Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Vaswani Industries Limited

Proposed Resolutions and Implications

Item No. 1: Preferential Issue of Equity Shares

The company proposes to issue, offer, and allot 16,45,000 fully paid-up equity shares of ₹10 each at an issue price of ₹60 per share (including a premium of ₹50), aggregating to ₹9,87,00,000. The allotment is to be made on a preferential basis to the following promoter and promoter group entities:

| S.No. | Name of Allottee | Category | No. of Shares | Consideration (₹) |

| 1 | Mr. Ravi Vaswani | Promoter | 3,94,460 | 2,36,67,600 |

| 2 | Mr. Yashwant Ravi Vaswani | Promoter | 3,94,450 | 2,36,67,000 |

| 3 | Smt. Manisha Vaswani | Promoter | 1,53,845 | 92,30,700 |

| 4 | Mr. Kushal Vaswani | Promoter | 3,94,450 | 2,36,67,000 |

| 5 | Smt. Sudha Vaswani | Promoter | 1,53,845 | 92,30,700 |

| 6 | Smt. Tanya Vaswani | Promoter Group | 76,975 | 46,18,500 |

| 7 | Smt. Jyotsna Vaswani | Promoter Group | 76,975 | 46,18,500 |

Key Terms of the Issue:

  • The shares will rank pari-passu with existing equity shares.
  • The 'Relevant Date' for pricing is June 8, 2026.
  • The issue price of ₹60 is higher than the calculated floor prices (90-day VWAP: ₹56.31; 10-day VWAP: ₹57.32).
  • The shares will be subject to a lock-in period of 18 months from the date of trading approval.
  • Pre-preferential shareholding of allottees will be locked-in for 90 trading days from trading approval.
  • Allotment shall be completed within 15 days of passing this resolution or 15 days from receipt of any pending regulatory approvals.
  • The proceeds are intended for strengthening manufacturing infrastructure, including installing a Ladle Refining Furnace (LRF), Vacuum Degassing (VD) system, Energy Management System (EMS), two Continuous Casting Machines (CCM), and a sponge iron and scrap feeder system.

Item No. 2: Re-appointment of Mr. Rituraj Peswani as Independent Director

The resolution proposes to re-appoint Mr. Rituraj Peswani (DIN: 00040277) as an Independent Director for a second term of five consecutive years, effective from May 19, 2026, to May 18, 2031. His first term concluded on May 18, 2026, and he was appointed as an Additional Director (Non-Executive, Independent) from May 19, 2026, pending shareholder approval.

Voting Process and Methods

  • The assent or dissent of members shall be obtained only through remote e-voting; no physical polling will be conducted.
  • The company has engaged MUFG Intime India Private Limited (MIIPL) to provide the e-voting facility.
  • The Scrutinizer appointed for the process is Mr. Praveen Kumar Kanungo (M. No. FCS 13444), a Practicing Company Secretary and Partner of M/s Kanungo Agrawal & Co.
  • E-voting Schedule:
  • Commencement: Tuesday, June 09, 2026, at 9:00 A.M.
  • End: Wednesday, July 08, 2026, at 5:00 P.M.
  • The notice is being sent only through electronic mode to members whose email addresses are registered as of the cut-off date, Friday, June 05, 2026.

Key Voting Outcomes and Results Declaration

  • The results of the postal ballot will be announced within two working days after the conclusion of e-voting.
  • The results, along with the Scrutinizer's report, will be published on the company's website (www.vaswaniindustries.com) and the RTA website (https://instavote.linkintime.co.in) and intimated to BSE Limited and the National Stock Exchange of India Limited.
  • The results will be declared on Thursday, July 09, 2026.
  • If approved, the resolution shall be deemed passed on the last date of e-voting, i.e., Wednesday, July 08, 2026.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108, 110, and 102 of the Companies Act, 2013.
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Secretarial Standard–2 on General Meetings.
  • Various MCA Circulars issued by the Ministry of Corporate Affairs.
  • SEBI (ICDR) Regulations, 2018, and other applicable SEBI regulations.

Names and Roles of Signatories

The notice is issued by:

Sakshi Agrawal

Company Secretary & Compliance Officer

Vaswani Industries Limited

Other Relevant Information

  • The explanatory statement provides detailed justification for the preferential issue, confirming the company's eligibility and that none of its promoters/directors are wilful defaulters or fugitive economic offenders.
  • The notice will be published in the Free Press Journal (English) and Deshbandhu (Hindi, Chhattisgarh) newspapers.
  • Members can inspect all relevant documents by sending a request to complianceofficer@vaswaniindustries.com.