Key Event Details

An Extra Ordinary General Meeting is scheduled for Monday, July 6, 2026, at 12:00 PM IST to be conducted through Video Conferencing/Other Audio-Visual Means. The meeting is deemed to be held at the registered office: 3rd Floor, Dev House, Opp. WIAA, Judges Bungalows Road, Bodakdev, Ahmedabad, Gujarat, 380054.

Special Business: Preferential Warrant Issue Approval

Resolution Purpose: To seek fresh shareholder approval under Regulation 170(2) of SEBI (ICDR) Regulations, 2018, for a preferential issue of 46,43,000 convertible equity warrants to promoters/promoter group entities.

Background: The warrants were originally approved by shareholders on November 1, 2025, and allotted on January 28, 2026. However, the allotment was completed four days beyond the 15-day timeline prescribed under Regulation 170(1) of SEBI ICDR Regulations due to administrative and procedural circumstances, necessitating this fresh approval.

Financial Details:

  • Total Warrants: 46,43,000
  • Revised Issue Price: ₹35.56 per warrant (including a premium of ₹34.56)
  • Total Issue Size: ₹16,51,05,080
  • Previous Issue Size: ₹15,78,62,000 (approved in November 2025)
  • Differential Amount Payable: ₹18,10,770 (₹0.39 per warrant) to be paid within 15 days of this resolution's passing

Allottee Details:

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

| 1 | Anar Jayeshbhai Patel | Promoter Individual | 5,00,000 | 1,77,80,000 |

| 2 | Dakshesh Rameshchandra Shah | Promoter Individual | 5,00,000 | 1,77,80,000 |

| 3 | Anar Project Private Limited | Promoter Group | 12,35,000 | 4,39,16,600 |

| 4 | Parshva Texchem India Private Limited | Promoter Group | 12,35,000 | 4,39,16,600 |

| 5 | Navkar Surgical Gujarat Limited | Promoter Group | 11,73,000 | 4,17,11,880 |

| Total | | | 46,43,000 | 16,51,05,080 |

Payment Terms:

  • 25% of the total consideration (₹34.00 per warrant) was paid at the time of original allotment on January 28, 2026.
  • The balance differential amount (25% of revised price) must be paid within 15 days of this resolution.
  • The remaining 75% is payable at the time of warrant exercise.

Warrant Terms:

  • Tenure: 18 months from date of allotment (January 28, 2026)
  • Conversion: Each warrant convertible into one equity share
  • Exercise: Can be exercised in one or more tranches during the tenure
  • Lapse: Unexercised warrants lapse after 18 months, with paid amount forfeited

Utilization of Proceeds:

  • Working capital requirements and bank guarantee margin: ₹9,72,43,080
  • Capital expenditure in subsidiary companies: ₹6,70,00,000
  • General corporate purposes: Balance amount

Shareholding Impact:

  • Pre-issue promoter holding: 50.96% (22,31,35,600 shares)
  • Post-issue promoter holding: 51.47% (22,77,78,600 shares) on fully diluted basis
  • No change in control or management of the company

Regulatory Compliance:

  • Relevant Date for pricing: June 5, 2026
  • BSE in-principle approval obtained: January 9, 2026
  • 17,35,000 warrants already converted to equity shares on May 7, 2026, with listing application filed on May 13, 2026
  • Lock-in requirements apply as per SEBI ICDR Regulations
  • Practicing Company Secretary certificate dated June 11, 2026, confirms compliance

Voting Arrangements:

  • Remote e-voting period: July 3, 2026 (9:00 AM) to July 5, 2026 (5:00 PM)
  • Record date: June 29, 2026
  • Shareholders can join meeting via VC/OAVM 15 minutes before scheduled time

Additional Information

The explanatory statement provides detailed disclosures as required under Section 102 of the Companies Act, 2013, including basis of pricing, allottee details, objects of issue, and regulatory compliance. The company confirms no wilful defaulters or fugitive economic offenders among promoters/directors.