Nature of the Event

Regulatory disclosure of an Extraordinary General Meeting (EGM) notice and an explanatory statement for seeking shareholder approval for a preferential issue of convertible warrants.

Key Quantitative Figures

  • Number of Warrants: Up to 72,04,200 (Seventy Two Lakhs Four Thousand Two Hundred)
  • Issue Price per Warrant: ₹137 (Rupees One Hundred Thirty Seven Only)
  • Total Issue Size: ₹98,69,75,400 (Rupees Ninety Eight Crores Sixty Nine Lakhs Seventy Five Thousand Four Hundred Only)
  • Face Value of Underlying Equity Share: ₹10 each
  • Conversion Premium: ₹127 per share
  • Conversion Ratio: 1 Warrant = 1 Equity Share
  • Conversion Period: 18 (Eighteen) months from the date of allotment of Warrants
  • Upfront Payment: 25% of issue price (₹34.25 per warrant) payable on subscription
  • Exercise Payment: 75% of issue price (₹102.75 per warrant) payable on conversion
  • Pre-Issue Paid-Up Capital: ₹24,96,97,000 divided into 2,49,69,700 Equity Shares
  • Post-Issue Fully Diluted Paid-Up Capital: ₹32,17,39,000 divided into 3,21,73,900 Equity Shares

Dates of Action

  • EGM Date: Wednesday, 18th November, 2026
  • EGM Time: 03:00 P.M.
  • Cut-off Date for Voting Eligibility: 11th November, 2026
  • Remote E-Voting Start: 15th November, 2026 at 09:00 AM
  • Remote E-Voting End: 17th November, 2026 at 05:00 PM
  • Relevant Date for Pricing: Monday, 19th October, 2026 (30 days prior to EGM)
  • Board Meeting Date: Thursday, 22nd October, 2026

Parties Involved

Issuer: VVIP Infratech Limited (CIN: L45201UP2001PLC136919)

Proposed Allottees (Warrant Holders):

| S. No. | Name | Category | No. 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 |

Other Parties:

  • Stock Exchange: BSE Limited (SME Platform)
  • Scrutinizer: M/s. Sagar Saxena & Company, Practicing Company Secretary
  • E-Voting Service Provider: Central Depository Services Limited (CDSL)
  • Registered Valuer: Mr. Manish Manwani (Registration No. IBBI/RV/03/2021/14113)
  • Registrar and Transfer Agent (RTA): Maashitla Securities Private Limited

Purpose or Stated Rationale

The objects of the issue and the proposed utilization of proceeds are:

| Sl. No. | Purpose | Amount (₹ Crores) |

| 1 | Working Capital Requirements | 50.00 |

| 2 | Investment in subsidiary VVIP Realtech Private Limited by way of subscription to further issue of capital | 30.00 |

| 3 | General Corporate Purpose | 18.70 |

| Total | | 98.70 |

The proceeds are to be utilized within 1 (One) year from the date of receipt. Pending utilization, the funds may be invested in permitted instruments.

Financial and Operational Impact

Capital Structure Impact:

  • The issue will increase the paid-up share capital on a fully diluted basis by 28.87% (from 2,49,69,700 to 3,21,73,900 shares).
  • Promoter & Promoter Group holding will increase from 68.61% to 72.53% post-issue.
  • Public shareholding will decrease from 31.39% to 27.47% post-issue.

Lock-in Requirements:

  • The equity shares allotted upon conversion of warrants shall be locked-in as per Chapter V of SEBI ICDR Regulations.
  • The entire pre-preferential allotment shareholding of the allottees shall be locked-in from the relevant date up to a period of 90 trading days from the date of allotment.

Cash Flow Implications:

  • Inflow of ₹24.67 crore (25% of ₹98.70 crore) upon warrant subscription.
  • Potential future inflow of ₹74.03 crore (75% of ₹98.70 crore) upon warrant conversion within 18 months.
  • If warrants are not exercised, the upfront amount paid shall stand forfeited.

Other Material Disclosures

  • The floor price calculated as per SEBI ICDR Regulations is ₹136.78 per warrant. The issue price of ₹137 is higher than this floor price.
  • The company confirms that its promoters/directors are not wilful defaulters or fugitive economic offenders.
  • The company has no outstanding dues to SEBI, Stock Exchanges, or depositories.
  • The company undertakes that upon its paid-up share capital exceeding ₹25 crore post this issue, it shall comply with all Main Board listing regulations without migrating from the SME Exchange.
  • The EGM will be held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) without physical attendance.
  • Detailed procedures for remote e-voting and joining the virtual meeting are provided in the notice.