Amic Forging Limited — Proxy Solicitation & Information Statement 2026

May 14, 2026

AMIC FORGING LTD. (Formerly AMIC Forging Pvt. Ltd.)

AMIC FORGING LTD. EASY INNOVATION COMPANY

Date: May 14, 2026

To,

BSE Limited

The Corporate Relationship Department

Phiroze Jeejeebhoy Towers,

1st Floor, Dalal Street

Mumbai – 400 001

Ref: Scrip Code: 544037

ISIN: INE0P9J01013

Sub: Notice of the Extra Ordinary General Meeting of the Company

Enclosed herewith please find Notice of the Extra Ordinary General Meeting of the Company to be held on Friday, June 5, 2026 at 03:00 P.M. through Video Conference (VC) or Other Audio Visual Means (OAVM). In accordance with Ministry of Corporate Affairs & SEBI circulars, the notice is being sent through electronic mode only to the Members of the Company.

Kindly take the same on your records.

Thanking you,

Yours truly,

For Amic Forgings Limited

NEHA
FATEHPURIA
Neha Fatehpuria
Company Secretray
A46217

Digitally signed by
NEHA FATEHPURIA
Date: 2026.05.14
16:34:51 +05'30'

Regd. Office : 3A, Garstin Place, (2nd floor), Kolkata-700001, Phone : +91 33 4504 8274

Head Office : Diamond Heritage, 16 Strand Road, unit no- 815, 8th floor, Kolkata - 700 001

Factory : Mahavir Complex, 2/A/7/A N.T.Road, Baidyabati, Via Delhi Road (Opp. Balajee Forest ), P.O : Baidyabati, Hooghly - 712 222

Email : info@amicforgings.com, CIN No. : L27100WB2007PLC116674

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AMIC

NOTICE OF EGM
AMIC FORGING LIMITED

NOTICE

Notice is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the members of AMIC Forging Limited will be held at 3:00 P.M. Indian Standard Time (‘IST’) on Friday, June 05, 2026 through Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) to seek the consent of the shareholders of the Company (“Members”), on the agenda herein below through remote electronic voting (“E-voting”). The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.

SPECIAL BUSINESS:

1. INCREASE IN AUTHORISED SHARE CAPITAL FROM RS. 12,00,00,000/- TO RS. 15,00,00,000/-

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof), the rules framed thereunder, and Articles of Association, the consent of the members of the Company be and is hereby accorded, to increase the Authorized Share Capital of the Company from Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each by the creation of additional equity share capital of Rs 3,00,00,000 (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) Each.

RESOLVED FURTHER THAT Clause V of the Memorandum of Association of the Company be and is hereby altered to read as follows:

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be and are hereby severally authorized to file necessary returns/ forms with the Registrar of Companies and to do all such acts, deeds and things as may be considered necessary, incidental and ancillary in order to give effect to this Resolution.”

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AMIC

NOTICE OF EGM
AMIC FORGING LIMITED

2. ISSUE OF EQUITY SHARES AND CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS BY WAY OF PRIVATE PLACEMENT TO THE NON PROMOTERS:

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 23, 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (the "Act") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the applicable Rules thereunder, and the enabling provisions of the Memorandum of Association and Articles of Association of the Company and, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Foreign Exchange Management Act, 1999, as amended, and rules and regulations framed thereunder as in force and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India, the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), the Registrar of Companies (the "ROC") and the BSE Limited, stock exchange where the shares of the Company are listed ("BSE") and subject to requisite approvals, consents, permissions and/or sanctions, from appropriate statutory, regulatory or other authority and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any committee which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred hereunder), the consent of the Members of the Company be and is hereby accorded to raise, on the terms and conditions determined by the Board, a total amount of Rs. 220,98,77,500/- (Rupees Two hundred Twenty Crores Ninety Eight Lakhs Seventy Seven Thousand Five Hundred only), by way of offer, issue and allotment on a preferential basis, by way of private placement to the Non Promoters ("Proposed Subscriber"), as follows:

a) 26200 (Twenty Six Thousand Two Hundred) Equity shares of the company of the face value of Rs. 10/- (Rupees Ten only) each, each fully paid-up ("Equity Shares") for cash consideration on a preferential basis, at a price of Rs. 1525/- (Rupees One Thousand Five Hundred Twenty-Five Only) per Equity Share (including premium of Rs. 1515/- (Rupees One Thousand Five Hundred Fifteen Only) per Equity Share.

b) 14,22,900 warrants ("Warrants") of the Company, whereby each Warrant is convertible in to 1 (one) equity share of face value Rs. 10/- (Rupees Ten only) ("Additional Equity Share") at any time within 18 (eighteen) months from the date of allotment of the

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AMIC

Warrants as per the ICDR Regulations, for cash consideration on a preferential basis, at a price of Rs. 1525/- (Rupees One Thousand Five Hundred Twenty-Five Only) per Warrant (including premium of Rs. 1515/- (Rupees One Thousand Five Hundred Fifteen Only).

RESOLVED FURTHER THAT the Board has identified 1 (One) number of proposed allottee for Equity Shares as identified persons which is as follows:

SL NO	NAME OF IDENTIFIED PERSONS	NUMBER OF EQUITY SHARES PROPOSED TO BE ISSUED
1.	Kvasa Capital	26200

RESOLVED FURTHER THAT the Board has identified 11 (Eleven) number of proposed allottees for Warrant as identified persons who are as follows:

SL NO	NAME OF IDENTIFIED PERSONS	NUMBER OF CONVERTIBLE WARRANTS PROPOSED TO BE ISSUED
1.	Motilal Oswal Financial Services Limited	563900
2.	Calliope Capital Advisors LLP	262300
3	Mukul Mahavir Agrawal	327800
4	Rakesh Tarway	6500
5	Khyati Deepak Suba	3200
6	Infiniterise Venture Private Limited	137700
7	Mahesh Jayantilal Shah	9800
8	Suresh Zunzunwala	10000
9	Ankit Madhogaria	10000
10	Debashree Choudhury Chakraborty	13100
11	Bas & Associates	78600

RESOLVED FURTHER THAT the Relevant Date, as per the provisions of Chapter V of the SEBI (ICDR) Regulations, 2018 for the determination of issue price of the equity shares and Warrants is May 06, 2026 i.e., 30 days prior to the date of (EGM). The floor price as determined in terms of Regulation 164(1) of the ICDR Regulations for the issuance of the Equity Shares is Rs. 1525/- (Rupees One Thousand Five Hundred Twenty Five Only);

RESOLVED FURTHER THAT, without prejudice to the generality of the above resolutions, the Equity Shares shall be subject to the terms and conditions as prescribed under the applicable laws, including but not limited to the following: (a) the Equity Shares to be offered, issued and allotted shall be subject to the provisions of the Act and the ICDR Regulations; (b) 100% of the consideration for the Equity Shares shall be received from the

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AMIC

Proposed Subscriber on or before the date of allotment thereof; (c) the consideration for allotment of Equity Shares shall be received from the bank account of the Proposed Subscriber; (d) the Equity Shares shall be subject to the applicable laws as well as the memorandum of association and articles of the association of the Company and shall rank pari passu in all respects with the existing fully paid-up equity shares of face value of Rs. 10/- (Rupees Ten only) each of the Company including with respect to entitlement to dividend, voting powers and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company; (e) the Equity Shares to be allotted to the Proposed Subscribers shall be under lock-in as prescribed under the applicable provisions of the ICDR Regulations; (f) the Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing of the special resolution. Notwithstanding the foregoing, if the allotment of the Equity Shares is subject to the receipt of any approval from any regulatory/statutory authority for such allotment including the in-principle approval of the Stock Exchanges, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval; (g) the Company shall procure the listing and trading approvals for the Equity Shares to be allotted to the Proposed Subscriber from the Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations; and (h) the allotment of Equity Shares shall be made in dematerialized form.

RESOLVED FURTHER THAT the aforesaid issue of Warrants shall be subject to the following terms and conditions:

a) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations, and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs.10/- each to the Warrant holders. Each Warrant holder will be entitled to receive one equity share of the Company against one Warrant held by him/her.

b) An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).

c) The respective Warrant holder shall make payment of Warrant price from their own bank account into to the designated bank account of the Company.

d) In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

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AMIC
NOTICE OF EGM
AMIC FORGING LIMITED

e) The Warrants shall be exercised in a manner that shall be in compliance with the minimum public shareholding norms prescribed for the Company under the Listing Regulations and the Securities Contract (Regulation) Rules, 1957;

f) The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

g) The Warrants by themselves, until exercise of the conversion option and allotment of Additional Equity Shares, do not give the Proposed Subscribers any rights akin to that of shareholder(s) of the Company including any voting rights;

h) The Warrants shall be issued and allotted in dematerialised form within a period of 15 (fifteen) days from the date of passing of the Special Resolution by the Members, provided that where the issue and allotment of the said Warrants is pending on account of pendency of any approval for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of such approval.

i) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the BSE in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

j) The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the then existing Equity Shares of the Company including entitlement to voting powers and dividend.

k) The Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the proposed allottees and issue a private placement offer cum application letter in the Form PAS-4 to the proposed allottees inviting to subscribe to the equity shares and Warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT subject to the provisions of the SEBI (ICDR) Regulations and other applicable laws, the Board be and is hereby authorised to decide and approve the terms and conditions of the issuance of the Equity Shares, the Warrants and the Additional Equity Shares and to vary, modify or alter any of the terms and conditions, including size of the issue, as it may, in its sole and absolute discretion, deem fit and expedient.

AMIC

RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution and for the purpose of the issuance and allotment of the Equity Shares, Warrants and Additional Equity Shares and the listing of the Equity Shares and the Additional Equity Shares on Stock Exchange(s), the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its sole discretion consider necessary, desirable or expedient including making application to the Stock Exchanges for obtaining in-principle approval, listing and trading approvals, filing of requisite documents/making declarations with the MCA, SEBI or any other statutory authority or Stock Exchanges and any other deed, document, declaration as may be required under the applicable laws, and to resolve and settle any questions and difficulties that may arise in the proposed issuance, offer and allotment of the Equity Shares, Warrants and Additional Equity Shares, the utilization of proceeds and signing of all deeds and documents, as may be required, without being required to seek any further consent or approval of the members.

RESOLVED FURTHER THAT, any one of the Directors of the Company and the Company Secretary be and are hereby severally authorized to send the necessary intimations to the Stock Exchanges in relation to this resolution, as may be required under the Listing Regulations, to make necessary filings with the Registrar of Companies, the Stock Exchanges and regulatory authorities, to execute any deeds and documents for an on behalf of the Company and represent the Company before any governmental authorities and to appoint other professional advisors, consultants and legal advisors to give effect to this resolution, and to do all such acts, deeds and things incidental for signing and filing of forms, payment of fees etc. and to do all such other acts, things and deeds, as may be required for the aforesaid purpose or other services as that may be necessary to give effect to the above resolutions;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any committee of the Board or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds, matters and things as may be required in connection with the aforesaid resolutions, including making necessary filings with the Stock Exchanges and regulatory authorities and execution of any deeds and documents for and on behalf of the Company and to represent the Company before any governmental authorities or Stock Exchanges and to appoint any merchant bankers or other professional advisors, consultants and legal advisors, to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified to be true by anyone of the Directors of the Company or the Company Secretary of the Company be furnished to the appropriate authorities with a request to act thereon.

3. APPOINTMENT OF MR. S SUBRAHMANYAN (DIN: 06447057), AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT Mr. S Subrahmanyan (DIN:06447057), who was appointed by the Board of Directors as an Additional Director (Non-Executive & Independent) of the Company with effect from 3rd October, 2025 and who holds office up to the date of ensuing Annual General Meeting (AGM) of the Company in terms of Section 161 of the Companies Act, 2013 ("Act") being eligible for appointment, be and is hereby appointed as Non-Executive Independent Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the consent of the members be and is hereby accorded for the appointment of Mr. S Subrahmanyan (DIN:06447057), who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder, and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five ) years commencing from 3rd October, 2025 to 2nd October, 2030;

RESOLVED FURTHER THAT any of the Directors/Company Secretary be and are hereby severally authorized to sign and submit the necessary application and file forms and to do all such acts as may be necessary and ancillary in this regard and also to issue a certified copy of the resolution to anyone concerned or interested in the matter."

4. APPOINTMENT OF MR. VIJAY CHOPRA (DIN: 06876180), AS NON INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Ordinary Resolution:

"RESOLVED THAT Mr. Vijay Chopra (DIN: 06876180), who was appointed by the Board of Directors as an Additional Director (Non-Executive & Non Independent) of the Company with effect from 20th April, 2026 and who holds office up to the date of ensuing Annual General Meeting (AGM) of the Company in terms of Section 161 of the Companies Act, 2013 ("Act") being eligible for appointment, be and is hereby appointed as Non-Executive Non Independent Director of the Company;

RESOLVED FURTHER THAT Mr. Vijay Chopra who was appointed as an Additional Director of the company, with effect from 20th April, 2026 by the Board of Directors of the Company under Section 161(1), of the Companies Act, 2013 and other applicable provisions of the Companies act, 2013 (including any statutory modification or re-enactment thereof) and applicable provisions of Article of Association of the Company, who shall hold office till ensuing Annual General Meeting, and on recommendation of Nomination and Remuneration Committee and Board of Directors of the Company Consent of members of the Company be and is hereby accorded to appoint Mr. Vijay Chopra (DIN: 06876180) as an Non-executive Non Independent director of the company w.e.f. 20th April, 2026 to 19th April, 2031;

RESOLVED FURTHER THAT any of the Directors/Company Secretary be and are hereby severally authorized to sign and submit the necessary application and file forms and to do all such acts as may be necessary and ancillary in this regard and also to issue a certified copy of the resolution to anyone concerned or interested in the matter.”

By order of the Board of Directors
For AMIC Forging Limited

Neha Fatehpuria
(Company Secretary)
A46217

Date: 11/05/2026
Place: Kolkata

NOTES

1. The Extra Ordinary General Meeting of the Company will be held on Friday, 5th June, 2026 at 03:00 p.m. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) in compliance with the applicable provisions.

2. As per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 20/2020 dated May 05, 2020 and Circular No 02/2022 dated May 05, 2022, Circular No. 10/2022 dated December 28, 2022, circular no.09/2023 dated September 25, 2023, Circular no. 09/2024 dated September 19, 2024 and by issuing the latest Circular no. 03/2025 dated September 22, 2025, MCA has allowed for conducting EGM or passing of Ordinary/ Special Resolution through "Video Conferencing" till further orders in accordance with requirements laid down in Para 3 and Para 4 of the General Circular no20/2020 dated May 5, 2020. The forthcoming EGM will thus be conducted through video conferencing (VC) or other audio-visual means (OAVM). Hence, members can attend and participate the ensuing EGM through VC/OAVM.

3. Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. However, the Body Corporates are entitled to appoint Authorized Representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting. Body Corporates whose Authorized Representatives are intending to attend the Meeting through VC/OAVM are requested to send to the Company on its email Id cs@amicforgings.com a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting and through E-voting.

5. Those Shareholders whose email IDs are not registered can get their e-mail ID's registered as follows: Members holding shares in demat form can get their e-mail ID registered by contacting their respective Depository Participant.

6. Members can join the EGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by the following the procedure mentioned in the Notice. Instructions and other information for members for attending the EGM through VC/OAVM are given in this Notice under Note No 20.

7. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

8. Members seeking any information with regard to any matter to be placed at the EGM, are requested to write to the Company on or before Friday, May 29th, 2026 by 05:00 p.m. IST through e-mail at cs@amicforgings.com to enable the Management to keep full information ready on the date of EGM

9. An explanatory statement setting out details relating to the businesses to be transacted at the Extra Ordinary General Meeting pursuant to Section 102(1) of the Companies Act, 2013, is annexed hereto.

10. The Securities and Exchange Board of India ("SEBI") has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their de-mat accounts.

11. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice.

12. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the EGM.

13. The Notice of EGM will be placed on the Company’s website on https://www.amicforgings.com/

14. As per the MCA Circular 20/2020 dated 5th May, 2020, 09/2023 dated 25th September, 2023 and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 (“SEBI Circular”) (collectively referred to as “Circulars”), the Notice of EGM will be sent through electronic mode to only those Members whose email id’s are registered with the Registrar and Share Transfer Agent of the Company / Depository participant unless any Member has requested for a physical copy of the same. The Company shall send physical copy of the Notice to those Members who request the same at cs@amicforgings.com mentioning their Folio No. / DP ID and Client ID.

15. The Board of Directors have appointed Mr. B. K Barik, Proprietor, B. K Barik & Associates Practising Company Secretary (Mem No.- F5696; COP No.: 3897), as the Scrutinizer to scrutinize the remote e-voting process as well as e-voting during the EGM in a fair and transparent manner.

16. The Scrutiniser will submit his report to the Chairman or to any other person authorised by the Chairman after completion of scrutiny of the votes cast through remote e-Voting before/during the EGM, within the time stipulated under the applicable laws. The results declared along with the Scrutiniser’s report shall be communicated to the Stock Exchanges on which the Company’s shares are listed and will also be displayed on the Company’s website at www.amicforgings.com and on the website of the Company's Registrar and Transfer Agent Bigshare Services Pvt. Ltd at https://ivote.bigshareonline.com.

17. Members are also requested to intimate changes, if any, pertaining to their name, postal address, email address, mobile number, PAN, registration of nomination, power of attorney registration, bank mandate details, etc. to their DPs and to the Company’s Registrar & Share Transfer Agent, Bigshare Services Private Limited at, Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai – 400093.

18. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs (as may be notified from time to time) the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. The Members may please refer to the section of the Notice on 'Voting through electronic means' for e-voting instructions.

19. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13th April, 2020, the Notice calling the EGM has been uploaded on the website of the Company at https://www.amicforgings.com/. The Notice can also be accessed from the website of the stock exchanges i.e. BSE Limited at www.bseindia.com/. The EGM Notice is also available on the website of Bigshare Services Pvt. Ltd at https://ivote.bigshareonline.com.

17. THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

i. The voting period begins on Tuesday, June 02, 2026 from 9.00 A.M. (IST) and ends on Thursday, June 04, 2026 at 5.00 P.M. (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 29th May, 2026 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/

websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

1. Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest is https://web.cdslindia.com/myeasitoken/home/login or visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of BIGSHARE the e-Voting service provider and you will be re-directed to i-Vote website for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. BIGSHARE, so that the user can visit the e-Voting service providers’ website directly.

3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see |

	the e-Voting option where the evoting is in progress, and also able to directly access the system of all e-Voting Service Providers. Click on BIGSHARE and you will be re-directed to i-Vote website for casting your vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name BIGSHARE and you will be re-directed to i-Vote website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name BIGSHARE and you will be redirected to i-Vote website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

1. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

2. You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

3. Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-Voting Platform.
4. Please enter your ‘USER ID’ (User id description is given below) and ‘PASSWORD’ which is shared separately on your register email id.
5. Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.
6. Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.
7. Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE: If Shareholders are holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘LOGIN’ under ‘INVESTOR LOGIN’ tab and then Click on ‘Forgot your password’?
• Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘Reset’.
  (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.
• Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor portal.
• Select event for which you are desire to vote under the dropdown option.
• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.
• Cast your vote by selecting an appropriate option “INFAVOUR”, “NOT IN FAVOUR” or “ABSTAIN” and click on “SUBMIT VOTE”. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote.
• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.
• Shareholder can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
• Click on “REGISTER” under “CUSTODIAN LOGIN”, to register yourself on Bigsharei-Vote e-Voting Platform.
• Enter all required details and submit.
• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id”.
  NOTE: If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘LOGIN’ under ‘CUSTODIAN LOGIN’ tab and further Click on ‘Forgot your password’?

• Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘RESET.
  (In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for Custodian on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

• First you need to map the investor with your user ID under “DOCUMENTS” option on custodian portal.
• Click on “DOCUMENT TYPE” dropdown option and select document type power of attorney (POA).
• Click on upload document “CHOOSE FILE” and upload power of attorney (POA) or board resolution for respective investor and click on “UPLOAD”.
  Note: The power of attorney (POA) or board resolution has to be named as the “InvestorID.pdf” (Mention Demat account number as Investor ID.)
• Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote select “VOTE FILE UPLOAD” option from left hand side menu on custodian portal.
• Select the Event under dropdown option.
• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “UPLOAD”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).
• Custodian can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE” option on custodian portal.

Helpdesk for queries regarding e-voting:

Login type	Helpdesk details
Shareholder’s other than individual shareholders holding shares in Demat mode & Physical mode.	In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com, under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

4. Procedure for joining the /EGM through VC/OAVM:

For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• The Members may attend the EGM through VC/OAVM at https://ivote.bigshareonline.com under Investor login by using the e-voting credentials (i.e., User ID and Password).
• After successful login, Bigshare E-voting system page will appear.
• Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor portal.
• Select event for which you are desire to attend the EGM under the dropdown option.
• For joining virtual meeting, you need to click on “VC/OAVM” link placed beside of “VIDEO CONFERENCE LINK” option.
• Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

The instructions for Members for e-voting on the day of the /EGM are as under:-

• The Members can join the EGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the meeting. The procedure for e-voting on the day of the /EGM is same as the instructions mentioned above for remote e-voting.
• Only those members/shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the /EGM.
• Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

Helpdesk for queries regarding virtual meeting:

In case shareholders/ investor have any queries regarding virtual meeting, you may refer the Frequently Asked Questions ('FAQs') available at https://ivote.bigshareonline.com, under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

EXPLANATORY STATEMENT

[PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013]

ITEM NO 1

The present Authorized Share Capital of the Company is Rs. 12,00,00,000 (Rupees Twelve Crore Only) comprising of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs.10/- each.

Considering the increased fund requirements of the Company, the Board at its Meeting held on May 11, 2026, had accorded its approval for increasing the Authorized Share Capital from Rs. 12,00,00,000 (Rupees Twelve Crore Only) to Rs. 15,00,00,000 (Rupees Fifteen Crore Only) comprising of 1,50,00,000 equity shares of Rs.10/- each, subject to shareholders’ approval.

Consequently, Clause V of the Memorandum of Association (“MOA”) would also require alteration so as to reflect the changed Authorized Share Capital. The existing clause V of the MOA shall be substituted with the following:

“V. The Authorised share capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 10/- (Rupee Ten) each with a power to Board of Directors to increase or reduce the capital and to consolidate or subdivide the shares and issue shares of higher or lower denomination and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges and conditions attached thereto as may be determined by or in accordance with the articles of association of the company and to vary, modify or abrogate any such rights, privileges or conditions or restrictions in such manner as may for the time be permitted by the articles of association of the company or the legislature provisions for the time being in force in that behalf.”

A copy of the Memorandum of Association of the Company duly amended will be available for inspection during business hours.

None of the Directors of the Company or their relatives is in any way concerned or interested, financially or otherwise in the said resolution. The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an Ordinary Resolution.

ITEM NO 2.

The Board of Directors of the Company in its meeting held on May 11, 2026 subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of Equity Share up to 26200 (Twenty Six Thousand Two Hundred) of a face value of Rs. 10/- (Rupees Ten Only) each of the Company at Rs. 1525/- (Rupee One Thousand Five Hundred Twenty Five only) including premium of Rs. 1515/- (Rupee One Thousand Five Hundred Fifteen only) each per Equity Shares and convertible equity Warrants up to 14,22,900 (Fourteen Lakh Twenty-Two Thousand Nine Hundred Only) Warrants convertible into equivalent number of Equity Shares of a face value of Rs. 10/- (Rupees Ten Only) each of the Company ("Warrants"), at Rs. 1525/- (Rupee One Thousand Five Hundred Twenty Five only) including premium of Rs. 1515/- (Rupee One Thousand Five Hundred Fifteen only) each per Warrant which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under the SEBI ICDR Regulations ('Warrant Issue Price').

1. Disclosures required to be made in terms of Rule 13 of the Share Capital Rules are given below:

SI No	Requirements	Disclosures
1	Objects of the issue	The purpose and objective of the fund raise being undertaken by way of the Proposed Investment is as follows:
To meet the Company's capital needs for Capital Expenditure, general corporate requirements.
The proceeds of the issue are proposed to be utilized towards the Phase-III expansion project of AMIC Forging through the establishment of a state-of-the-art Heavy Forging and Integrated Machining Facility centered around a 5,000 Ton Open Die Hydraulic Forging Press and a 40 Ton Forging Manipulator.
The proposed project includes investment in a heavy forging line, integrated CNC machining division, heat treatment facilities comprising six 40-ton bogie hearth furnaces, material handling systems including 35-ton and 25-ton EOT crane networks, utilities and electrical infrastructure, industrial production sheds, civil foundations, flooring, and logistics infrastructure.
2	The total number of securities to be issued	Equity Shares: 26200 (Twenty Six Thousand Two Hundred) equity shares face value of Rs. 10/- (Rupees Ten only) each of the Company, each fully paid-up for cash, at an issue price of Rs. 1525/- (Rupee One Thousand Five Hundred Twenty Five only) including premium of Rs. 1515/- (Rupee One Thousand Five Hundred Fifteen only) per equity share, in accordance with the relevant provisions of Chapter V of the ICDR Regulations, to the Proposed Subscriber (the "Equity Shares").

| | | Warrants: 14,22,900(Fourteen Lakh Twenty-Two Thousand Nine Hundred Only) warrants carrying a right to exercise, get issued and allotted 1 (one) equity share of face value of Rs. 10/- (Rupees Ten only) each of the Company for each such warrant, and each such equity share being fully paid-up for cash at a price of Rs. 1525/- (Rupee One Thousand Five Hundred Twenty Five only) including premium of Rs. 1515/- (Rupee One Thousand Five Hundred Fifteen only)) per such equity share, in accordance with the relevant provisions of Chapter V of the ICDR Regulations, to the Proposed Subscriber (the “Warrants”)
The Equity Shares and Warrants will aggregate to 11.09 (ElevenPoint Zero Nine Percent) of the total and paid up share capital of the Company, on a fully diluted basis, on the date of their allotment. |
| --- | --- | --- |
| 3 | The price or price band at/within which the allotment is proposed | Equity Shares: Each Equity Share is of a face value of Rs. 10/- (Rupees Ten only) each and is proposed to be issued at a premium of Rs. 1515/- (Rupee One Thousand Five Hundred Fifteen only) per such Equity Share.

Warrants: Each Warrant is proposed to be issued at price of Rs. 1525/- (Rupee One Thousand Five Hundred Twenty Five only). Each Warrant is convertible into 1 (one) equity share of the Company of face value of Rs 10/- (Rupees Ten only) at a premium of Rs. 1515/- (Rupee One Thousand Five Hundred Fifteen only) (each such equity share to be issued on conversion of the Warrants, an “Additional Equity Share”). |
| 4 | Basis on which the price has been arrived at along with report of the Registered Valuer | Since the equity shares of the Company are frequently traded shares, the price at which each Equity Share and each Warrant is proposed to be issued is in accordance with the provisions of the ICDR Regulations and the prices computed in terms of the following:

a) in terms of Regulation 164(1) of the ICDR Regulations, the price calculated as the higher of the 90 trading days’ volume weighted average price and the 10 trading days’ volume weighted average price, of the equity shares of the Company, preceding the “Relevant Date” (6^{th}May, 2026), on the Bombay Stock Exchange is Rs. 1524.89 (Rupee One Thousand Five Hundred Twenty Four point Eight Nine only); |

		b) in terms of Regulation 166A(1) of the ICDR Regulations, since the Proposed Transaction results in allotment of less than 5% of the post issue fully diluted equity shares of the Company to one subscriber, a valuation report is not required.
5.	Relevant date with reference to which the price has been arrived at	The “Relevant Date” for the purposes of computation of the price in terms of Regulation 164(1) of the ICDR Regulations is May 6, 2026 (i.e., a date that is 30 days prior to the date of the Extra-Ordinary General Meeting of the Company (scheduled to be held on June 5, 2026).
6	The class or classes of persons to whom the allotment is proposed to be made	The issuance and allotment of the Equity Shares and Warrant is proposed to be made to the Proposed Subscribers. The Proposed Subscribers are from non-promoter group of the Company.
7	Intention of promoters, directors or key managerial personnel to subscribe to the offer	None of the Promoter, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Equity Share and Convertible Equity Warrants on conversion proposed to be issued under the Preferential Issue.
8	The proposed time within which the allotment shall be completed	The allotment of Equity Shares and Warrants will be completed within a period of 15 (fifteen) days from the date of passing of this resolution by the members of the Company. Provided that where the allotment is subject to receipt of any approval for such allotment from any regulatory/statutory authority including in-principle approval from the BSE Limited in relation to the Proposed Investment, the allotment will be completed within a period of 15 (fifteen) days from the date of receipt of last of such approval(s).

9	The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them
Proposed Allottees	Category	Pre Issue
No of shares	%	No of shares
Kvasa Capital	Non Promoter	0
Motilal Oswal Financial Services Limited	Non Promoter	0
Calliope Capital Advisors LLP	Non Promoter	0
Mukul Mahavir Agrawal	Non Promoter	0
Rakesh Tarway	Non Promoter	0
Khyati Deepak Suba	Non Promoter	0
Infiniterise Ventures Private Limited	Non Promoter	0
Mahesh Jayantilal Shah	Non Promoter	0
Suresh Zunzunwala	Non Promoter	0
Ankit Madhogaria	Non Promoter	1900
Debashree Choudhury Chakraborty	Non Promoter	0
Bas & Associates	Non Promoter	0

10	The change in control, if any, in the company that would occur consequent to the preferential offer	There will be no change in the control of the Company, as a result of the Proposed Investment.
11	The number of persons to whom allotment on a preferential basis has already been made during the year, in terms of number of securities as well as price	The Company has not made any allotment of any securities on a preferential basis in the financial years 2026-2027.
12	The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer	Not applicable since the issuance and allotment of the Equity Share and Warrants is being made for cash.
13	The pre issue and post issue shareholding pattern of the company	Please see Annexure A.

2. Please see below the disclosures required to be made in terms of Rule 14 of the PAS Rules:

| 1 | Particulars of the offer including date of passing of Board resolution | Please see line item 2 of Paragraph 2 above.
The date of passing of the resolution of the Board approving the issuance of the Equity shares and Warrants is May 11, 2026 |
| --- | --- | --- |
| 2 | Kinds of securities offered and the price at which security is being offered | Please see line item 2 and 3 of Paragraph 2 above. |
| 3 | Basis or justification for the price (including premium, if any) at which the offer or invitation is being made | Please see line items 3 and 4 of Paragraph 2 above. |

4	Name and address of valuers who performed Valuation	The price computation in terms of Regulation 164(1) of the ICDR Regulations. Registered Valuer certificate is not required.
5	Amount which the company intends to raise by way of such securities	The aggregate amount intended to be raised pursuant to the Proposed issue of Equity shares and warrants is Rs. 220,98,77,500/- (Rupees Two hundred Twenty Crores Ninety Eight Lakhs Seventy Seven Thousand Five Hundred only).
6	Material terms of raising such securities	Equity Shares: The Equity Shares shall be pari passu in all respects with the existing fully paid-up equity shares of face value of Rs 10/- (Rupees Ten only) each of the Company including with respect to entitlement to dividend, voting powers and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company.
Warrants
1. Each Warrant is convertible in to 1 (one) equity share of face value Rs. 10/ - (Rupees Ten only) (“Additional Equity Share”), in one or more tranches, within a period of 18 (eighteen) months from the date of allotment of the Warrants as per the ICDR Regulations by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised.
2. The Warrants by themselves, until exercise of the conversion option and allotment of Additional Equity Shares, do not give the Proposed Subscriber any rights akin to that of shareholder(s) of the Company including voting rights.
3. An amount equivalent to 25% (twenty -five percent) of the price of each Warrant, calculated as of the “Relevant Date” shall be payable for such Warrant on or before the date of allotment of such Warrant (the “Upfront Warrant Payment”) and the balance 75% (seventy -five percent) of the price of each Warrant shall be paid on the exercise of the Warrant(s).
4. In the event that the Proposed Subscriber does not exercise the Warrants within a period of 18 (eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the Upfront Warrant Payment on such Warrants shall stand forfeited by the Company.

7	Proposed time schedule	As required under the SEBI (ICDR) Regulations, the Equity Shares shall be allotted by the Company within a period of 15 (fifteen) days from the date of passing of the resolution at this Extra Ordinary General Meeting of the Company. Provided that where the allotment is subject to receipt of any approval for such allotment from any regulatory/ statutory authority including in - principle approval from Stock Exchanges for the Proposed Investment, the allotment will be completed within a period of 15 (fifteen) days from the date of receipt of last of such approval(s). In accordance with applicable law, the tenure of the Warrants shall not exceed 18 (eighteen) months from the date of their issue and allotment; and if the option to be issued Additional Equity Shares by converting the Warrants is not exercised in accordance with its terms during such tenure, then the Warrants shall lapse and the consideration paid in respect of such Warrants shall stand forfeited, and the Proposed Subscriber shall have no claim in respect of such consideration.
8	Purposes or objects of offer	Please see line item 1 of Paragraph 2 above
9	Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects	None of the Promoters or Directors of the Company intends to subscribe to any of the Equity Shares or Convertible Equity Warrants on conversion proposed to be issued under the Preferential Issue.
10	Principal terms of assets charged as securities:	Not Applicable

1. Disclosures required to be made in terms of Regulation 163(1) of the ICDR Regulations are given below:

SI No	Requirement	Disclosure
1	Objects of the issue	Please see line item 1 of Paragraph 2 above.
2	Maximum number of specified securities to be issued	Please see line item 2 of Paragraph 2 above.

3	Intent of the promoters, director or key managerial personnel of the issuer to subscribe to the offer	Please see line item 7 of Paragraph 2 above.
4	Shareholding pattern of the issuer before and after the preferential issue	Please see Annexure A.
5	Time frame within which the preferential issue will be completed	Please see line item 8 of Paragraph 2 above.
6	The identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees	Proposed Allottees
Names of ultimate beneficial owners of proposed allottee(s)
Share Warrants
		Kvasa Capital
Adhiraj Swarup Agarwal
		Motilal Oswal Financial Services Limited
NA
		Calliope Capital Advisors LLP
Navin Hariprasad Agarwal
Shital Navin Agarwal
		Mukul Mahavir Agrawal
NA
		Rakesh Tarway
NA
		Khyati Deepak Suba
NA
		Infiniterise Ventures Private Limited
Amit Anand Rathi
		Mahesh Jayantilal Shah
NA
		Suresh Zunzunwala
NA
		Ankit Madhogaria
NA
		Debashree Choudhury Chakraborty
NA
		Bas & Associates
Nirmala Debi Agarwal
7	The percentage of post preferential issue capital that may be held by the allottee(s) and the change in control, if any, in the issuer consequent to the preferential issue.	Please see line items 9 and 10 of Paragraph 2 above.

8	The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter	SI No	Name of the Proposed Allottee	Pre-Preferential Issue	Post-Preferential Issue
				Category (Promoter/ Non - Promoter)	Category (Promoter/ Non - Promoter)
			Kvasa Capital	Non Promoter	Non Promoter
			Motilal Oswal Financial Services Limited	Non Promoter	Non Promoter
			Calliope Capital Advisors LLP	Non Promoter	Non Promoter
			Mukul Mahavir Agrawal	Non Promoter	Non Promoter
			Rakesh Tarway	Non Promoter	Non Promoter
			Khyati Deepak Suba	Non Promoter	Non Promoter
			Infinitierise Ventures Private Limited	Non Promoter	Non Promoter
			Mahesh Jayantilal Shah	Non Promoter	Non Promoter
			Suresh Zunzunwala	Non Promoter	Non Promoter
			Ankit Madhogaria	Non Promoter	Non Promoter
			Debashree Choudhury Chakraborty	Non Promoter	Non Promoter
			Bas & Associates	Non Promoter	Non Promoter

1. Neither the Company nor any Promoter or any member of the Promoter Group of the Company appears in the list of willful defaulters categorized by any bank or financial institution or consortium thereof, and therefore, the Company is not required to submit the disclosures under Schedule VI of the ICDR Regulations.

2. The Warrants are proposed to be issued to the Proposed Subscriber on the terms approved by the Board and are convertible into the Additional Equity Shares i.e., equity shares of face value of Rs. 10/- (Rupees Ten only) each of the Company, and each such equity share to be issued at a premium of Rs. 1515/- (Rupees One Thousand Five Hundred Fifteen Only) each.

3. An amount equivalent to 25% (twenty-five percent) of the price of each Warrant, calculated as of the “Relevant Date”, shall be payable for such Warrant on or before the date of allotment of such Warrant and the balance 75% (seventy-five percent) of the price of each Warrant shall be paid at the time of exercise of the Warrants.

4. The Proposed Subscriber shall be entitled to exercise the Warrants in 1 (one) or more tranches, prior to the expiry of 18 (eighteen) months from the date of allotment of the Warrants. If the Warrants are not exercised within such 18 (eighteen) month timeline, the Warrants shall lapse, and the amount paid by the Proposed Subscriber shall stand forfeited by the Company and the Company shall have no liability or obligations to allot any Additional Equity Shares which correspond to the unexercised Warrants or return any part of the Upfront Warrant Payment.

5. Lock-in Period: The equity share, warrants and the Additional Equity Sharesshall be subject to ‘lock-in’ as prescribed under the applicable provisions of the ICDR Regulations.

6. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the Listing Agreement with the stock exchange(s) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. The Company has obtained the Permanent Account Numbers of the Proposed Subscriber, i.e., the proposed allottees to whom the Equity Shares and Warrants are proposed to be allotted.

8. The Company shall make an application to the Stock Exchanges for seeking their in-principle approval for the Proposed Investment.

9. No Promoter of the Company or member of the Promoter Group of the Company including the Proposed Subscribers has sold any equity shares of the Company during the 90 (ninety) trading days period before the “Relevant Date” (i.e., May 06, 2026 being a date that is 30 days prior to the date of this Extra-Ordinary General Meeting of the Company).

10. No Promoter of the Company or member of the Promoter Group of the Company has subscribed to Equity shares or warrants of the Company previously and has failed to exercise them and therefore the Promoters of the Company and the members of the Promoter/Promoter Group of the Company are not ineligible to be issued ‘specified securities’ on a preferential basis in terms of Regulation 159(2) of the ICDR Regulations.

11. The Proposed Subscriber is not a ‘qualified institutional buyer’.

12. Undertakings:
    (a) None of the Promoters of the Company or the members of the Promoter Group of the Company or directors of the Company or proposed allottees are a fugitive economic offender or a willful defaulter or a fraudulent borrower.
    (b) The Company shall re-compute the price of the relevant securities to be allotted under this preferential allotment in terms of the provisions of ICDR Regulations where it is required to do so, including pursuant to Regulation 166 of the ICDR Regulations.
    (c) As the equity shares of the Company have been listed for a period of more than 90 (ninety) trading days as on the Relevant Date, the provisions of Regulation 164(3) and Regulation 167(5) of ICDR Regulations governing recomputation of price shall not be applicable.
    (d) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR Regulations, the relevant securities to be allotted under the preferential allotment shall continue to be locked-in till the time such amount is paid by the Proposed Subscriber.
    (e) The Company does not have any outstanding dues to SEBI, the stock exchanges or the depositories.

13. In terms of the Act and the ICDR Regulations, approval of the members of the Company is being sought by way of a Special Resolution for the issuance of Equity Shares and Warrants, on a preferential basis by way of a private placement.

14. The Company has obtained a certificate issued by Practicing Company Secretaries, certifying that the Proposed Investment is being made in accordance with the ICDR Regulations, as required under Regulation 163(2) of the ICDR Regulations. This certificate available to the members of the Company for inspection electronically from the date of circulation of this notice up to the date of the Extra-Ordinary General Meeting. The same is available on the website of the Company at www.amicforgings.com.

15. Pursuant to the Proposed Investment and in accordance with Rule 14(1) of the PAS Rules, no offer or invitation of any securities is being made to a body corporate incorporated in, or a national of, a country which shares a land border with India.

The Board hereby recommends the resolution, as set forth in this Notice, for approval by the members of the Company by way of a “Special Resolution”.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in this resolution.

ITEM NO 3

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. S Subrahmanyan (DIN: 06447057), as an Additional Director of the Company, in the category of Independent, Non-Executive Director, not liable to retire by rotation, with effect from 3rd October, 2025.

Pursuant to the provisions of Section 161(1) of the Act, Mr. S Subrahmanyan (DIN: 06447057), shall hold the office up to the date of the ensuing Annual General Meeting ("AGM") and is eligible to be appointed as an Independent Director.

The Company has received declarations from Mr. S Subrahmanyan to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In terms of Regulation 25(8) of SEBI Listing Regulations, Mr. S Subrahmanyan confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. In the opinion of the Board, Mr. S Subrahmanyan fulfils the conditions specified in the Act, Rules and SEBI Listing Regulations for the appointment as an Independent Director and is independent of the management of the Company.

The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday) and will also be kept open during the EGM till the conclusion of the EGM.

The Board of Directors is of the opinion that Mr. S Subrahmanyan's association as a member on the Board will be beneficial for the Company. In compliance with the provisions of Section 149, read with Schedule IV of the Act and Regulation 17 of SEBI Listing Regulations and other applicable Regulations, the appointment of Mr. S Subrahmanyan as an Independent Director is now being placed before the Members for their approval.

Your Board proposes the resolution, as set out at Item No.1 of the Notice, for approval of the Members as Special Resolution.

Memorandum of Interest

Except Mr. S Subrahmanyan, no other Director(s) and Key Managerial Personnel(s) or their relatives, is in any way, concerned or interested, financially or otherwise.

ITEM NO 4

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 Mr. Vijay Chopra (DIN:06876180) was appointed as additional director (designated as Non-Executive Director) of the Company with effect from April 20, 2026 and shall hold the office up to the date of the ensuing Annual General Meeting and is eligible for appointment as Director.

On the recommendation of Nomination and Remuneration Committee, your Board of Directors considers that his association as Director will be beneficial to and in the interest of the Company. Your Board of Directors recommends the resolution set out at Item No. 4 of the notice, for appointment of Mr. Vijay Chopra (DIN:06876180) as Non-Executive Non Independent Director of the Company, with office term liable to retire by rotation.

The Board of Directors recommends passing the Ordinary resolution as set out in the Notice as Item No. 04.

Except being appointee, none of the directors and key managerial personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 4.

By order of the Board of Directors
For AMIC Forging Limited

Neha Fatehpuria
(Company Secretary)
A46217

Date: 11/05/2026
Place: Kolkata

Additional information on Director seeking appointment at the Extra Ordinary General Meeting (Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India)

Name of Director	Mr. S.Subrahmanyan	Mr. Vijay Chopra
Date of Birth	28/04/1957	01/07/1975
Age	69 years	50 years
Date of Appointment	03/10/2025	20/04/2026
Expertise in Specific Functional Area	Management & Administration	Capital Markets Veteran with expertise in Investment Banking, Fund Raising, Investor Relations, and Corporate Strategy.”
Qualifications	Graduate in Mechanical Engineering from College of Engineering, Guindy Chennai and a Post Graduate in Aircraft Production Engineering from IIT Madras.	He is an IIFT Alumnus & has done his masters in International Business from Indian Institute of Foreign Trade, New Delhi.
Terms and conditions of Appointment	Appointed as Non Executive Independent Director, Not liable to retire by rotation	Appointed as Non Executive non Independent Director, liable to retire by rotation
Remuneration last drawn	NIL	NIL
Remuneration proposed to be paid	-	-
Number of Meetings of the Board attended during the financial year 2026-27	NIL	NIL
No. of shares held in the Company	0	0
Directorships in other Listed Companies	Nil	Nil
Membership/ Chairmanship of Committees in other Listed Companies	Nil	Nil
Details of Listed Entity from which person has resigned in past three years	Nil	Nil
Relationship between Directors inter-se	NA	NA

ANNEXURE-A

PRE & POST SHAREHOLDING

Sr No	Category	Pre-issue		Post-issue
		No of shares held	% of shareholding	No of shares held	% of shareholding
A	Promoters' holding
1	Indian
	Individual	6379010	55.23	6379010	49.08
	Bodies corporate	-	-	-	-
2	Foreign promoters	-	-	-	-
	Sub-total (A)	6379010	55.24	6379010	49.08
B	Public/Non-promoters' holding
1	Institutional investors
	Domestic	125000	1.08	125000	0.96
	Foreign	15600	0.14	15600	0.12
2	Non-institutions
	Resident Individuals	3031600	26.25	3412000	26.25
	Non Resident Indians	48400	0.42	48400	0.37
	Bodies Corporate	1531625	13.26	2495525	19.20
	Trust (Non Promoter)	0	0	0	0
	HUF	309800	2.68	309800	2.38
	Others	107800	0.93	212600	1.64
	Sub-total (B)	5169825	44.76	6618925	50.92
	GRAND TOTAL	11548835	100.00	12997935	100.00