1. Preferential Issue of Warrants

The Board approved the issuance of up to 72,04,200 (Seventy Two Lakhs Four Thousand Two Hundred) warrants convertible into an equal number of equity shares on a preferential basis.

  • Issue Details: The warrants will be issued to persons belonging to the promoter and non-promoter category (Investors).
  • Issue Price: ₹137 (Rupees One Hundred Thirty Seven Only) per warrant.
  • Total Issue Size: ₹98,69,75,400 (Rupees Ninety Eight Crores Sixty Nine Lakhs Seventy Five Thousand Four Hundred Only).
  • Regulatory Framework: The issuance is in accordance with the Companies Act, 2013 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
  • Approvals Required: Subject to approval by shareholders at an Extraordinary General Meeting (EGM) and relevant regulatory/statutory authorities.

2. Investor Details

The warrants are to be allotted to 12 investors as follows:

| Sr. No. | Name of Investor | Category | Number of Warrants |

| 1 | Vibhor Tyagi | Promoter | 20,68,200 |

| 2 | Vaibhav Tyagi | Promoter | 20,68,200 |

| 3 | Suman Tyagi | Promoter Group | 20,68,200 |

| 4 | Bhagwan Singh Chodhary HUF | Non-Promoter | 2,16,600 |

| 5 | Securocrop Securities India Private Limited | Non-Promoter | 1,99,800 |

| 6 | Sangeeta Pareekh | Non-Promoter | 1,50,000 |

| 7 | Amit Rastogi | Non-Promoter | 99,600 |

| 8 | Saket Aggarwal | Non-Promoter | 99,600 |

| 9 | Rohit Gupta HUF | Non-Promoter | 99,600 |

| 10 | Aryan Malik | Non-Promoter | 49,800 |

| 11 | Piyush Gupta | Non-Promoter | 49,800 |

| 12 | Rakesh Kumar Bansal | Non-Promoter | 34,800 |

| Total | | | 72,04,200 |

3. Shareholding Impact

Details of shareholding pre and post the proposed preferential issue (on a fully diluted basis, assuming full conversion):

| Name of Investors | Pre-Preferential Shares | Pre-Preferential % | Post-Preferential Shares | Post-Preferential % |

| Vibhor Tyagi | 32,51,625 | 13.02% | 53,19,825 | 16.53% |

| Vaibhav Tyagi | 32,51,225 | 13.02% | 53,19,425 | 16.53% |

| Suman Tyagi | 38,500 | 0.15% | 21,06,700 | 6.55% |

| Bhagwan Singh Chodhary HUF | - | - | 2,16,600 | 0.67% |

| Securocrop Securities India Private Limited | 1,29,100 | 0.52% | 3,28,900 | 1.02% |

| Sangeeta Pareekh | 1,30,000 | 0.52% | 2,80,000 | 0.87% |

| Amit Rastogi | - | - | 99,600 | 0.31% |

| Saket Aggarwal | - | - | 99,600 | 0.31% |

| Rohit Gupta HUF | - | - | 99,600 | 0.31% |

| Aryan Malik | - | - | 49,800 | 0.15% |

| Piyush Gupta | - | - | 49,800 | 0.15% |

| Rakesh Kumar Bansal | - | - | 34,800 | 0.11% |

4. Warrant Terms

  • Conversion: Each warrant is convertible into 1 equity share of face value ₹10 each.
  • Tenor: 18 months from the date of allotment.
  • Conversion: Can be converted in one or more tranches.

5. Investment in Subsidiary

The Board approved an investment in its subsidiary, VVIP Realtech Private Limited (formerly Vibhor Vaibhav Infrahome Private Limited), of up to ₹30 crores (Rupees Thirty Crore Only).

  • Purpose: The investment is to be made by subscribing to a further issue of capital in one or more tranches. The funds are intended to enable the subsidiary to meet its working capital requirements for projects under development, cover construction and allied costs, repay existing loans, and meet other general corporate purposes.
  • Expected Completion: The investment is expected to be completed within 6 months from the date of receipt of funds.
  • Existing Shareholding: VVIP Infratech currently holds 90.02% of the paid-up share capital of VVIP Realtech. The post-investment shareholding will be communicated later.
  • Related Party Transaction: As VVIP Realtech is a subsidiary, this qualifies as a related party transaction. The promoters have an interest by virtue of their directorship and shareholding in the subsidiary.

6. Subsidiary Company Details (VVIP Realtech Private Limited)

  • Business: Real estate development, including residential/commercial properties.
  • Authorised Capital: ₹10,00,00,000 divided into 1,00,00,000 equity shares of ₹10 each.
  • Paid-up Capital: ₹6,76,50,000 divided into 67,65,000 equity shares of ₹10 each.
  • Date of Incorporation: November 7, 2007.
  • Turnover (Consolidated where specified):
  • 2026: ₹154.06 Crores
  • 2025: ₹163.83 Crores
  • 2024: ₹68.65 Crores (Standalone)
  • Corporate Office: VVIP Style Mall, 2nd Floor, Raj Nagar Extension, Ghaziabad-201017.

7. Extraordinary General Meeting (EGM)

  • The Board decided to hold an EGM on Wednesday, November 18, 2026, at 03:00 PM through Video Conferencing/Other Audio-Visual Means (OAVM).
  • The cut-off date for determining shareholders eligible to vote remotely is Wednesday, November 11, 2026.
  • M/s. Sagar Saxena & Company, Practicing Company Secretary (Membership No. F12936, COP No. 21615) has been appointed as the Scrutinizer for the e-voting process.
  • The draft notice of the EGM was approved by the Board and will be sent to the stock exchanges and members separately.

8. Disclosure Reference

  • Regulation 30 of the SEBI (LODR) Regulations, 2015.
  • SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.