SMC Global Securities Limited will hold an Extraordinary General Meeting (EGM) on Friday, November 6, 2026, at 11:00 AM IST through Video Conferencing/Other Audio Visual Means to seek shareholder approval for a preferential issue of fully convertible warrants.

Key Resolution Details

  • Item No. 1: Issuance of up to 1,00,00,000 (One Crore) Fully Convertible Warrants to non-promoter entities on preferential basis
  • Resolution Type: Special Resolution
  • Warrant Details: Each warrant convertible into 1 fully paid-up equity share of face value ₹2
  • Issue Price: ₹106 per warrant (including premium of ₹104 per equity share)
  • Total Issue Size: ₹106,00,00,000 (One Hundred Six Crore Rupees)
  • Relevant Date for Pricing: October 7, 2026 (30 days prior to EGM date)

Allottee Details

| Sr. No. | Name of Proposed Allottee | Category | Number of Warrants |

| 1 | Mahesh Kumar | Non-Promoter | 42,00,000 |

| 2 | SGS Fintech Private Limited | Non-Promoter | 33,00,000 |

| 3 | Open Advanced Technologies LLP | Non-Promoter | 25,00,000 |

| Total | | | 1,00,00,000 |

Warrant Terms and Conditions

  • Conversion Period: 18 months from date of allotment
  • Payment Structure: 25% of issue price payable at time of subscription and allotment, remaining 75% payable at time of conversion
  • Conversion: May be exercised in one or more tranches during 18-month period
  • Allotment Timeline: Within 15 days from shareholder approval or regulatory approvals
  • Ranking: Resultant equity shares will rank pari-passu with existing equity shares
  • Lock-in: Warrants and resultant equity shares subject to lock-in as per SEBI ICDR Regulations
  • Voting Rights: Warrants carry no voting rights until conversion
  • Listing: Equity shares to be listed on NSE and BSE where company is currently listed

Utilization of Proceeds

The net proceeds from the warrant issue (upon 100% conversion) will be utilized as follows:

  • Working Capital Requirements: ₹15.90 crore (by June 30, 2028)
  • Equity Investment in SMC Capitals Limited (wholly-owned subsidiary): ₹13.60 crore (by June 30, 2028)
  • Equity Investment in Stoxkart Fintech Limited (wholly-owned subsidiary): ₹50.00 crore (by June 30, 2028)
  • General Corporate Purposes: ₹26.50 crore (by June 30, 2028)

Shareholding Impact

Pre-Issue Shareholding (as of October 9, 2026):

  • Total Shares: 20,94,00,000 equity shares of ₹2 each
  • Promoter Holding: 66.61% (13,94,91,526 shares)
  • Public Holding: 33.39% (6,99,08,474 shares)

Post-Issue Shareholding (on full conversion):

  • Total Shares: 21,94,00,000 equity shares of ₹2 each
  • Promoter Holding: 63.58% (13,94,91,526 shares)
  • Public Holding: 36.42% (7,99,08,474 shares)
  • Dilution: Approximately 3.03% dilution of promoter holding

Specific Allottee Post-Issue Holdings

| Allottee | Pre-Issue Shares | Pre-Issue % | Warrants | Post-Issue Shares | Post-Issue % |

| Mahesh Kumar | 14,14,863 | 0.68% | 42,00,000 | 56,14,863 | 2.56% |

| SGS Fintech Private Limited | 17,49,474 | 0.84% | 33,00,000 | 50,49,474 | 2.30% |

| Open Advanced Technologies LLP | 0 | 0.00% | 25,00,000 | 25,00,000 | 1.14% |

Pricing Details

  • Floor Price Calculation: Higher of 90-day or 10-day volume weighted average price
  • 90-day VWAP (NSE): ₹97.46 per share
  • 10-day VWAP (NSE): ₹105.62 per share
  • Floor Price: ₹105.62 per warrant
  • Actual Issue Price: ₹106 per warrant (0.36% premium to floor price)

EGM Arrangements

  • Cut-off Date for Voting: October 30, 2026
  • Remote e-Voting Period: November 3, 2026 (9:00 AM) to November 5, 2026 (5:00 PM)
  • Scrutinizer: Mr. Arvind Kumar Roy, Practicing Company Secretary
  • Results Declaration: Within 2 working days from EGM conclusion
  • VC/OAVM Provider: MUFG Intime India Private Limited

Board Approval

The Board of Directors approved the preferential issue at its meeting held on October 14, 2026.