Key Event: Preferential Issue of Equity Shares

The EGM is being convened to seek shareholder approval for a preferential issue of equity shares.

Resolution Details

A Special Resolution is proposed to issue and allot, on a preferential basis, up to 8,32,03,383 (Eight Crore Thirty-Two Lakh Three Thousand Three Hundred and Eighty-Three) fully paid-up Equity Shares of face value ₹1/- each.

Issue Price and Proceeds

The issue price is ₹8.85 per share, which includes a securities premium of ₹7.85 per share. The total amount proposed to be raised is ₹73,63,49,939/- (Rupees Seventy-Three Crore Sixty-Three Lakh Forty-Nine Thousand Nine Hundred Thirty-Nine).

Proposed Allottees

The shares are to be allotted to 21 identified non-promoter allottees for cash consideration. The list of allottees and the number of shares proposed for each is provided:

| Sr. No. | Name of Proposed Allottee | No. of Equity Shares |

| 1 | Altius Global Finance Private Limited | 54,237,288 |

| 2 | Ajith Kumar Singhi | 451,977 |

| 3 | Neha Singhi | 451,977 |

| 4 | Rina Jain | 1,807,909 |

| 5 | Sanjay Garg | 903,954 |

| 6 | SR Investment | 903,954 |

| 7 | Anand Mundra | 451,977 |

| 8 | Nitu Mundra | 451,977 |

| 9 | Manish Mundra | 169,491 |

| 10 | Rahul Mishra | 338,983 |

| 11 | Fulchand Rathod | 158,192 |

| 12 | Rajit Binod Kejriwal | 158,192 |

| 13 | Rajendra Verma | 169,491 |

| 14 | Karishma Commodities and Derivatives Private Limited | 338,983 |

| 15 | Bommareddy Veera Venkata Sivakumar Reddy | 1,129,943 |

| 16 | Palatla Bharath Kumar | 3,000,000 |

| 17 | Rahul Ginjupalli | 1,129,943 |

| 18 | R R Food Import LLP | 2,909,604 |

| 19 | Hello Money Advisors LLP | 4,039,548 |

| 20 | Kamal Jagdish Gupta | 5,000,000 |

| 21 | Sonal Kamal Gupta | 5,000,000 |

| | TOTAL | 8,32,03,383 |

Basis of Issue Price

The Relevant Date for determining the minimum price as per SEBI ICDR Regulations is Tuesday, September 15, 2026. The minimum price was calculated as the higher of the 90-day or 10-day VWAP preceding the Relevant Date, both amounting to ₹8.84. The proposed issue price of ₹8.85 is compliant with this requirement. A pricing certificate from the statutory auditors, M/s. Gorantla & Co., has been obtained.

Objects of the Issue and Utilization of Proceeds

The funds raised are intended for the following purposes with an indicative allocation:

1. Working Capital and Business Expansion (₹30.00 Crore, 40.74%): For operational requirements, manpower, R&D, technology development, and expansion into new initiatives like Artificial Intelligence (AI), AI Agent Swarms, and Semantic AI.

2. Pre-operative and Project Development Expenditure (₹10.00 Crore, 13.58%): For feasibility studies, approvals, and development costs for projects, including a proposed 100 MW solar-wind power project and a 10 MW data center project.

3. Investment in Overseas Subsidiaries and International Operations (₹10.00 Crore, 13.58%): To support existing/future overseas subsidiaries.

4. Strategic Investments in Emerging Technologies (₹12.00 Crore, 16.30%): For investments, acquisitions, JVs, or partnerships in sectors like Web 3.0, AI, fintech, and renewable energy.

5. General Corporate Purposes and Issue Expenses (₹11.63 Crore, 15.80%): For corporate expenditure and expenses incidental to the issue.

Shareholding Pattern Impact

  • Pre-Issue Capital: 121,99,09,771 Equity Shares.
  • Post-Issue Capital: 130,31,13,154 Equity Shares (assuming full allotment).
  • Promoter Holding Dilution: The promoter and promoter group holding will reduce from 74.95% (91,43,33,231 shares) to 70.17% (91,43,33,231 shares).
  • Public Shareholding: Will increase from 25.05% to 29.83%.
  • No Change in Control: The issue will not result in any change in the management or control of the company.

Lock-in Requirements

The equity shares allotted pursuant to this issue, and any pre-preferential shareholding of the allottees, will be subject to lock-in requirements as prescribed under Chapter V of the SEBI ICDR Regulations.

Other Key Terms

The shares will rank pari passu with existing equity shares. Allotment shall be completed within 15 days of passing the special resolution or 15 days from receipt of the last required approval. The shares will be allotted in dematerialized form.

EGM Logistics

  • EGM Date & Time: Thursday, 15th October 2026 at 11:30 A.M. (IST)
  • Mode: Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). There is no physical venue.
  • Cut-off Date: Thursday, 8th October 2026 for determining eligibility to vote.
  • Remote E-Voting Period: Commences on Saturday, 10th October 2026 at 9:00 A.M. (IST) and ends on Wednesday, 14th October 2026 at 5:00 P.M. (IST).
  • Scrutinizer: Mr. Desina Balarama Krishna, Practising Company Secretary (M/s. Balaramakrishna & Associates) has been appointed to scrutinize the voting process.
  • Availability of Documents: The Notice, Explanatory Statement, Auditor's Pricing Certificate, and PCS Certificate are available on the company's website and for electronic inspection by members.

Certifications

  • A certificate from a Practising Company Secretary (M/s. Pawan Jain & Associates) confirming compliance with SEBI ICDR Regulations for the preferential issue will be placed before the members at the EGM.
  • A pricing certificate from the Statutory Auditors (M/s. Gorantla & Co.) has been obtained.

Company Contacts

  • Company Secretary & Compliance Officer: M. Chowda Reddy
  • Tel: +91-40-29390760
  • RTA: MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.)