotive industry

Existing Facilities: 218-tonne and 418-tonne HPDC machines

Financials (FY 2025-26): Revenue ~₹10.36Cr, PAT ~₹1.01Cr, zero bank debt

Synergy Benefits:

  • Complementary manufacturing processes (Sharvaya: precision machining; Success: die casting)
  • Integrated aluminium manufacturing ecosystem
  • Access to EV component market
  • Operational efficiencies and resource optimization
  • Diversification of product portfolio

Future Plans: Installation of 900-tonne HPDC machine and automated powder coating facility

Shareholding Pattern Impact

Pre-Issue Capital: 1,00,30,000 equity shares

Post-Issue Capital: 1,21,30,000 equity shares (assuming full allotment)

Promoter Holding Change: 61.52% to 62.46% (on fully diluted basis)

Public Holding Change: 38.48% to 37.54% (on fully diluted basis)

Key Terms and Conditions

  • Shares to rank pari-passu with existing equity shares
  • Dematerialized allotment within 15 days of shareholder approval
  • Subject to lock-in as per SEBI ICDR Regulations
  • Listing on BSE subject to regulatory approvals
  • Price subject to adjustments for corporate actions

Item No. 03: Preferential Issue of Convertible Warrants

Issue Size: 8,11,000 convertible warrants

Face Value: ₹10 per warrant

Issue Price: ₹144 per warrant

Total Amount: ₹11,67,84,000

Conversion: Each warrant convertible to 1 equity share within 18 months

Payment Terms: 25% upfront, 75% at conversion

Allottee Details

| Sr. No | Name | Category | Warrants | Amount (₹) |

| 1 | Mr. Shreyans Ravindra Katariya | Promoter | 4,88,000 | 7,02,72,000 |

| 2 | Ms. Bharati Ravindra Katariya | Promoter Group | 2,11,000 | 3,03,84,000 |

| 3 | Ms. Anushka Shreyans Katariya | Promoter Group | 41,000 | 59,04,000 |

| 4 | Shreyans Ravindra Katariya HUF | Promoter Group | 41,000 | 59,04,000 |

| 5 | Mr. Yashvantbhai Shantilal Tanna | Public | 30,000 | 43,20,000 |

| Total | | | 8,11,000 | 11,67,84,000 |

Objects of Issue

  • Working capital requirements for business expansion
  • General corporate purposes (up to 25% of proceeds)

Utilization Timeline: Within 12 months from receipt of funds

EGM Logistics

Date: November 6, 2026

Time: 11:00 AM

Mode: Video Conferencing/Other Audio-Visual Means

Venue: Registered Office (deemed venue)

Cut-off Date: Record date to be specified

Voting: Remote e-voting facility provided through Bigshare Services Pvt Ltd

Scrutinizer: M/s. DMP & Associates, Practicing Company Secretaries

Financial and Capital Impact

Total Equity Dilution: 29,11,000 shares (21,00,000 swap shares + 8,11,000 warrant conversion)

Total Fund Raise: ₹41,91,84,000 (₹30,24,00,000 swap + ₹11,67,84,000 warrants)

Post-Issue Fully Diluted Capital: 1,29,41,000 shares

Promoter Holding Post-Issue: 62.46% (on fully diluted basis)

Other Disclosures

  • No wilful defaulters or fraudulent borrowers among promoters/directors
  • No outstanding dues to SEBI, stock exchanges, or depositories
  • Minimum public shareholding of 25% maintained
  • No change in control anticipated
  • All allottees have PAN and demat accounts
  • Lock-in requirements as per SEBI ICDR Regulations will apply