Meeting Details

  • Date and Time: Friday, September 04, 2026, at 12:30 P.M. (IST)
  • Location/Venue: Held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office of the Company at Plot No. PAPD-146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705.
  • Type of Meeting: Extra-Ordinary General Meeting (EGM)

Summary of Proposed Resolutions and Implications

Special Business: Item No. 1 – Issue of 2,00,00,000 Warrants

A Special Resolution is proposed to issue up to 2,00,00,000 (Two Crore) warrants, each convertible into one equity share of face value ₹1, on a preferential basis to persons belonging to the promoter and non-promoter category.

  • Total Issue Size: ₹114,00,00,000 (One Hundred Fourteen Crore Rupees)
  • Issue Price: ₹57 per warrant, including a premium of ₹56.
  • Pricing Basis: The price was determined in accordance with SEBI ICDR Regulations. The relevant date for determining the floor price was August 5, 2026. The 90-day VWAP was ₹56.66, and the 10-day VWAP was ₹56.04. The issue price of ₹57 is higher than both.
  • Proposed Allottees and Details:

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

| 1 | Fatema Shabbir Kachwala | Promoter | 70,00,000 | 39,90,00,000 |

| 2 | Taruna Piyush Patel | Promoter | 17,50,000 | 9,97,50,000 |

| 3 | Piyush Jashbhai Patel | Promoter | 17,50,000 | 9,97,50,000 |

| 4 | Sanjay Patel Holdings Private Limited | Promoter | 35,00,000 | 19,95,00,000 |

| 5 | Zeal Global Opportunities Fund | Non-Promoter | 20,00,000 | 11,40,00,000 |

| 6 | AL Maha Investment Fund PCC-ONYX Strategy | Non-Promoter | 20,00,000 | 11,40,00,000 |

| 7 | Maestro Emerging Fund PCC - Value Investing | Non-Promoter | 20,00,000 | 11,40,00,000 |

  • Conversion Terms: Warrants are convertible into equity shares within 18 months from the date of allotment.
  • Payment Terms: 25% of the issue price is payable upon allotment of the warrant. The remaining 75% is payable upon conversion.
  • Utilization of Proceeds: The funds raised (upon full conversion) are intended for:
  • Investment in Subsidiaries & Associates (₹28.50 Crore, 25%)
  • Working Capital Requirements (₹57.00 Crore, 50%)
  • General Corporate Purposes (₹28.50 Crore, 25%)
  • Lock-in: The warrants and the resultant equity shares will be locked-in as per SEBI ICDR Regulations.
  • Implications: The issue will increase the paid-up capital. Post-issue, the promoter holding is projected to increase from 39.04% to 45.03% of the expanded capital. There will be no change in control.

Voting Process and Methods

  • Remote E-Voting Period: Commences on Tuesday, September 01, 2026, at 09:00 A.M. (IST) and ends on Thursday, September 03, 2026, at 05:00 P.M. (IST).
  • Cut-off/Record Date: Friday, August 28, 2026, for determining eligibility to vote.
  • E-Voting Service Provider: Bigshare Services Private Limited.
  • Methods for Voting:
  • Demat Account Holders (CDSL/NSDL): Can vote using a single login through their depository's website or their DP's platform, as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242.
  • Other Shareholders (Physical or Non-Individual): Can vote on the Bigshare i-Vote platform (https://ivote.bigshareonline.com) using a USER ID and password.
  • Voting at the EGM: Members attending the EGM via VC/OAVM who have not voted remotely can vote during the meeting using the same electronic system.

Key Voting Outcomes

The meeting has not yet been held; therefore, specific voting outcomes are not available. The process for determining the outcome is detailed below.

  • Scrutinizer: Mrs. Amita Karia, Practicing Company Secretary (FCS No: 11066), has been appointed to scrutinize the remote e-voting and e-voting at the meeting.
  • Result Declaration: The scrutinizer will submit a consolidated report to the Chairman after the meeting. The results will be declared within two working days of the EGM's conclusion and will be placed on the company's website (www.tembo.in) and communicated to the NSE.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • The Companies Act, 2013 (Sections 62, 102, 108, etc.)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 30, 44)
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Companies (Management and Administration) Rules, 2014
  • Secretarial Standard on General Meetings (SS-2)
  • Relevant MCA and SEBI circulars concerning EGMs held via VC/OAVM.

Other Relevant Financial and Procedural Information

  • Green Initiative: Shareholders are encouraged to register their email addresses for electronic communication.
  • Inspection of Documents: The altered Memorandum of Association and other specified registers are available for electronic inspection by shareholders upon request.
  • Helpdesk Details: Contact information for technical support related to e-voting (CDSL, NSDL, Bigshare) is provided in the notice.
  • Previous Preferential Allotment: During the financial year, the company allotted 40,50,000 equity shares (post-split) to Fatema Shabbir Kachwala at ₹28.5 per share (₹285 pre-split).
  • Monitoring Agency: As the issue size exceeds ₹100 crore, a monitoring agency will be appointed to monitor the use of proceeds, as mandated by SEBI ICDR Regulation 162A.