Key Resolutions for Shareholder Approval

1. Alteration of Articles of Association

  • Special resolution to insert new clause "98. Further issue of capital" after existing clause 97
  • New clause provides framework for further share issuances to existing shareholders, employees via ESOP, and any persons via special resolution
  • Includes provisions for sweat equity shares issuance in compliance with Section 54 of Companies Act, 2013

2. Preferential Allotment of Fully Convertible Warrants

  • Special resolution for preferential allotment of up to 42,00,00,000 (Forty-Two Crore) fully convertible warrants
  • Issue price: ₹1 per warrant, aggregating ₹42,00,00,000
  • Warrants convertible into equivalent number of equity shares of face value ₹1 each
  • Conversion period: 18 months from date of allotment
  • Relevant date for pricing: October 22, 2026

Allottee Details:

| Category | Allottee Name | Warrants Quantity |

| Promoter/Promoter Group | Shree Assets Reconstruction Limited | 10,00,00,000 |

| Non-Promoter, Public | Pawan Kumar Basudev Agarwal | 80,00,000 |

| Non-Promoter, Public | Pawan Kumar Basudev Agarwal (HUF) | 1,00,00,000 |

| Non-Promoter, Public | Kalpana Pawan Kumar Agarwal | 75,00,000 |

| Non-Promoter, Public | Shree Durga Capital Limited | 1,20,00,000 |

| Non-Promoter, Public | Saroj Goyal | 4,25,00,000 |

| Non-Promoter, Public | Ram Gopal Goyal | 4,25,00,000 |

| Non-Promomer, Public | Suchit Jayraj Shah | 1,00,00,000 |

| Non-Promoter, Public | Mamta Suchit Shah | 85,00,000 |

| Non-Promoter, Public | Aditi Singh | 50,00,000 |

| Non-Promoter, Public | Ankit Singh | 25,00,000 |

| Non-Promoter, Public | Gajanand Gupta | 4,25,00,000 |

| Non-Promoter, Public | Anita Gupta | 4,25,00,000 |

| Non-Promoter, Public | Green Open Technologies Private Limited | 8,65,00,000 |

Warrant Terms:

  • 25% payment required on allotment, balance 75% payable at conversion
  • Warrants not transferable during lock-in period
  • No voting rights until conversion
  • Warrants lapse if not exercised within 18 months, with amount forfeited
  • Equity shares upon conversion will rank pari-passu with existing shares

Pricing Justification:

  • 90-day VWAP: ₹0.48
  • 10-day VWAP: ₹0.44
  • Minimum price as per SEBI ICDR Regulations: ₹0.48
  • Independent valuation by Manish Manwani (IBBI/RV/03/2021/14113) determined value at ₹1 per warrant

Objects of Issue:

  • Working Capital Requirement: ₹10.44 crore
  • Expansion and Development of Educational Infrastructure: ₹21.46 crore
  • General Corporate Purpose: ₹10.00 crore
  • Issue Related Expenses: ₹0.10 crore
  • Total: ₹42.00 crore

Utilization Timeline: By December 31, 2029

Shareholding Pattern Impact:

  • Pre-issue capital: 56,61,63,698 equity shares
  • Post-issue capital (full conversion): 98,61,63,698 equity shares
  • Promoter shareholding increases from 8.23% to 14.87%
  • No change in control of company

Lock-in Requirements:

  • Pre-preferential shareholding of allottees subject to lock-in
  • Warrants/equity shares subject to lock-in as per SEBI ICDR Regulations

3. Appointment of Executive Director

  • Ordinary resolution for appointment of Mr. Krishan Bansal (DIN: 05127328) as Executive Director
  • Appointed as Additional Director from October 21, 2026
  • 60 years old, commerce graduate with 30+ years experience
  • Not holding any shares in the company
  • Entitled to sitting fees and remuneration as determined by Board

Postal Ballot Process Details

  • Cut-off date: October 16, 2026
  • Remote e-voting period: October 23, 2026 (9:00 AM IST) to November 21, 2026 (5:00 PM IST)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Shiva Nishad, Partner of M/s Krishan Rakesh & Co. (CA Membership No. 560019)
  • Results announcement: On or before November 24, 2026
  • Resolutions deemed passed on November 21, 2026 if approved

Financial Impact

  • Potential equity dilution from 56.62 crore to 98.62 crore shares upon full conversion
  • Cash inflow of ₹10.50 crore initially (25% of issue size), remaining ₹31.50 crore upon conversion
  • No quantified financial impact disclosed for Articles alteration or director appointment

Voting Rights

  • Voting rights proportional to shares held as on October 16, 2026 cut-off date
  • One vote per fully paid equity share