NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

NOVYRA PHARMACHEM LIMITED

(FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Regd. office: R S No 432, T P Scheme No 3, F P No 89/A, City Survey No 3763, Plot No C, Palky Plot No A, Ground Floor, Back Side, Pavthawala Compound B/h Zenith Mill, Vastadevadi Road, Surat, Gujarat-395004, Phone No.: +91 92654 53481, Website: www.bansisonstea.in;

E-mail: [email protected]

NOTICE OF THIRTY-NINTH ANNUAL GENERAL MEETING

To the Members,

NOTICE is hereby given that the 39th Annual General Meeting of the Members of Novyra Pharmachem Limited (Formerly Known As a Bansisons Tea Industries Limited) will be held on Thursday, June 25, 2026 at 11:00 A.M. through Video Conferencing/ Other Audio-Visual Means (VC/OAVM). The venue of the Meeting shall be deemed to be at its registered office situated at R S No 432, T P Scheme No 3, F P No 89/A, City Survey No 3763, Plot No C, Palky Plot No A, Ground Floor, Back Side, Pavthawala Compound B/h Zenith Mill, Vastadevadi Road, Surat, Gujarat, 395004, to transact the following business: -

ORDINARY BUSINESS:

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2026 and the Statement of Profit & Loss for the year ended on that date, together with the Reports of the Auditors and Directors thereon:

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

"RESOLVED THAT the Directors' Report and the Audited Balance Sheet as on year ended 31st March, 2026 and the Profit and Loss Accounts for the Year ended as on 31st March, 2026 along with the Auditors' Report thereon are hereby considered, approved and adopted."

To appoint a Director in place of Mr. Sandeep Agarwal, (DIN: 00688647), who retires by rotation in terms of Section 152(6) of Companies Act, 2013 and being eligible, offers himself for re-appointment:

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

"RESOLVED THAT, Mr. Sandeep Agarwal, (DIN: 00688647), who retires by rotation in terms of Section 152(6) of Companies Act, 2013 and being eligible has offered himself for re-appointment, be and is hereby appointed as a Director of the Company, whose period of office shall be liable to determination by retirement of directors by rotation."

SPECIAL BUSINESS: -

To Consider and approve the Scheme of Capital Reduction of the Company.

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

"RESOLVED THAT pursuant to Section 66 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder (the "Act") read with The National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 (including any statutory modification(s) or re-enactment thereof for the time being in force), and Securities and Exchange

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") and pursuant to Article 38 of the Articles of Association of the Company, Based on the report of Audit Committee and Independent Directors and subject to the confirmation by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT" or "Tribunal") and such other approvals, consents, permissions and sanctions as may be necessary, to be obtained from any government or statutory authority, consent of the Company, be and is hereby accorded to the Board of Directors to reduce the issued, subscribed and paid-up capital of the Company from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising 63,30,000 (Sixty-Three Lakhs Thirty Thousand) equity shares of Rs. 10/- each, (Rupees Ten Only) each to Rs.90,42,860 (Rupees Ninety Lakhs Forty-Two Thousand Eight Hundred Sixty Only) comprising 9,04,286 (Nine Lakh Four Thousand Two Hundred Eighty-Six) Equity Shares of Rs.10/- (Rupees Ten Only) each by cancelling and extinguishing, 85.71% of the total issued, subscribed and paid-up equity share capital of the Company, comprising 54,25,714 (Fifty-Four Lakh Twenty-Five Thousand Seven Hundred and Fourteen) Equity Shares of Rs.10/- (Rupees Ten) each held by the members of the Company."

"RESOLVED FURTHER THAT the Company's financial statement currently reflects Accumulated Losses (debit balance of Profit& Loss Account) to the tune of Rs.5,70,79,348 (Rupees Five Crores Seventy Lakhs Seventy-Nine Thousand Three Hundred and Forty-Eight Only) based on Audited Standalone financial Statements for the year ended March 31, 2026, the Accumulated Losses of Rs.5,42,57,140/- (Five Crores Forty-Two Lakhs Fifty-Seven Thousand and One Hundred and Forty Only) is hereby written off."

"RESOLVED FURTHER THAT upon Reduction, the issued, subscribed and paid-up capital of shall stand reduced from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising 63,30,000 (Sixty-Three Lakhs Thirty Thousand) equity shares of Rs. 10/- each, (Rupees Ten Only) each to Rs.90,42,860 (Rupees Ninety Lakhs Forty-Two Thousand Eight Hundred Sixty Only) comprising 9,04,286 (Nine Lakh Four Thousand Two Hundred Eighty-Six) (hereinafter referred to as "the New Equity Shares") Equity Shares of Rs.10/- (Rupees Ten Only) each by cancelling and extinguishing, 85.71% of the total issued, subscribed and paid-up equity share capital of the Company."

"RESOLVED FURTHER THAT the company shall not be required to use the words "and reduced" as part of its name as there is neither any payment outgo nor it amount to extinguishing or reducing liability on its shares in respect of its share capital."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take all necessary steps and do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, expedient, usual or proper, in the best interest of the Company and its members in connection with and relating to the Capital Reduction, including any directions for settling any question or doubt or difficulty whatsoever that may arise, for the purpose of giving effect to the Capital Reduction, or to any modification thereof, and as the Board may in its absolute discretion deem and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, including but not limited to:

a) Finalizing, amending and settling the draft scheme, application / petition, and assent to such alterations, conditions and modifications, if any, or effect any other modification or amendment as the Board of Directors of the Company may consider necessary or desirable to give effect to the proposed reduction of share capital;

b) Filing any affidavit, petition, pleading, application, form or reports before NCLT or any other statutory or regulatory authority including the concerned stock exchange, SEBI, the Registrar of Companies, the Regional Director or such other authority as may be required in connection with the proposed reduction of capital or its sanction thereof and to do all such acts and deeds as they may deem necessary in connection therewith and incidental thereto;

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

c) Making such alterations and changes in the scheme, application to be made to NCLT, as may be expedient or necessary or satisfying the conditions / requirement imposed by NCLT, SEBI and/or any other statutory / regulatory authorities, as may be -required, provided that prior approval of the Board shall be obtained for making any material changes in the said application.

d) Signing all applications, petitions, affidavits, undertakings, documents, letters relating to the proposed reduction of capital and represent the Company before the NCLT and any other authorities in relation to any matter relating to the proposed reduction of capital or delegate such authority to any other person through a valid power of attorney;

e) To verify, sign, deal, swear, affirm, declare, deliver, execute, make, enter into, acknowledge, undertake, record all deeds, declarations, instruments, vakalarnamas, applications, petitions, affidavits, objections, notices and writings whatsoever as may be usual, necessary, proper or expedient and all manner of documents, petitions, affidavits and applications under the applicable laws including Companies Act, 2013, and Rules made thereunder and other applicable laws/regulations in relation to the aforesaid matter and to represent the Company in all correspondences, matters and proceedings and any nature whatsoever in relation to the above;

f) To engage any Lawyer, counsel, consultant firms, advisors, advocates, attorneys, pleaders, solicitors, valuers, auditors, accountants, registrars or any other one or more agencies, as may be required in relation to or in connection with the proposed reduction of share capital, on such terms and conditions as they may deem fit, finalize fees, terms and conditions of their appointment letter(s), furnish such information as may be required by them and also to sign, execute and deliver all documents, letters, advertisements, announcements, disclosures, affidavits, undertakings and other related documents in favor of the concerned authorities, advocates or any one or more persons or firms as they may deem fit and to do all such acts, deeds and things as they may deem fit and as may be necessary in this regard.

g) Incur such other expenses as may be necessary with regard to the above transaction, including payment of fees to solicitors, merchant bankers, advisors, valuers, registrars and other agencies and such other expenses that may be incidental to the above, as may be decided by them.

h) Make any modifications as they may consider necessary in relation to the procedure and modalities of effecting the transactions contemplated in this resolution.

i) Consider, approve, sign and execute all other documents, advertisements, announcements, disclosures, etc. which may be sent / required to be sent to concerned authorities on behalf of the Company.

j) To file requisite forms with the Registrar of Companies in connection with the proposed reduction of share capital during and after the process of sanction thereof.

k) Sign, execute and deliver such documents as may be necessary and do all such other acts, matters, deeds and things necessary or desirable in connection with or incidental to giving effect for the purpose of the above resolutions or to otherwise give effect to the transactions contemplated as aforesaid.

l) To accept services of notices or other Processes which may from time to time be issued in connection with the matter aforesaid:

m) To do all such acts and things and deal with all such matters and take all steps as may be necessary including any modification, if required, and do all such other acts, matters, deeds and

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

things necessary, proper or desirable in connection with or incidental to giving effect to the purposes of this Resolution.

n) To give such directions as they may think fit and proper, including directions for settling any questions or difficulties that may arise and to do all acts, deeds and tasks, as may be deemed necessary, expedient or proper to give effect to the proposed reduction of capital and for matters connected therewith or incidental thereto.

"RESOLVED FURTHER THAT in connection with the proposed reduction of share capital, the Company hereby records that:

a) No investigations or proceedings have been instituted and are pending against the Company under the Act.

b) The Company has not accepted any deposits under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Hence, the Company is not in arrears with respect to repayment of any deposits or interest thereon, as on the date of filing of this Scheme.

c) The reduction of capital will not have any adverse effect on any directors, key managerial personnel, promoters, non-promoter members, creditors and employees of the Company. The Company does not have any depositors and debenture holders. The reduction of capital will be in the best interest of all the stakeholders of the Company.

The reduction of Share Capital of the Company does not envisage transferor vesting of any properties and/or liabilities to or in favor of the Company.

d) The reduction of capital does not involve diminution of any liability in respect of unpaid capital of the Company, if any and nor is there any payment on the reduction of share capital. No additional amount shall be called from any of the existing shareholders after capital reduction.

e) The reduction of capital shall not affect the conduct of the business of the Company and for any deeds, bonds, contracts, agreements and any other instruments to which the Company is a Party and/or any legal or other proceedings by or against the Company.

f) The capital reduction, if approved, the books of the Company would better represent its financial position which would help the Company position itself better in the market and undertake business activities efficiently. This would be value accretive to the Shareholders as well, as their holdings would yield better results.

g) The proposed reduction of capital, if approved, would enable the Company to explore opportunities for the benefit of its Shareholders, including the form of dividend payments, in terms of the applicable laws and will result in making the Company's balance sheet leaner and downsized. The proposed Scheme would be for the overall benefit of the Company, its creditors, its Shareholders and all other stakeholders.

h) The capital reduction would provide greater flexibility to the Company in raising funds either from the capital market or from any bank/ financial institutions in the form of equity or debt, depending on the business needs of the Company and will be for the benefit of the and its Company shareholders, creditors and all concerned as whole."

"RESOLVED FURTHER THAT any Director or Company Secretary of the Company be is hereby singly authorized do all such acts, deeds and things as may be required to give effect to the aforesaid resolutions, including issuing share certificates, making necessary filings, etc. with the NCLT/ or

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before the regulatory authorities and to give effect to the aforesaid resolution."

"RESOLVED FURTHER THAT a certified true copy of the above resolution be forwarded wherever required, under the signature of any Director or any officials of the Company as authorized above."

Regularization of Appointment of Mr. Anilkumar Amreliya (DIN: 11339148) as Executive Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to such approvals as may be necessary, consent of the members of the Company be and is hereby accorded for the regularization of appointment of Mr. Anilkumar Amreliya (DIN: 11339148), who was appointed as an Executive Director of the Company by the Board of Directors with effect from 06th February, 2026, and who holds office as such up to the date of this General Meeting, and being eligible, has offered himself for appointment, be and is hereby appointed as an Executive Director of the Company, liable to retire by rotation."

"RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any Committee thereof) be and is hereby authorized to do all such acts, deeds, matters and things and to take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."

"RESOLVED FURTHER THAT the remuneration payable to Mr. Anilkumar Amreliya shall be as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, within the limits prescribed under the provisions of the Companies Act, 2013 and Schedule V thereof."

Appointment of Mr. Anilkumar Amreliya (DIN: 11339148) as Managing Director of the Company:

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

"RESOLVED THAT Pursuant to the provisions of Section 196 of the Companies Act 2013, and all other applicable provisions if any, as amended up to date, consent of the shareholders of the Company be and is hereby accorded to appoint Mr. Anilkumar Amreliya (DIN: 11339148) as a Managing Director of the Company, for a period of 5 years with effect from 25th June, 2026, and on the remuneration and other terms and conditions set out in the respective resolutions hereunder."

"RESOLVED FURTHER THAT pursuant to Section 197,198,199,203 and all other applicable provisions of the Companies Act 2013, if any, and rule 7 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the said act as amended up to date, pursuant to applicable Regulations, if any and Articles of Association of the Company and such other applicable provisions (including any statutory modification or re-enactment thereof), if any, on the recommendation of Nomination and Remuneration Committee and Board of Directors, consent of the shareholders of the Company, be and is hereby accorded for a remuneration up to Rs.11,000/- per month with effect from 19.06.2026 to Mr. Anilkumar Amreliya, Managing Director as specified under Schedule V of the act and or any amendment that may be notified by the government for the

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Companies having inadequate profits / no profits with permission to the Board of Directors to increase, reduce or alter or vary the terms of remuneration and perquisites including monitory value thereof and from time to time and in such manner as the Board of Directors may deem fit so as not to exceed the remuneration limits as specified in Schedule V of the said act or any amendment that may be notified by the government in that behalf, on terms and conditions as mentioned hereunder:

Terms of Remuneration:-

i) Salary: Rs.11,000/- per month.
ii) Commission, Bonus, Perquisites: Decided by Board of Directors of the Company.

If in any financial year, the Company has no profit or its profits are inadequate the above remuneration is paid as the minimum remuneration subject to the provisions of Schedule V of the Companies Act, 2013."

"RESOLVED FURTHER THAT the scope and quantum of remuneration specified herein above, may be enhanced, enlarged or varied by the Board of directors, in the light of and in conformity with any amendments to the relevant provisions of the Companies Act, 2013 and / or the rules and regulations made there under and/or such guidelines as may be announced by the Government of India from time to time."

"RESOLVED FURTHER THAT Any one Director of the company be and is hereby authorized to file Form DIR12 and make necessary entries in the Statutory register and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution."

By Order of the Board of Directors

For Novyra Pharmachem Limited

(Formerly known as Bansisons Tea Industries Limited)

Date: 16th May, 2026

Place: Surat

Sd/-

Sandeep Agarwal

Whole-time Director

DIN: 00688647

Registered Office:

R S No 432, City Survey No 3763, Ground Floor, Pavthawala Compound B/h

Zenith Mill, Vastadevadi Road, Vasta Devdi Road, Surat, Gujarat, India, 395004

CIN: L21001GJ1987PLC171085

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

NOTES:

Statement pursuant to Section 102(1) of the Companies Act, 2013 (the “Act”), in respect of the Special Business to be transacted at the 39th Annual General Meeting (“AGM”) is annexed hereto. Details of Directors whose appointment/re-appointment is proposed pursuant to Secretarial Standards on General Meeting (SS-2) is also enclosed herewith.
In view of the General Circulars No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, Circular No. 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021, 19/2021 dated December 8, 2021, Circular No. 02/2022 dated May 05, 2022, Circular No. 10/2022 dated December 28, 2022 and Circular No. 09/2023 dated September 25, 2023, Circular no. 09/2024 dated September 19, 2024, Circular no. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”) allowed the Companies to hold their Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”) and MCA Circulars, the Annual General Meeting of the Company is being held through VC / OAVM.

In view of the aforementioned, this AGM of the Members is being held through VC/OAVM. Members are requested to join and participate in the AGM through VC/OAVM only. The detailed procedure for participating in the meeting through VC/OAVM is provided in the notice.

Since the AGM is being conducted through VC, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Corporate members intending to send their authorized representative to attend the meeting pursuant to the section 113 of the Companies Act, 2013 are requested to send to the company a certified true copy of the relevant board resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the meeting.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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 dated April 08, 2020, April 13, 2020, May 05, 2020 and January 13, 2021 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.bansisonstea.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. https://www.evoting.nsdl.com/
AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021, 10/2021 dated June 23, 2021, 19/2021 dated December 8, 2021, Circular No. 02/2022 dated May 05, 2022, Circular No. 10/2022 dated December 28, 2022 and Circular No. 09/2023 dated September 25, 2023, Circular no. 09/2024 dated September 19, 2024, Circular no. 03/2025 dated September 22, 2025.
A Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act"), relating to the Special Business to be transacted at the Annual General Meeting ("Meeting") is annexed hereto.
The Register of Members and Share Transfer Books of the Company will remain closed from 19th June, 2026 to 25th June, 2026 (both days inclusive).
The requisite Registers as required under the Act will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such document scan send an email to [email protected].
Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository. Members holding shares in demat form are requested to register their e-mail address with their Depository Participant(s) only. Members of the Company, who have registered their e-mail address, are entitled to receive such communication in physical form upon request.
Securities and Exchange Board of India ("SEBI") has mandated that securities of listed companies can be transferred only in dematerialized form w.e.f. April 1, 2019. Accordingly, the Company/ S. K. Infosolutions has stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialization.
In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report and Audited Financial Statements for the financial year 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company or the Depository Participant(s).
Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository Participant(s), with whom they maintain their demat accounts; will be used by the Company for payment of dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in demat form for any change in bank particulars. Members holding shares in demat form are requested to intimate any change in their address and / or bank mandate to their Depository Participants immediately.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Members holding shares in physical form are requested to intimate any change of address and / or bank mandate to S. K. Infosolutions Private Limited - Registrar and Share Transfer agent of the Company immediately.
Members are requested to note that the company does not have any amount which required to be transferred to the Investor Education and Protection Fund (IEPF).
The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit PAN details to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to S. K. Infosolutions Private Limited, Registrar and Share Transfer agent of the Company.
Members desiring any information relating to the accounts are requested to write to the Company well in advance so as to enable the management to keep the information ready.
The Board of Directors of the Company has appointed CS Rupal Patel, Practicing Company Secretary as Scrutinizer to scrutinize the voting and remote e-voting process in a fair & transparent manner and they have communicated their willingness to the said appointment and will be available for same purpose.
The voting period begins on Monday, June 22, 2026 from 9:00 a.m. and ends on Wednesday, June 24, 2026 to 05:00 pm. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Thursday, June 18, 2026 may cast their vote electronically.
Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.
Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member /beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. June 18, 2026.
The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will, not later than forty-eight hours from the conclusion of the Meeting, make a consolidated scrutinizer's report and submit the same to the Chairman or a person authorized by him in writing. The results declared along with the scrutinizer's report shall be placed on the website of the Company www.bansisonstea.in. The results shall simultaneously be communicated to the Stock Exchanges.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on Monday, June 22, 2026 at 9:00 A.M. and ends on Wednesday, June 24, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. June 18, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular 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.

	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	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 under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are 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 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play

Individual Shareholders holding securities in demat mode with NSDL.

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 under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are 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 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Individual Shareholders holding securities in demat mode with CDSL	Existing users who have opted for Easi / Easiest, they can login through their 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 arehttps://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
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. Upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL 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 with CDSL

Existing users who have opted for Easi / Easiest, they can login through their 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 arehttps://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

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. Upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL 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. NSDL and CDSL.

Login type	Helpdesk details
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 [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
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 [email protected] or contact at 022-23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

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, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

How to retrieve your ‘initial password’?

If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Now, you will have to click on "Login" button.

After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".

Now you are ready for e-Voting as the Voting page opens. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted. Upon confirmation, the message "Vote cast successfully" will be displayed.

You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Hardik Thakkar at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM 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 AGM.
Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] . The same will be replied by the company suitably.

By Order of the Board of Directors

For Novyra Pharmachem Limited

(Formerly known as Bansisons Tea Industries Limited)

Date: 16th May, 2026

Place: Surat

Sd/-
Sandeep Agarwal
Whole-time Director
DIN: 00688647

Registered Office: R S No 432, City Survey No 3763, Ground Floor, Pavthawala Compound B/h Zenith Mill, Vastadevadi Road, Vasta Devdi Road, Surat, Gujarat, India, 395004 CIN: L21001GJ1987PLC171085

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Annexure-I

Name of the Director	:	Mr. Sandeep Agarwal	Mr. Anilkumar Amreliya
DIN	:	00688647	11339148
Date of birth	:		10/04/1978
Date of first appointment	:	18/06/2001	06/02/2026
Qualification and Experience	:	Graduate	Graduate
Expertise	:	Sales and Marketing.	Sales and Marketing.
Director of the Company since	:	18/06/2001	06/02/2026
Directorship in other public limited companies including listed companies	:	Nil	Nil
Membership of Committees of other public limited companies	:	Nil	Nil
Listed entities from which the person has resigned in the past three years	:	Nil	Nil
No. of Shares held in the Company	:	Nil	Nil
No. of Board Meetings Held/Attended	:	12	Nil
Details of Remuneration sought to be paid	:	Nil	Nil
Last Remuneration drawn (per annum)	:	Nil	Nil
Disclosure of relationships between directors inter-se	:	Nil	Nil
Terms and conditions of reappointment and Remuneration	:	Re-appointment as retire by rotation.	Appointment of Mr. Anilkumar Amreliya as Managing Director of the Company for a term of five consecutive years commencing from 25th June, 2026.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Explanatory Statement, as required under Section 102 of the Companies Act, 2013 ('Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI Listing Regulations') sets out all material facts relating to the business (es) to be dealt at the 39th Annual General Meeting as mentioned under Item Nos. 1 to 5 of the accompanying Notice dated 16th May, 2026:

Item No.: 1

In terms of the provisions of Section 129 of the Companies Act, 2013, the Company submits its audited financial statements for FY 2025-26 for adoption by members at the Annual General Meeting ("AGM").

The Board of Directors (the "Board"), on the recommendation of the Audit Committee, has approved audited financial statements for the financial year ended March 31, 2026. Detailed elucidations of the financial statements have been provided under various sections of the Annual Report, including the Board's Report and Management Discussion and Analysis Report.

The Audited Financial Statements of the Company along with the reports of the Board of Directors and Auditors thereon:

have been sent to the members at their registered e-mail address; and
have been uploaded on the website of the Company i.e., www.bansisonstea.in under the "Investors" section.

M/s. D G M S & Co., Chartered Accountants, (FRN: 0112187W), Statutory Auditors have issued an unmodified audit report on the financial statements and has confirmed that the financial statements, represent a true and fair view of the state of affairs of the Company.

None of the Directors or Key Managerial Personnel of the Company including their relatives, except to the extent of their respective shareholdings in the Company, in any way, financially or otherwise, is interested or concerned in this resolution.

The Board recommends the ordinary resolution set out at Item No. 1 for approval of the members of the Company.

Item No.: 2

As per section 152 of the Companies Act, 2013 ("Act") mandate certain number of directors to retire at every Annual General Meeting ("AGM") of the Company who can offer themselves for re-appointment. In compliance with this requirement, Mr. Sandeep Agarwal, (DIN: 00688647) retires by rotation at the ensuing AGM. He is eligible and has offered himself for re-appointment.

A brief profile of Mr. Sandeep Agarwal to be reappointed as an Executive Director is given under the heading "Details of Directors proposed to be appointed and re-appointed, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India" elsewhere in the Notice

The Company has received declaration from Mr. Sandeep Agarwal that he is not disqualified from being appointed as Director in terms of Section 164 of the Act.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Mr. Sandeep Agarwal has contributed immensely to the Company's growth. He has a rich and varied experience particularly in operations, digitization.

Except the above, none of other Directors or Key Managerial Personnel of the Company including their relatives, except to the extent of their respective shareholdings in the Company, in any way, financially or otherwise, is interested or concerned in this resolution.

The Board recommends resolution at Item No. 2 relating to re-appointment of Mr. Sandeep Agarwal as Director (Executive), for approval of the members as an Ordinary Resolution.

Item No.: 3

1. BACKGROUND:

The proposed Reduction of the Equity Share capital is being undertaken in accordance with the provisions of Section 66 and other applicable provisions of the Act and the rules made thereunder ("the Rules") (including any statutory modification(s) or re-enactment) and National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 ("NCLT Rules"), which permit a Company to reduce its share capital in any manner including in the manner contemplated by the Company.

2. REASONS FOR ACCUMULATED LOSSES AND DETAILS OF LOSS BUILDUP OF COMPANY FOR LAST FINANCIAL YEARS:

Novyra Pharmachem Limited (Formerly Known As Bansisons Tea Industries Limited) ("the Company") has been gradually incurring business losses since Financial Year 2014-15. The primary reasons for the accumulated losses are lower turnover and relatively higher operational and administrative expenses, which have adversely impacted the profitability of the Company over the years.

The Company operates in the agriculture-related sector, which has historically been characterized by limited margins, fluctuating demand patterns, and dependency on external factors such as government policies, climatic conditions, and market dynamics. Over a period of time, the industry has not generated adequate returns to sufficiently cover the Company's operating and fixed costs, thereby contributing to sustained losses.

Further, the Company faced challenges such as subdued market demand, increased competition, and constrained pricing power, all of which negatively affected revenue generation. Despite efforts to streamline operations and explore business opportunities, the scale of operations remained insufficient to absorb overhead costs effectively.

The Company also undertook a strategic shift in its operational base from West Bengal to Gujarat with an objective to improve business prospects and operational efficiency. However, due to the accumulated losses and erosion of net worth, the Company has been unable to derive the intended benefits from such relocation. The Company has also made stern effort to penetrate into pharmaceutical business for which main object clause of memorandum of association has also been amended on 29th December, 2025.

As a consequence of continuous losses, the Company's reserves and surplus have turned negative, leading to substantial erosion of its capital base. This weakened financial position has significantly restricted the Company's ability to raise fresh capital, secure bank finance, or avail credit facilities, thereby further impacting its operational capabilities and growth prospects.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

In view of the above, the accumulated losses reflected in the books of the Company are primarily attributable to:

(a) Persistent low revenue generation in comparison to operational costs;
(b) Adverse industry conditions and limited profitability in the agriculture sector;
(c) High administrative and fixed overhead expenses;
(d) Constraints in accessing external funding due to erosion of net worth; and
(e) Ineffective absorption of costs despite strategic business and geographic realignment.

Accordingly, the proposed capital reduction is considered necessary to write off the accumulated losses and present a true and fair view of the financial position of the Company, thereby enabling it to restructure its balance sheet and improve its ability to raise funds and pursue future business opportunities.

Details of profit and loss build up, of the company, through-out the years are mentioned below:

Sr. No.	Year	Profit/(-)Loss	Cumulative Loss	% of total cumulative loss	% as compared to last FY
1	2011-12	-10,03,824	-1,03,92,458	9.66%	--
2	2012-13	1,49,825	-1,02,42,631	-1.46%	85.07%
3	2013-14	3,43,730	-98,98,901	-3.47%	129.42%
4	2014-15	93,44,401	-5,54,500	-1685.19%	2618.53%
5	2015-16	1,20,231	-4,34,269	-27.69%	-98.71%
6	2016-17	2,34,680	-1,99,589	-117.58%	95.19%
7	2017-18	-3,84,032	-5,83,621	65.80%	-63.64%
8	2018-19	-12,87,411	-18,71,033	68.81%	235.24%
9	2019-20	-1,78,712	-20,49,745	8.72%	-86.12%
10	2020-21	7,88,652	-12,61,093	-62.54%	-341.30%
11	2021-22	33,846	-12,27,247	-2.76%	-95.71%
13	2022-23	1,15,710	-11,11,537	-10.41%	241.87%
14	2023-24	-15,94,001	-27,05,538	58.92%	-1277.58%
15	2024-25	-6,36,000	-33,41,538	19.03%	-60.10%
16	2025-26	-5,37,38,000	5,70,79,348	-94.15%	8349.37%

The Equity Share Capital of the Company is listed on one national stock exchanges i.e., BSE Limited.

In view of the above, the Board of Directors at its meeting held on 16th May, 2026 after due deliberations, opted to reduce the paid-up Equity Share Capital of the Company to the extent from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising 63,30,000 (Sixty-Three Lakhs Thirty Thousand) equity shares of Rs. 10/- each, (Rupees Ten Only) each to Rs.90,42,860 (Rupees Ninety Lakhs Forty-Two Thousand Eight Hundred Sixty Only) comprising 9,04,286 (Nine Lakh Four Thousand Two Hundred Eighty-Six) Equity Shares of Rs.10/- (Rupees Ten Only) each. The aforesaid reduction of paid-up equity share capital shall be affected by cancelling 54,25,714 equity shares of the Company.

The Capital Reduction will enable the Company to write off the accumulated losses as reflected in the Audited Balance Sheet of the Company for the year ended 31st March, 2026 ("Accumulated Losses") upto the extent of Rs.5,42,57,140/- (Five Crore Forty-Two Lakhs Fifty-Seven Thousand and One Hundred and Forty Only). The Capital Reduction and the corresponding writing off of the Accumulated Losses will enable the Company to have a rational structure which is commensurate with its business, assets and true net worth.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Exact amount of loss to be carried forward after the proposed reduction of share capital: The Company, in accordance Section 66 and other applicable provisions of the Companies Act, 2013 read with Regulation 37 and other applicable Regulations of SEBI (LODR) Regulation, 2015 and the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, shall undertake the financial reconstruction of Company whereby the accumulated losses of profit and loss account amounting to Rs.5,70,79,348 (Rupees Five Crores Seventy Lakhs Seventy-Nine Thousand Three Hundred and Forty-Eight Only) shall be set off and the Share Capital shall stand cancelled to the extent of Rs.5,42,57,140/- (Five Crore Forty-Two Lakhs Fifty-Seven Thousand and One Hundred and Forty Only). Thereby the exact amount of loss to be carried forward after the proposed reduction of share capital shall be Rs.28,22,208/- (Rupees Twenty Eight Lakh Twenty Two Thousand Two Hundred Eight Only), based on the audited balance sheet as on 31st March, 2026 and statutory auditors certificate dated 16th May, 2026.

In relation to above, the Audit committee and the Board of Directors of the Company approved the proposal for Reduction of Capital as per the Scheme at their respective meetings held on 16th May, 2026, subject to approval of shareholders of the Company. The Company had filed the necessary applications with the exchange (BSE) via email as per requirement of the Regulation. The scheme is annexed herewith as Annexure-1.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at their meeting held on 16th May, 2026 has approved the Scheme of Capital Reduction of Issued, Subscribed and Paid-up Equity Share Capital between the Company and its Shareholders as per the terms set out in the Resolution. Article 38 of the Articles of Association of the Company provides for the reduction of Share Capital of the Company. Under the mandate of the Act, it is necessary to obtain the approval of the shareholders of the Company by passing a special resolution for the Reduction of Capital as per the Scheme and as per provisions of Section 66 of the Companies Act, 2013 and such reduction of capital would have to be confirmed by NCLT as provided under Section 66 of the Act and NCLT Rules.

Further, no consideration shall be paid by the Company to the shareholders with respect to the proposed Capital Reduction, hence, no separate valuation of shares is necessary in determining the fair value of the said shares of the Company for the purposes of the proposed Capital Reduction and therefore, the need for a valuation report for the purpose of the proposed Capital Reduction is dispensed with.

CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY:

(A) Capital Structure- Pre and Post Reduction of Capital:

Particulars	Pre-Reduction (Rs.)	Particulars	Post Reduction (Rs.)
Authorized Share Capital		Authorized Share Capital
65,00,000 Equity Shares of Rs. 10/- each	6,50,00,000	65,00,000 Equity Shares of Rs. 10/- each	6,50,00,000
Total	6,50,00,000	Total	6,50,00,000

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

Issued Capital		Issued & Subscribed Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000	9,04,286 Equity Shares of Rs. 10/- each	90,42,860
Total	6,33,00,000		90,42,860
Paid-up & Subscribed Share Capital		Paid-up Share Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000	9,04,286 Equity Shares of Rs. 10/- each	90,42,860
Total	6,33,00,000		90,42,860
Reserves and Surplus		Reserves and Surplus
General Reserves	--	General Reserves	--
Retained Earnings	(5,70,79,348)	Retained Earnings	(28,22,208)
	--		--
Total	(5,70,79,348)		(28,22,208)

(B) Shareholding pattern- Pre and Post Reduction of Capital:

Category	Pre - Scheme (Equity Shares of Rs. 10 each)		Post Scheme (Equity Shares of Rs. 10 each)
	No. Shares	Percentage	No. Shares	Percentage
Promoter	14,65,700	23.15	2,09,386	23.15
Public	48,64,300	76.85	6,94,900	76.85
TOTAL	63,30,000	100.00	9,04,286	100.00

(C) Capital Buildup of the Company since inception

Date of Issue	No. of shares issued	Issue Value Rs.	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
18.02.1992	20	10	Initial Subscription	20	Listed
31.03.1994	29980	10	Preferential Allotment	30,000	Listed
31.03.1995	6300000	10	Initial Public Offer	63,30,000	Listed

4. RATIONAL AND SYNERGIES OF THE SCHEME AND ITS IMPACT ON THE PUBLIC SHAREHOLDERS:

4.1 RATIONALE OF THE SCHEME OF CAPITAL REDUCTION

a) The Company's financial statement currently reflects Accumulated Losses (debit balance of Profit & Loss Account) to the tune of Rs.5,70,79,348 (Rupees Five Crores Seventy Lakhs Seventy-Nine Thousand Three Hundred and Forty-Eight Only) based on Audited Standalone financial Statements for the year ended March 31, 2026. The present subscribed and paid-up share capital of the Company is Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising of 63,30,000 Equity Shares of Rs.10/- each. Accumulated Losses have substantially wiped off the value represented by the Share Capital.

b) In order to re-align the relation between capital and assets; and to accurately and fairly reflect the assets and liabilities of the Company in its books of accounts; and for better presentation of

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

the financial position of the Company, the Board of Directors has decided to write off the Accumulated Losses against Share Capital in accordance with the provisions of Sections 66 of the Companies Act, 2013, and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions.

c) In such circumstances, it is desired that the capital structure of the Company should be reorganized. Hence, the Board of Directors has decided that accumulated losses should be written-off to maximum possible extent, i.e. the Paid-up Equity Shares Capital of the Company be reduced by Rs.5,42,57,140/-.

d) In the above context, the Company proposes to write off Accumulated Losses of Rs.5,42,57,140/- (Five Crore Forty-Two Lakhs Fifty-Seven Thousand and One Hundred and Forty Only) reflecting in the Audited Standalone financial statements of the Company as on March 31, 2026 with the share capital of the Company.

e) By virtue of article 38 of Articles of Association of the Company, the Company is authorized to reduce its share capital in any manner and in accordance with the provisions of the Act.

f) The reduction envisaged under this Scheme will not result in any change in the shareholding of the Members of the Company and would not in any way have any adverse effect on the Company's ability to honour its commitments or meet its obligations in the ordinary course of business.

g) The proposed reduction of the equity share capital of the Company would not have any adverse effect on the creditors of the Company or the Company's ability to full fill its commitments or meet its obligations in the ordinary course of business.

h) The Scheme does not provide any cash pay out to affect the Reduction of Capital, therefore the scheme will not adversely affect the liquidity and/or financial position of the Company.

i) The company has historically incurred losses and has accumulated a debit balance in its Profit and Loss Account; representing legitimate business expenses and operational losses incurred by the company in the ordinary course of its business over a period of time; Since, this Scheme of capital reduction aims to streamline the company's capital structure, enhance financial efficiency, and improve its overall financial health, therefore, it is hereby justified that the debit balance existing in the Profit and Loss Account as of is a result of prudent business decisions, operational requirements.

j) Hence, the Board of Directors believe that in order to present a fair position of the affairs of the Company, the most practically and economically efficient option available to the Company, subject to the confirmations/sanction as of the requisite majority of the Shareholders of the Company and the NCLT and such other appropriate authority, as may be applicable.

4.2 EFFECTS AND BENEFITS OF THE PROPOSED REDUCTION:

(a) The proposed Scheme of Capital Reduction of the Company also has the following benefits:

Under this Scheme, if approved, the books of the Company would better represent its financial position which would help the Company position itself better in the market and undertake business activities efficiently. This would be value accretive to the Shareholders as well, as their holdings would yield better results.
The adjustment would not have any impact on the shareholding pattern and the capital structure of the Company.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

The proposed restructuring under the Scheme, if approved, would enable the Company to explore opportunities for the benefit of its Shareholders, including the form of dividend payments, in terms of the applicable laws.
The Scheme, if approved, may enable the Company to explore opportunities that it was unable to take advantage of because of it experiencing Accumulated Losses.
The Scheme of reduction, after full implementation, will result in making the Company's balance sheet leaner and downsized. The proposed Scheme would be for the overall benefit of the Company, its creditors, its Shareholders and all other stakeholders.
The reduction of the Paid-up share capital of the Company by way of adjustment/set off of the Accumulated Losses against the paid-up share capital of the Company. It does not result in extinguishing of any liability or diminution of any liability.
The Scheme, if approved, would provide greater flexibility to the Company in raising funds either from the capital market or from any bank/ financial institutions in the form of equity or debt, depending on the business needs of the Company.
The reduction of capital in the manner proposed would enable the Company to have commensurate with its remaining business and assets.
The proposed reduction will be for the benefit of the and its Company shareholders, creditors and all concerned as whole.
The reflection of the true financial statement of the Company would ensure the Company to attract a new source of revenue.
The Scheme will enable the Company to overcome its financial difficulties and improve its work in the future and in turn enhancement of its shareholder's value.
The financial structuring will help the Company to reflect better its operational efficiency, and improvements in the future years and reflect the true share value.
The consent of the Shareholders of the Company to this Scheme of reduction of Share Capital of the Company shall be taken through a resolution under the provisions of Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable).
The Scheme is merely a reduction in the Share Capital of the Company prepared in terms of Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable) and does not envisage transfer, conveyance or vesting of any of the properties and/ or liabilities of the Company to any person or entity.
Consequently, the order of NCLT approving the scheme would not attract any stamp duty in this regard under the applicable provisions of the Indian Stamp Act, 1899 or the Bombay Stamp Act, 1958 applicable to the State of Gujarat.

(b) EFFECTS & IMPACT OF THE SCHEME ON THE PUBLIC SHAREHOLDERS: The proposed Scheme of Capital Reduction of the Company also has the following Effects and impact on the public shareholders:

a. The Company has incurred Rs.5,70,79,348 (Rupees Five Crores Seventy Lakhs Seventy-Nine Thousand Three Hundred and Forty-Eight Only) accumulated losses as per the last audited balance sheet i.e. as on 31st March, 2026.

b. Upon the Scheme becomes effective and after obtaining the necessary approvals, consent, permissions, the Subscribed, Issued and Paid-up Equity Share capital of the Company shall stand reduced from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising 63,30,000 (Sixty-Three Lakhs Thirty Thousand) equity shares of Rs. 10/- each, (Rupees Ten Only) each to Rs.90,42,860 (Rupees Ninety Lakhs Forty-Two Thousand Eight Hundred Sixty Only) comprising 9,04,286 (Nine Lakh Four Thousand Two Hundred Eighty-Six) Equity Shares of Rs.10/- (Rupees Ten Only) each. The aforesaid reduction of paid-up equity share capital shall be affected by cancelling 54,25,714 equity shares of the Company.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

c. For the sake of brevity, it is clarified that the reduction of capital does not involve diminution of any liability in respect of unpaid capital of the Company, if any and nor is there any payment on the reduction of share capital. No additional amount shall be called from any of the existing shareholders after capital reduction.

d. The scheme does not involve any conveyance or transfer of any property of the Company and consequently the order of the Hon'ble National.

e. Upon this Scheme becoming effective, the Company shall, without any further application, act, instrument or deed, give effect to the Capital Reduction and the revised structure of the share capital of the Company shall be reflected in the books of accounts of the Company in the following manner as on the effective date.

f. Pre - Post Reduction Capital Structure of the Company is as under:

Particulars	Pre-Reduction (Rs.)	Particulars	Post Reduction (Rs.)
Authorized Share Capital		Authorized Share Capital
65,00,000 Equity Shares of Rs.10/- each	6,50,00,000	65,00,000 Equity Shares of Rs.10/- each	6,50,00,000
Total	6,50,00,000	Total	6,50,00,000
Issued Capital		Issued & Subscribed Capital
63,30,000 Equity Shares of Rs.10/- each	6,33,00,000	9,04,286 Equity Shares of Rs.10/- each	90,42,860
Total	6,33,00,000		90,42,860
Paid-up & Subscribed Share Capital		Paid-up Share Capital
63,30,000 Equity Shares of Rs.10/- each	6,33,00,000	9,04,286 Equity Shares of Rs.10/- each	90,42,860
Total	6,33,00,000		90,42,860

g. The Pre and Post Reduction Shareholding pattern of the Company will be as follows:

Category	Pre - Scheme (Equity Shares of Rs. 10 each)		Post Scheme (Equity Shares of Rs. 10 each)
	No. Shares	Percentage	No. Shares	Percentage
Promoter	14,65,700	23.15	2,09,386	23.15
Public	48,64,300	76.85	6,94,900	76.85
TOTAL	63,30,000	100.00	9,04,286	100.00

h. Details of (Pre-Post Scheme) Assets and Liabilities of the Company:-

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

(Amount Rs.)

Particulars	Before Scheme of Reduction	After Scheme of capital Reduction
ASSETS
Non Current Assets
Property, Plant and Equipment	74,09,327.98	74,09,327.98
Capital Work in Progress	-	-
Financial Assets	-	-
Investments	-	-
Loans & Advances	-	-
Other Non-Current Assets	-	-
Current assets
Current investments	-	-
Inventories	-	-
Financial Assets
Trade Receivables	1,08,000.00	1,08,000.00
Cash and Cash Equivalents	17,72,369.63	17,72,369.63
Loans & Advances	--	--
Other	--	--
Other Current Assets	55,98,701.36	55,98,701.36
TOTAL	1,48,88,400.60	1,48,88,400.60
EQUITY AND LIABILITIES
Equity
Equity Share Capital	6,33,00,000.00	90,42,860.00
Other Equity	(5,70,79,347.85)	(28,22,207.85)
Liabilities
Non Current Liabilities
Financial Liabilities	-	-
Borrowings	-	-
Deferred Tax Liabilities (Net)	-	-
Current Liabilities
Financial Liabilities
Borrowings	-	-
Trade Payables	82,34,240.00	82,34,240.00
Short-Term Provisions	4,33,508.45	4,33,508.45
Other Current Liabilities	--	--
TOTAL	1,48,88,400.60	1,48,88,400.60

i. Upon the scheme coming into effect, with the above reduction of the equity share capital of the Company in accordance with the above clause the existing 63,30,000 Equity Shares of Rupees 10/- each shall be reduced to 9,04,286 Equity Shares of Rupees 10/- each fully paid up, by cancelling equity shares on a proportionate basis in the ratio of 7 (Seven) equity shares held for every 1 (One) equity share retained. Accordingly, for every 7 (Seven) fully paid-up equity shares of Rs. 10/- each held by a shareholder as on the Record Date, 6 (Six) equity shares shall stand cancelled and extinguished, and 1 (One) equity share of Rs. 10/- each shall continue as the fully paid-up equity share of the Company as on the Record Date.

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

k. Those equity shareholders of the Company who continue to hold their shares in physical form as on Record date shall be issued and delivered fresh share certificate consequent upon the reorganization of capital irrespective of whether such equity shareholders surrender their old share certificate or not. Their original share certificate shall be deemed to be cancelled and non-usable and non-tradable on any stock exchange or otherwise from and after the record date. The stock exchange shall also be intimated, on the Record date of the non-tradability of the original share certificate so that they can intimate their Company's members by public notice displayed on the Notice Board and through electronic means.

l. The Scheme is only for reduction of Share Capital of the Company and it does not envisage transferor vesting of any properties and/or liabilities to or in favor of the Company. The percentage of shareholding pattern of the Company shall remain unchanged.

m. The proposed reduction of Paid-up Share Capital of the Company by way of writing off the Accumulated losses against the share capital of the Company will be for the benefit of the Company, its creditors, Shareholders and all the concerned stakeholders. Such reduction will not cause any prejudice to the creditors of the Company. It does not involve either the diminution of any liability in respect of any unpaid capital or the payment to the Shareholder of the paid-up capital. Further, the proposed reduction of capital would not in any way adversely affect the ordinary operations of the Company or the ability of the Company to honor its commitments or pay its debts in the ordinary course of the business.

n. The Company shall not be required to use the words “AND REDUCED” as part of its name and such use is dispensed with.

5. EFFECTIVE DATE OF REDUCTION OF SHARE CAPITAL:

After receipt of approval of the shareholders, the Company will take steps to file the requisite application with the NCLT in accordance with the provisions of Section 66 and other applicable provisions of the Act and the NCLT Rules, seeking confirmation of the Reduction of Capital as per the Scheme. Pursuant to section 66(5) of the Act, this resolution will be effective on the date when the Registrar of Companies, Gujarat registers the NCLT order approving the Reduction of Capital as per the Scheme and issues a certificate to that effect.

6. AUDITOR CERTIFICATE:

M/s. D G M S & Co., Chartered Accountants, (FRN: 0112187W), have issued a Certificate dated 16th May, 2026 stating that the Accounting Treatment proposed by the Company for the Reduction of Capitalas per the Scheme is in conformity with the Accounting Standards specified in the Act and the Generally Accepted Accounting Principles.

7. JUSTIFICATION FOR NON-REQUIREMENT OF FAIRNESS OPINION AND VALUATION REPORT:

The proposed reduction of share capital of the Company is in the nature of a mere accounting adjustment, undertaken for the purpose of writing off the accumulated losses against the paid-up share capital of the Company. In this regard, it is submitted that:

(a) the proposed reduction does not involve any variation of rights of shareholders;

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

(b) the reduction is uniform and proportionate across all shareholders and does not involve any selective reduction;
(c) the equity shares are proposed to be extinguished and cancelled without any payment or consideration to the shareholders;
(d) there is no outflow of cash and no distribution to shareholders pursuant to the reduction;
(e) the proposed reduction does not result in any change in the shareholding pattern of the Company;
(f) there is no prejudice caused to any class of shareholders, including minority shareholders;
(g) the reduction is solely intended to write off accumulated losses and present a true and fair view of the financial position of the Company.

In view of the above, the proposed capital reduction does not involve any valuation of shares or determination of fair value, nor does it result in any differential treatment among shareholders. Accordingly, obtaining a Valuation Report and Fairness Opinion from a SEBI Registered Merchant Banker is not warranted in the present case.

8. TREATMENT AND PAYMENT FOR FRACTIONAL SHARES:

As per Clause no.3.4 of Scheme of Capital Reduction, "No shareholder shall be entitled to a fraction of a share and all fractional entitlements resulting from the consolidation shall be aggregated to into whole shares and the number of shares so arising shall be held by the Trust/Trustee appointed by the Board who shall dispose – off the said shares in the market at the best available price within 90 days from the date of allotment of shares in one or more lots. The trustee shall severally hold the net sale proceeds of all such shares after deducting that from all costs, charges and expenses of such sale and shall thereafter distribute such sale proceeds to the members of the company in proportion to their fractional entitlements."

No New Equity Shares shall be issued by the Company in respect of the fractional entitlements, if any, to which the shareholders of the Company may be entitled to in terms of the Capital Reduction and cancellation ratio. The fractional entitlements of the relevant shareholders of the Company shall be consolidated and thereupon New Equity Shares shall be issued and allotted in lieu of thereof to such Director(s), Officer(s) or other person(s) as shall be nominated by the Company ["Representative"] who shall hold the shares in trust on behalf of the shareholders of the Company entitled to the fractional entitlements on the express understanding that such Representative, shall sell the same in the market at such time or times and at such price or prices, as deemed fit by such Representative, and the net sale proceeds thereof shall be distributed, subject to deduction of tax as applicable and related expenses, to the shareholders of the Company in proportion to their respective fractional entitlements.

9. GENERAL INFORMATION AND DISCLOSURES:

Article 38 of the Articles of Association of the Company provides for reduction of capital of the Company by way of a special resolution in accordance with the provisions of the Act.

The Capital Reduction will not cause any prejudice to the creditors of the Company. The creditors of the Company are in no way affected by the proposed Capital Reduction, as there is no reduction in the amount payable to any of the creditors. Further, the proposed Capital Reduction will not have any impact on the operations of the Company or the ability of the Company to honour its commitment or to pay its debts in the ordinary course of business.

All documents referred to in the accompanying Special Resolution and Explanatory Statement annexed thereto are made available on the Company's website at: www.bansisonstea.in and would also be available for inspection to the members at the Registered Office of the Company between 10:00

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

A.M. (IST) and 1:00 P.M. (IST) on any working day, except Saturdays, Sundays and public holidays, till the last date for remote e-voting by the members.

No inquiry or investigation is pending against the Company under any provisions of Act.

The Board of Directors of the Company considered that this resolution is in the best interests of the Company, its shareholders and therefore, recommends the passing of the special resolution as set out in the item no.3 to this Notice.

None of the Directors and / or Key Managerial Personnel of the Company or their relatives are, in any way, deemed to be concerned or interested in the said resolution except to the extent of their respective shareholding in the Company.

Item No.: 4

In accordance with the pursuant to the provisions of Section 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Anilkumar Amreliya (DIN: 11339148), was appointed as an Additional Executive Director of the Company on the board of the Company by the directors in their Board Meeting held on 06th February, 2026, with effect from such Board meeting.

A brief profile of Mr. Anilkumar Amreliya (DIN: 11339148), including nature of his expertise, is provided as Annexure-I of this Notice. Accordingly, in terms of the requirements of the provisions of Companies Act, 2013, approval of the members of the Company is required for appointment of Mr. Anilkumar Amreliya (DIN: 11339148) from Additional Executive Director to Executive Director of the Company liable to retire by rotation.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.4 of this Notice except to the extent of their shareholding in the Company.

The Board recommends the matter and the resolution set out under Item No. 4 for the approval of the Members by way of passing Special Resolution.

ITEM NO. 5

Based on the recommendation of Nomination and Remuneration Committee and the Board, the members of the company are required to consider and approve appointment of Mr. Anilkumar Amreliya as managing director of the Company.

As per Section 197 and other applicable provisions of the Act, the remuneration payable to any one managing director or whole-time director or manager shall not exceed 5% of the net profits of the Company and if there is more than one such director remuneration shall not exceed 10% of the net profits to all such directors and manager taken together.

However, the total managerial remuneration payable to the executive director(s) of the Company taken together in any financial year shall not exceed the limit of 10% of net profit and overall managerial remuneration payable to all directors shall not exceed the limit of 11% of net profit of the Company as prescribed under Section 196, 197, 198, and 203 read together with Rule 7 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all applicable provisions, if any, including Schedule V of the Companies Act, 2013 ("the Act") read with rules made thereunder or other applicable provisions or any statutory modifications thereof, subject to the approval of the members of the Company through special resolution. The Nomination and Remuneration Committee and Board of Directors of the Company, has approved reappointment of Mr. Anilkumar Amreliya (DIN: 11339148), Managing Director of the Company on terms and conditions as mentioned hereunder:

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

i) Salary: Rs.11,000/- per month.
ii) Commission, Bonus, Perquisites: Decided by Board of Directors of the Company.

Mr. Anilkumar Amreliya (DIN: 11339148) is Managing Director of the Company, actively guiding the board members in all aspects of the Company's activities. He has been instrumental to the Company's growth over the years. His sales and marketing skill is really useful to the company.

The appointment as Managing Director of the Company for 5 years from 19.06.2026 to 18.06.2031. Hence the Board of Directors recommended the above said resolutions for your approval. Also the Board considered the matter of Remuneration in its meeting held on 16th May, 2026 and has recommended a sum of Rs.11,000/- (Depend on Company Performance) to be paid as remuneration per month as per the resolution placed before you. The Board of Directors recommends the resolution for your approval.

Pursuant to Clause (iv) of Section II of Schedule V of Companies Act, 2013 the following Statement is given:

General Information:

Sr. No.	Particulars
1	Nature of Industry	The Company is engaged in the business of Pharmaceuticals, Real Estate & Tea Estate.
2	Date of commencement of commercial production	08/09/1987
3	In case of new companies expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
4	In case of existing company financial result parameters	Particulars	Year Ended 31.03.2026 (Amount in Lakhs)
		Gross Sales/Income	16.75
		Less Depreciation	2.89
		Profit/(Loss) before Tax	(537.38)
		Taxes/Deferred Taxes	0
		Profit/(Loss) After Taxes	(537.38)
5	Foreign Investments and Collaborations	Not Applicable

Information about the Appointee:

Sr. No.	Particulars
1	Background Details	Mr. Anilkumar Amreliya (DIN: 11339148), being engaged in business and has over 25 years of experience in the field of sales and marketing.
2	Past remuneration	NIL
3	Recognition or awards	Not Applicable
4	Job profile and his suitability	Mr. Anilkumar Amreliya (DIN: 11339148) is engaged in business and has over 25 years of experience in the field of sales and marketing.
Directorships in other companies:
1, Vaidehi Healthcare Private Limited
2! Vaid Super Specialty Hospital Private Limited
5	Remuneration proposed	Rs.11,000/- per month

NOVYRA PHARMACHEM LIMITED (FORMERLY KNOWN AS BANSISONS TEA INDUSTRIES LIMITED) CIN: L21001GJ1987PLC171085

6	Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person	Taking into consideration the size of the Company, the profile of Mr. Anilkumar Amreliya (DIN: 11339148), the responsibilities shouldered by him and the industry benchmark, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level incumbents, in other Companies
7	Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any	No pecuniary relation with Company other than what is mentioned in this Report

Other Information:

Sr. No.	Particulars
1	Reasons of inadequate profit/loss:	Lower turnover and relatively higher operational and administrative expenses
2	Steps taken or proposed to be taken for improvement	All economic measures are being adopted to maintain profitability.
3	Expected increase in productivity and profits in measurable terms	Continuous efforts are made to expand marketing and economy in Operation

Despite many challenges in the today's competitive business environment, the contribution of the Mr. Anilkumar Amreliya (DIN: 11339148), Managing Director of the Company, has been instrumental in steering the company through a period of significant adversity. His leadership has been pivotal in:

Navigating the company through complex regulatory environments and ensuring compliance.
Overseeing strategic investments and bank finance aimed at long-term growth and sustainability.
Implementing cost control measures and operational efficiencies to mitigate the impact of external challenges.
Leading efforts to explore and develop new business opportunities.
Leading sales and marketing

The remuneration of Mr. Anilkumar Amreliya (DIN: 11339148), Managing Director is aligned with industry standards and reflects the level of responsibility and expertise required to manage and guide the company through any type of turbulent times. It is essential to retain experienced leadership to ensure the company's future success and to achieve the strategic goals set forth.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.5 of this Notice except to the extent of their shareholding in the Company.

The Board recommends the matter and the resolution set out under Item No.5 for the approval of the Members by way of passing Special Resolutions.

By Order of the Board of Directors

For Novyra Pharmachem Limited

(Formerly known as Bansisons Tea Industries Limited)

Date: 16th May, 2026

Place: Surat

Sd/-

Sandeep Agarwal

Whole-time Director

DIN: 00688647

Registered Office: R S No 432, City Survey No 3763, Ground Floor, Pavthawala Compound B/h Zenith Mill, Vastadevadi Road, Vasta Devdi Road, Surat, Gujarat, India, 395004, CIN: L21001GJ1987PLC171085

SCHEME OF REDUCTION OF SHARE CAPITAL

BETWEEN

NOVYRA PHARMACHEM LIMITED

AND

ITS SHAREHOLDERS

UNDER SECTION 66 AND OTHER APPLICABLE SECTIONS OF THE COMPANIES ACT, 2013 AND NATIONAL COMPANY LAW TRIBUNAL (PROCEDURE FOR REDUCTION OF SHARE CAPITAL OF COMPANY) RULES, 2016

PREAMBLE OF THE SCHEME:

This Scheme of Reduction of Share Capital is presented by Novyra Pharmachem Limited) ("the Company" or "NPL"), pursuant to the provisions of Section 66 and other applicable provisions of the Companies Act, 2013 ("the Act") and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 ('Scheme').

The purpose of the Scheme is Reduction of Equity Share Capital under the provisions of Section 66 and other applicable provisions of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for Reduction of share capital of the Company) Rules, 2016 to undertake financial restructuring and reconstruction of the Company whereby the Company would write off major part of total carried forward accumulated losses of past years by reduction of its paid-up equity shares capital, so as to give a true and realistic view of the value of the shares and present liner balance sheet of the Company. This has given rise to the need to re-adjust the relation between capital and assets and reflect the liabilities and assets of the Company accurately and fairly in its books of accounts and also to operate with a liner base balance sheet.

PARTS OF THE SCHEME OF REDUCTION OF SHARE CAPITAL:

The Scheme is divided into the following paragraphs

PART 1 - which deals with the Definitions and Interpretations;
PART 2 - which deals with details of the Company (including its capital structure);
PART 3 - which deals with reduction of share capital of the Company; and
PART 4 - which deals with the General Clause, other Terms and Conditions

PART 1 — DEFINITIONS AND INTERPRETATIONS

1.1. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning as mentioned herein below:

a. "Accumulated Losses" shall mean the losses that have been brought forward from previous years and having such amount as shown in the Audited Standalone Financials of the Company as on March 31, 2026;

b. "Act" or "the Act" means the Companies Act, 2013 and shall include any rules, regulations, orders, statutory modifications, enactments or re-enactments thereof for the time being in force;

c. "Applicable Laws" means any relevant statute, notification, by-laws, rules, regulations, guidelines, rule of common law, policy, code, directives, ordinance, schemes, notices, treaties, judgement, decree, approvals, orders or instructions enacted or issued or sanctioned by any Governmental and Registration Authority, having the force of law and as applicable to the Company;

d. “the Company” or “NPL” means NOVYRA PHARMACHEM LIMITED, being a Company incorporated on 08th September, 1987 under the provisions of the Companies Act, 1956. The Corporate Identification Number (CIN) of the Company is L21001GJ1987PLC171085 and currently its registered office is situated at R S No 432, T P Scheme No 3, F P No 89/A, City Survey No 3763, Plot No C, Palky Plot No A, Ground Floor, Back Side, Pavthawala Compound B/h Zenith Mill, Vastadevadi Road, Vasta Devdi Road, Surat, Surat City, Gujarat, India,395004;

e. “Board” or “Board of Directors” means Board of Directors of the Company including any duly constituted committee(s) thereof;

f. “BSE” shall mean BSE Limited;

g. “Effective Date” means the date on which the certified copy of the order of the National Company Law Tribunal, Ahmedabad Bench under Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable), is filed with the Registrar of Companies, Gujarat. Any reference in the Scheme to "upon the Scheme becoming effective" or "effectiveness of the Scheme" or "Scheme coming into effect" shall mean the "Effective Date";

h. “Equity Shares” means fully paid-up equity shares of Rs. 10/- each issued by the Company;

i. “Listing Agreement” shall mean an agreement that is entered into between a recognized Stock Exchange and an entity, on the application of that entity to the recognized stock exchange, undertaking to comply with conditions for listing of designated securities as per the provisions of the Listing Regulations;

j. “Listing Regulations” shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time;

k. “NCLT or “Tribunal” means National Company Law Tribunal, Ahmedabad Bench as constituted and authorized as per the provisions of the Act;

l. “Record Date” shall mean the date to be fixed by the Board of Directors of the Company for reckoning the shareholding of the equity shareholders which shall be reduced upon coming into effect of this Scheme;

m. “ROC” means Registrar of Companies, Gujarat;

n. “Rules” means National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016;

o. "Scheme" or "this Scheme" or "the Scheme" means the present Scheme of Reduction of Share Capital between the Company and its Shareholder in its present form or with such alterations(s)/modification(s) as may be approved, imposed or directed by NCLT;

p. "SEBI" means Securities and Exchange Board of India;

q. "SEBI Circular"-means SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR /2023 /93 dated June 20, 2023 and SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024, read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time;

r. "Shareholders" or "the Shareholder" means a person registered (whether registered owner of the shares or the beneficial owner of shares) as holders of the equity share capital in the Register of members of the Company. The word "Shareholder" and / or "Member", wherever mentioned, are used to denote the same meaning and are used interchangeably;

s. "Stock Exchange" means the stock Exchange where the equity shares of the Company are listed and admitted to trading i.e. BSE Limited.

All terms and expressions which are used in this Scheme but not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, Securities Contract (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992, Depositories Act, 1996, Listing Regulations, Listing Agreement or other Applicable laws, rules, regulations, bye-laws, as the case may be, including any statutory amendment, modification or re-enactment thereof, from time to time.

1.2 INTERPRETATION

In this Scheme, unless the context otherwise requires:

a. references to "persons" shall include individuals, bodies corporate (wherever incorporated), government, state or agency of state, un-incorporated entities, joint venture, associations, partnerships and proprietorship;

b. heading, sub-heading and bold typeface are only for convenience and shall not affect the construction or interpretation of this Scheme;

c. reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme; references to one gender includes all genders;

d. any phrase introduced by the terms "including, include, in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; words denoting singular shall include the plural and vice versa;

e. reference to any legislation, statute, regulation, rule, notification or any other provision of law means and includes references to such legal provisions as amended, supplemented or re-enacted from time to time, and any reference to a legal provision shall include any subordinate legislation made from time to time under such a statutory provision.

f. reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

g. word(s) or expression(s) elsewhere defined in the Scheme will have the meaning(s) respectively ascribed to them;

h. unless otherwise defined, the reference to the word "days" shall mean calendar days; and

i. references to dates and times shall be construed to be references to Indian dates and times.

PART 2 — DETAILS OF THE COMPANY

2.1 INCORPORATION OF THE COMPANY

The Company was incorporated as a private limited Company under the name and style “Bansisons Beverages Private Limited” on September 08, 1987 with the Registrar of Companies, West Bengal under the Companies Act, 1956. Subsequently, Company has changed its name and consequently, name was changed to “ESSEL TEA EXPORTS LIMITED” pursuant to fresh certificate of incorporation issued by the Registrar of Companies, West Bengal on May 19, 1992. Further Company has changed its name and consequently, name was changed to “BANSISONS TEA INDUSTRIES LIMITED” pursuant to fresh certificate of incorporation issued by the Registrar of Companies, West Bengal on October 12, 1995. Further Company has changed its name and consequently, name was changed to “NOVYRA PHARMACHEM LIMITED” pursuant to fresh certificate of incorporation issued by the Registrar of Companies, Gujarat on January 19, 2026.

The Registered Office of the Company, currently situated at R S No 432, T P Scheme No 3, F P No 89/A, City Survey No 3763, Plot No C, Palky Plot No A, Ground Floor, Back Side, Pavthawala Compound B/h Zenith Mill, Vastadevadi Road, Vasta Devdi Road, Surat, Surat City, Gujarat, India, 395004. The Corporate Identification Number (CIN) of the Company is L21001GJ1987PLC171085.

The Equity shares of Company is listed on BSE Limited (BSE).

This Scheme of reduction of Share Capital (hereinafter referred to as “the Scheme”) is made pursuant to the provisions of Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable) and provides for writing off the Accumulated Losses against the share capital Account.

2.2 MAIN OBJECTS OF THE COMPANY

The main objects of the Company as set out in the Memorandum of Association are as follows:

a) To carry on in India and abroad the business of manufacturing, developing, formulating, processing, refining, blending, importing, exporting, buying, selling, trading and dealing in all kinds of pharmaceutical products, active pharmaceutical ingredients (APIs), intermediates, fine chemicals, specialty chemicals, bulk drugs, formulations, nutraceuticals, biopharmaceutical compounds and all related chemical substances. To establish, operate and maintain research laboratories, pilot plants, testing facilities and technology centres for undertaking scientific research, innovation, and product development in the fields of pharmaceuticals, medicinal chemistry, biotechnology, and life sciences; and to engage in collaborative research, technology transfer, licensing, contract manufacturing (CMO), contract development (CDMO), and contract research (CRO) activities. To design, develop and implement sustainable, eco-efficient chemical and pharmaceutical manufacturing processes including green chemistry practices, waste minimization technologies, and quality control systems, meeting national and international regulatory standards such as GMP, GLP, ISO and other statutory requirements. To provide consultancy, analytical testing, regulatory support, intellectual property services, clinical and toxicological studies, and other ancillary services connected to the pharmaceutical and chemical industries

2.3 CAPITAL STRUCTURE OF THE COMPANY

The Capital Structure of the Company as per the Audited Standalone financial statements as on March 31, 2026 is as under:

Particulars	Amount in Rs.
Authorized Share Capital
65,00,000 Equity Shares of Rs. 10/- each	6,50,00,000
Total	6,50,00,000
Issued Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000
Total	6,33,00,000

Subscribed Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000
Total	6,33,00,000
Paid-up Share Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000
Total	6,33,00,000

There is no subsequent change in capital structure of the Company as on date of filing of this Scheme subsequent to 31.03.2026 and upto the date of approval by the Board of Directors of the Company, there has been no change in the Authorized, Issued, subscribed and paid-up share capital of the

Company. The Company does not have any partly paid- up Equity Shares. Further, the Company has its Equity- Shares listed on BSE.

2.4 COMPLIANCE WITH TAX LAWS

The Scheme has been drawn up to comply with the provisions of the Income-tax Act, 1961/Income Tax Act, 2025 to the extent applicable. If any terms or the provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the Act at a later date including resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of the Income-tax Act, 1961/ Income-Tax Act, 2025 shall prevail and the Scheme shall stand modified to that extent determined necessary to comply with the provisions of the Income-tax Act, 1961/ Income Tax Act 2025.

2.5 FINANCIALS OF THE COMPANY

Particulars	Financial Year ended March 31, 2024 (Amount in Rs.)	Financial Year ended March 31, 2025 (Amount in Rs.)	Financial Year ended March 31, 2026 (Amount in Rs.)
Total Current Assets	23,08,471	32,71,358	74,79,073
Total Current Liability	9,18,508	17,83,508	86,67,748
Reserve & Surplus	(27,05,538)	(33,41,151)	(5,70,79,348)

2.6 PROMOTERS AND DIRECTORS

a. The names of the promoters of the Company as on the date of approval, along with their addresses are set forth below:

Sr. No.	Name	Promoter / Promoter Group	Address
1	Ajay Kumar Agarwal	Promoter	Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India
2	Ajit Mitruka	Promoter	33, Mahatma Gandhi Road, Siliguri Bazar, Siliguri-734005
3	Amit Mitruka	Promoter	33, Mahatma Gandhi Road, Siliguri Bazar, Siliguri-734005
4	Arun Kumar More	Promoter	Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India
5	Arun Mitruka	Promoter	33, Mahatma Gandhi Road, Siliguri Bazar, Siliguri-734005
6	Arvind Choudhary	Promoter	Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001

37
| Sr. No. | Name | Promoter / Promoter Group | Address |
| --- | --- | --- | --- |
| 7 | Bansidhar Mitruka And Sons | Promoter | 33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005 |
| 8 | Basant Agarwal | Promoter | Amrit Appartment, M.G. Road, Khalpara Ward No. 9, Siliguri-734005 |
| 9 | Bhanu Prakash Agarwal | Promoter | Amrit Appartment, M.G. Road, Khalpara Ward No. 9, Siliguri-734005 |
| 10 | Bhimsain Agarwal | Promoter | Amrit Appartment, M.G. Road, Khalpara Ward No. 9, Siliguri-734005 |
| 11 | Binod Choudhary | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 12 | Binod Kumar Agarwal | Promoter | Amrit Appartment, M.G. Road, Khalpara Ward No. 9, Siliguri-734005 |
| 13 | Deep Chand Agarwal | Promoter | S. D-302, Pitam Pura, Delhi-110034 |
| 14 | Deepak Subba | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 15 | Dilip Kumar Mitruka | Promoter | 33, Mahatma Gandhi Road, Siliguri Bazar, Siliguri-734005 |
| 16 | Dulichand Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 17 | Ganga Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 18 | Govind Devi More | Promoter | Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India |
| 19 | Guru Charshan Singh | Promoter | Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India |
| 20 | Harisankar Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 21 | Inder Lal Pradhan | Promoter | 42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005 |
| 22 | Indra Devi Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 23 | Jagdish Prasad Choudhary | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 24 | Jamuna Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 25 | Jayanta Kundu | Promoter | Sukanta Pally, Siliguri Bazar, Siliguri Municipal Corporation, Jalpanguri, Siliguri-734005 |

38
| Sr. No. | Name | Promoter / Promoter Group | Address |
| --- | --- | --- | --- |
| 26 | Kamal Jain | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 27 | Kamal Kant Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 28 | Kaushalya Devi Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 29 | Mangal Chand Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 30 | Manju Devi Agarwal | Promoter | 33, Mahatma Gandhi Road, Siliguri Bazar, Khalpara, Siliguri M. Corp, Siliguri-734005 |
| 31 | Manju Devi Moree | Promoter | Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India |
| 32 | Manoj Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 33 | Mina Devi Choudhury | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 34 | Mukesh Agarwal | Promoter | Naya Bazar, Siliguri Bazar, Siliguri-734005 |
| 35 | Naresh Kumar Agarwal | Promoter | 33, Mahatma Gandhi Road, Siliguri Bazar, Khalpara, Siliguri M. Corp, Siliguri-734005 |
| 36 | Nilam Mitruka | Promoter | Flat-83 Kusum Appertment, 11 Gurusaday Road, Ballygunge, Kolkata-700 019 |
| 37 | Nirmal Kumar Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 38 | Panna Devi Mitruka | Promoter | Flat-83 Kusum Appertment, 11 Gurusaday Road, Ballygunge, Kolkata-700 019 |
| 39 | Pawan Kumar Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 40 | Pawan Kumar More | Promoter | Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India |
| 41 | Prem Chand Gupta | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |

39
| Sr. No. | Name | Promoter / Promoter Group | Address |
| --- | --- | --- | --- |
| 42 | Prinky Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 43 | Promad Agarwal | Promoter | SD-298, Tower Appartment, Pitampura, North West Delhi, Delhi-110088 |
| 44 | Radha Devi Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 45 | Radheshyam Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 46 | Rakhi Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 47 | Ramlal Sharma | Promoter | Flat-83 Kusum Appertment, 11 Gurusaday Road, Ballygunge, Kolkata-700 019 |
| 48 | Ranjit Kumar Dey | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 49 | Ravi Mitruka | Promoter | Plot A21/08 Uttorayon, Matigara Darjeeling Siliguri, Darjeeling, 734010, West Bengal, India |
| 50 | Renu Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 51 | Rishi Agarwal | Promoter | Pranami Mandir Road, Haider Para, Siliguri Municipal Corporation, Siliguri-734006 |
| 52 | Ruchi Agarwal | Promoter | House No. 51, Sector 7, Urban Estate, Gurgaon, Haryana-122001 |
| 53 | S K Agarwal And Sons (H.U.F) | Promoter | Metro Plaza Road, S F Road, Siliguri-734005, West Bengal, India |
| 54 | S L Agarwal And Sons | Promoter | Metro Plaza Road, S F Road, Siliguri-734005, West Bengal, India |
| 55 | Sachin Jain | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 56 | Sachin Mitruka | Promoter | 42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005 |

40
| Sr. No. | Name | Promoter / Promoter Group | Address |
| --- | --- | --- | --- |
| 57 | Sakuntala Devi Agarwal | Promoter | 33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005 |
| 58 | Samar Lal Agarwal | Promoter | 33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005 |
| 59 | Sandeep Kumar Agarwal | Promoter | 33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005 |
| 60 | Sanjay Agarwal | Promoter | Kusum Apartment, Flat No-83, 11 Gurusaday Road, Ballygunge, Kolkata-700019 |
| 61 | Sanjay Jain | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 62 | Santosh Devi More | Promoter | Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India |
| 63 | Santosh Kumar Agarwal | Promoter | 33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005 |
| 64 | Sarita Kansal | Promoter | 406 Kamalalaya Centre, 156A Lenin Sarani 4^{th} Floor, Kolkata-700013 |
| 65 | Satyanarayan More | Promoter | Shanti Ware House, Near Sona Motors, Jalpaiguri, 734008, West Bengal, India |
| 66 | Satyanarayan Saha | Promoter | 406 Kamalalaya Centre, 156A Lenin Sarani 4^{th} Floor, Kolkata-700013 |
| 67 | Shanti Pradhan | Promoter | 42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005 |
| 68 | Shewta Jain | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 69 | Shilpa Jain | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 70 | Sriniwas Mitruka | Promoter | 42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005 |
| 71 | Sudha Jain | Promoter | Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001 |
| 72 | Sulochana Devi Agarwal | Promoter | SD-302, Tower Appartment, Pitampura, North West Delhi, Delhi-110088 |
| 73 | Sumit Mitruka | Promoter | 42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005 |

Sr. No.	Name	Promoter / Promoter Group	Address
74	Sunil Agarwal	Promoter	33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005
75	Suresh Kumar Agarwal	Promoter	33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005
76	Sushila Jain	Promoter	Shree Ganesh Medical Hall, SRCB Road, Fancy Bazar, Gawahati-781001
77	Umesh Pradhan	Promoter	42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005
78	Vandana Agarwal	Promoter	33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005
79	Vijendra Pradhan	Promoter	42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005
80	Vijeta Pradhan	Promoter	42 M G Road, Khalpara Siliguri Bazar Darjeeling, Siliguri-734005

b. The names of the directors of the Company as on the date of approval of the Scheme along with their addresses are set forth below:

Sr. No.	Name of Director	DIN	Designation	Address
1	Sandeep Agarwal	00688647	Whole-Time Director	33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005
2	Amit Mitruka	00741569	Director	33, Mahatma Gandhi Road, Khalpara, Ward No. 8, Siliguri, Darjeeling, West Bengal-734005
3	Anilkumar Mohanbhai Amreliya	11339148	Non – Executive, Independent Director	Flat No. H-104, amby valley heights, opposite Sentosa heights, utran, Amroli, Surat, Gujarat - 394105
4	Hiren Dhirajlal Shah	09842161	Non – Executive, Independent Director	Flat No. A-24, New Jail Road, Near Pavanchakki, Jamnagar (M.corp+Og),

Sr. No.	Name of Director	DIN	Designation	Address
				Digvijay Plot, Jamnagar, Gujarat - 361005
5	Sushilaben Dipakkumar Shah	08234697	Non – Executive, Independent Director	Omnagar Society, gothada, Timba Road, Panch mahals, Godhra, Gujarat - 388710
6	Chirag Kirtikumar Nanavati	08196966	Non – Executive, Independent Director	B/88, Ghanshyam Nagar, Canal Road, Ghodasar, Ahmedabad, Gujarat - 380050

2.7 OTHER DISCLOSURES

a. No investigations or proceedings have been instituted and are pending against the Company under the Act.

b. The Company has not accepted any deposits under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Hence, the Company is not in arrears with respect to repayment of any deposits or interest thereon, as on the date of filing of this Scheme.

c. The Scheme will not have any adverse effect on any directors, key managerial personnel, promoters, non-promoter members, creditors and employees of the Company. The Company does not have any depositors and debenture holders. The Scheme will be in the best interest of all the stakeholders of the Company.

d. The benefits of the Scheme to the Company and its respective members, creditors and employees, as perceived by the Board, are mentioned in this Scheme.

PART 3 — REDUCTION OF SHARE CAPITAL OF THE COMPANY

3.1 RATIONALE AND PURPOSE OF THE REDUCTION

a. The Company's financial statement currently reflects Accumulated Losses (debit balance of Profit & Loss Account) to the tune of Rs.5,70,79,348 (Rupees Five Crores Seventy Lakhs Seventy-Nine Thousand Three Hundred and Forty-Eight Only) based on Audited Standalone financial Statements for the year ended March 31, 2026. The present issued, subscribed and paid-up share capital of the Company is Rs.6,33,00,000 (Rupees Three Crores Thirty-Three Lakhs Only) comprising of 63,30,000 Equity Shares of Rs.10/- each. Accumulated Losses have substantially wiped off the value represented by the Share Capital.

b. The Company has been gradually incurring business losses since FY 2011-2012, primarily due to lower turnover and relatively higher operational and administrative expenses. Consequently, the Company has accumulated negative reserves and surplus over the years, resulting in significant erosion of its capital base. This erosion has also become a major constraint in the Company's ability to raise further bank finance and avail credit facilities for its business operations.

c. In order to re-align the relation between capital and assets; and to accurately and fairly reflect the assets and liabilities of the Company in its books of accounts; and for better presentation of the financial position of the Company, the Board of Directors has decided to write off the Accumulated Losses against Share Capital in accordance with the provisions of Sections 66 of the Companies Act, 2013, and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions.

In such circumstances, it is desired that the capital structure of the Company should be reorganized. Hence, the Board of Directors has decided that accumulated losses should be written-off to maximum possible extent, i.e. the Paid-up Equity Shares Capital of the Company be reduced by Rs. 5,42,57,140.

d. In the above context, the Company proposes to write off Accumulated Losses of Rs. 5,42,57,140 (Rupees Five Crore Forty-Two Lakhs Fifty-Seven Thousand One Hundred Forty Only) reflecting in the Audited Standalone financial statements of the Company as on March 31, 2026 with the share capital of the Company.

e. By virtue of article 38 of Articles of Association of the Company, the Company is authorized to reduce its share capital in any manner and in accordance with the provisions of the Act.

f. The reduction envisaged under this Scheme will not result in any change in the shareholding of the Members of the Company and would not in any way have any adverse effect on the Company's ability to honour its commitments or meet its obligations in the ordinary course of business.

g. The proposed reduction of the equity share capital of the Company would not have any adverse effect on the creditors of the Company or the Company's ability to fulfill its commitments or meet its obligations in the ordinary course of business.

h. The Scheme does not provide any cash pay out to affect the Reduction of Capital, therefore the scheme will not adversely affect the liquidity and/or financial position of the Company.

i. The company has historically incurred losses and has accumulated a debit balance in its Profit and Loss Account; representing legitimate business expenses and operational losses incurred by the company in the ordinary course of its business over a period of time; Since, this Scheme of capital reduction aims to streamline the company's capital structure, enhance financial efficiency, and improve its overall financial health, therefore, it is hereby justified that the debit balance existing in the Profit and Loss Account as of is a result of prudent business decisions, operational requirements.

j. Hence, the Board of Directors believe that in order to present a fair position of the affairs of the Company, the most practically and economically efficient option available to the Company, subject to the confirmations/sanction as of the requisite majority of the Shareholders of the Company and the NCLT and such other appropriate authority, as may be applicable.

3.2 OBJECTS/ BENEFITS ARISING OUT OF THE SCHEME –

a. Under this Scheme, if approved, the books of the Company would better represent its financial position which would help the Company position itself better in the market and undertake business activities efficiently. This would be value accretive to the Shareholders as well, as their holdings would yield better results.

b. The adjustment would not have any impact on the shareholding pattern and the capital structure of the Company.

c. The proposed restructuring under the Scheme, if approved, would enable the Company to explore opportunities for the benefit of its Shareholders, including the form of dividend payments, in terms of the applicable laws.

d. The Scheme, if approved, may enable the Company to explore opportunities that it was unable to take advantage of because of it experiencing Accumulated Losses.

e. The Scheme of reduction, after full implementation, will result in making the Company's balance sheet leaner and downsized. The proposed Scheme would be for the overall benefit of the Company, its creditors, its Shareholders and all other stakeholders.

f. The reduction of the Paid-up share capital of the Company by way of adjustment/set off of the Accumulated Losses against the paid-up share capital of the Company. It does not result in extinguishing of any liability or diminution of any liability.

g. The Scheme, if approved, would provide greater flexibility to the Company in raising funds either from the capital market or from any bank/ financial institutions in the form of equity or debt, depending on the business needs of the Company.

h. The reduction of capital in the manner proposed would enable the Company to have commensurate with its remaining business and assets.

i. The proposed reduction will be for the benefit of the and its Company shareholders, creditors and all concerned as whole.

j. The reflection of the true financial statement of the Company would ensure the Company to attract a new source of revenue.

k. The Scheme will enable the Company to overcome its financial difficulties and improve its work in the future and in turn enhancement of its shareholder's value.

l. The financial structuring will help the Company to reflect better its operational efficiency, and improvements in the future years and reflect the true share value.

m. The consent of the Shareholders of the Company to this Scheme of reduction of Share Capital of the Company shall be taken through a resolution under the provisions of Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable).

n. The Scheme is merely a reduction in the Share Capital of the Company prepared in terms of Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable) and does not envisage transfer, conveyance or vesting of any of the properties and/or liabilities of the Company to any person or entity.

o. Consequently, the order of NCLT approving the scheme would not attract any stamp duty in this regard under the applicable provisions of the Indian Stamp Act, 1899 or the Bombay Stamp Act, 1958 applicable to the State of Gujarat.

3.3 APPROVAL OF THE EQUITY SHAREHOLDERS

The scheme is required to be approved by the equity shareholders of the Company, by way of special resolution, pursuant Section 66 of the Companies Act, 2013, through e-voting, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution.

3.4 EFFECTS OF THE SCHEME

a. The Company has incurred Rs. 5,70,79,348 (Rupees Five Crores Seventy Lacs Seventy-Nine Thousand Three Hundred and Forty-Eight Only) accumulated losses as per the last audited balance sheet i.e., as on 31st March, 2026.

b. Upon the Scheme becomes effective and after obtaining the necessary approvals, consent, permissions, the Issued, Subscribed, and Paid-up Equity Share capital of the Company shall stand reduced from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising 63,30,000 (Sixty-Three Lakhs Thirty Thousand) equity shares of Rs. 10/- each, to Rs.90,42,860 (Rupees Ninety Lacs Forty-Two Thousand Eight Hundred Sixty Only) comprising 9,04,286 equity shares of Rs. 10/- each, by cancelling equity shares on a proportionate basis. This reduction shall be effected by cancelling equity shares on a proportionate basis and Consequently, every shareholder of the Company whose name appear on the register of members on the Record date shall be issued 1 (One) equity shares of face value of Rs. 10/- (Rupees Ten) fully paid up for every 7 (Seven) equity shares of held Rs. 10/- (Rupees Ten) fully paid up by Shareholders in the Company as on the Record

Date. The aforesaid reduction of paid-up equity share capital shall be affected by cancelling 54,25,714 equity shares of the Company.

The aforesaid reduction shall result in cancellation of such number of equity shares as required to give effect to the above ratio, and the paid-up share capital shall stand reduced accordingly. The amount so reduced shall be utilised for writing off the accumulated losses of the Company.

The reduction of share capital shall be effected uniformly and proportionately across all shareholders, and shall not result in any change in the percentage shareholding of any shareholder, except to the extent of fractional entitlements, if any.

d. The scheme does not involve any conveyance or transfer of any property of the Company and consequently the order of the Hon'ble National.

f. Pre-Post Reduction Capital Structure of the Company is as under:

Particulars	Pre-Reduction (Rs.)	Particulars	Post Reduction (Rs.)
Authorized Share Capital		Authorized Share Capital
65,00,000 Equity Shares of Rs. 10/- each	6,50,00,000	65,00,000 Equity Shares of Rs. 10/- each	6,50,00,000
Total	6,50,00,000	Total	6,50,00,000
Issued Capital		Issued & Subscribed Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000	9,04,286 Equity Shares of Rs. 10/- each	90,42,860
Total	6,33,00,000		90,42,860
Paid-up & Subscribed Share Capital		Paid-up Share Capital
63,30,000 Equity Shares of Rs. 10/- each	6,33,00,000	9,04,286 Equity Shares of Rs. 10/- each	90,42,860
Total	6,33,00,000		90,42,860

Reserves and Surplus		Reserves and Surplus
General Reserves	--	General Reserves	--
Retained Earnings	(5,70,79,348)	Retained Earnings	(28,22,208)
	--		--
Total	(5,70,79,348)		(28,22,208)

g. The Pre and Post Reduction Shareholding pattern of the Company will be as follows:

Category	Pre- Scheme (Equity Shares of Rs. 10 each)		Post Scheme (Equity Shares of Rs. 10 each)
	No. Shares	Percentage	No. Shares	Percentage
Promoter	14,65,700	23.15	2,09,386	23.15
Public	48,64,300	76.85	6,94,900	76.85
TOTAL	63,30,000	100.00	9,04,286	100.00

h. Upon the scheme coming into effect, with the above reduction of the equity share capital of the Company in accordance with the above clause the existing 63,30,000 Equity Shares of Rupees 10/- each shall be reduced to 9,04,286 Equity Shares of Rupees 10/- each fully paid up. Consequently, every shareholder of the Company whose name appear on the register of members on the Record date shall be issued 1 (One) equity shares of face value of Rs. 10/- (Rupees Ten) fully paid up for every 7 (Seven) equity shares of held Rs. 10/- (Rupees Ten) fully paid up by Shareholders in the Company as on the Record Date.

i. No shareholder shall be entitled to a fraction of a share and all fractional entitlements resulting from the consolidation shall be aggregated to into whole shares and the number of shares so arising shall be held by the Trust/Trustee appointed by the Board who shall dispose – off the said shares in the market at the best available price within 90 days from the date of allotment of shares in one or more lots. The trustee shall severally hold the net sale proceeds of all such shares after deducting that from all costs, charges and expenses of such sale and shall thereafter distribute such sale proceeds to the members of the company in proportion to their fractional entitlements. The reduction shall be effected on a proportionate basis across all shareholders.

j. The Company shall be empowered to advise the depository participant of the shareholders holding shares in the dematerialized form, on the record date, about the information of shareholding arising out of capital reduction pursuant to this scheme, for substitution thereof or in lieu of the certificate of the equity shares held by them before such capital reduction. In respect of shares held in dematerialised form, the reduction of share capital shall be effected by the depositories, namely National Securities Depository Limited and Central Depository Services (India) Limited, by way of corporate action in accordance with the applicable rules and procedures, and no physical action shall be required from such shareholders.

share certificate or not. Their original share certificate shall be deemed to be cancelled and non-usable and non-tradable on any stock exchange or otherwise from and after the record date. The stock exchange shall also be intimated, on the Record date of the non-tradability of the original share certificate so that they can intimate their Company's members by public notice displayed on the Notice Board and through electronic means.

I. Upon the Scheme becoming effective, the Register of Members and other statutory records of the Company shall be updated to reflect the reduced paid-up share capital.

m. Upon the Scheme becoming effective and the reduction of share capital being given effect to:

(i) In respect of equity shares held in physical form, the existing share certificates representing the pre-reduction paid-up equity share capital of the Company shall, without any further act or deed, be deemed to have been cancelled and extinguished to the extent of reduction approved under this Scheme.

(ii) Unless otherwise directed by the Company or required under applicable law, the shareholders shall not be required to surrender their existing physical share certificates. Such certificates shall be deemed to have been cancelled and shall not be valid for any purpose after the Record Date.

(iii) The Company shall, if so required and upon request by the shareholders, issue new share certificates or endorse the existing certificates to reflect the reduced paid-up value/number of shares, in accordance with applicable provisions of the Companies Act, 2013, rules made thereunder, and applicable regulations of the Securities and Exchange Board of India.

(iv) Their original share certificate shall be deemed to be cancelled and non-usable and non-tradable on any stock exchange or otherwise from and after the record date. The stock exchange shall also be intimated, on the Record date of the non-tradability of the original share certificate so that they can intimate their Company's members by public notice displayed on the Notice Board and through electronic means.

n. The Scheme is only for reduction of Share Capital of the Company and it does not envisage transferor vesting of any properties and/or liabilities to or in favor of the Company. The percentage of shareholding pattern of the Company shall remain unchanged.

o. The proposed reduction of Paid-up Share Capital of the Company by way of writing off the Accumulated losses against the share capital of the Company will be for the benefit of the Company, its creditors, Shareholders and all the concerned stakeholders. Such reduction will not cause any prejudice to the creditors of the Company. It does not involve either the diminution of any liability in respect of any unpaid capital or the payment to the Shareholder of the paid-up capital. Further, the proposed reduction of capital would not in any way adversely affect the ordinary operations of

the Company or the ability of the Company to honor its commitments or pay its debts in the ordinary course of the business.

p. The Company shall not be required to use the words “AND REDUCED” as part of its corporate name and such use is dispensed with.

PART 4 — GENERAL CLAUSE, OTHER TERMS AND CONDITIONS/ CONDITIONALITY OF THE SCHEME

4.1 CONDITIONALITY OF THE SCHEME

The scheme is conditional upon and subject to:

a. The Scheme being approved by the Shareholders of the Company through special resolution;

b. The Scheme being approved by the creditors of the Company, if any, as prescribed under the Act and/or as may be directed by NCLT and/or any other appropriate authority as may be applicable;

c. The Company to disclose corporate announcement (prior and post) to the BSE Limited for the implementation of the Scheme as per SEBI LODR and applicable provisions thereof;

d. The Scheme being approved by the NCLT under Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (to the extent applicable);

e. Certified copy of the order of the NCLT sanctioning this Scheme and the form of minutes of reduction being filed with the ROC by the Company; and

f. The requisite, consent, approval or permission of the Central Government or any other statutory or regulatory authority, if any, which by law may be necessary for the implementation of this Scheme.

4.2 COSTS, CHARGES AND EXPENSES

All past, present and future costs, charges, levies, duties and expenses in relation to or in connection with or incidental to the proposed Scheme of reduction of share capital and of carrying out and implementing/complementing thereof shall be borne and paid solely by the Company and all above costs shall be treated as costs relating to the Scheme.

4.3 IMPACT OF THE SCHEME ON EMPLOYEES

The Scheme shall not have any adverse impact on the employees of the Company. All staff, workmen and other employees in the service of the Company immediately before the capital reduction shall stay as staff, workmen and employees of the Company after the capital reduction.

Their service shall be continuous and shall not be interrupted by reason of this capital reduction. The terms and conditions of service applicable to the said staff, workmen or employees after such capital reduction shall not in any way be less favorable to them than those applicable to them immediately before the capital reduction.

4.4 IMPACT OF THE SCHEME ON CREDITORS/LENDERS/ FINANCIAL INSTITUTIONS

The proposed scheme would not in any way adversely affect the ordinary operations of the Company or the ability of the Company to honour its commitments or pay the debts in ordinary course of business. The above proposal, does not in any manner, alter, vary, or affect the rights of the creditors/ lenders/ financial institutions. They would in fact be generally benefitted as the Scheme would help improving the financial position of the Company.

The proposed reduction in capital in any manner whatsoever does not, alter, vary, or affect the payment of any types of dues or outstanding amounts including all or any of the statutory dues payable-or outstanding.

4.5 CONTRACTS, DEEDS, AGREEMENTS AND OTHER INSTRUMENTS

Subject to other provisions contained in the Scheme, all contracts, Deeds, Agreements and other instruments of whatever nature to which the Company is a party subsisting or having effect immediately before the Effective Date shall remain in full force and effect against or in favor of the Company, as the case may be, and shall be enforced as fully and as effectually as before such reduction.

4.6 CONDUCT OF BUSINESS BY THE COMPANY

The Scheme does not involve any financial outlay / outgo and therefore, would not affect the ability or liquidity of the Company to meet its obligations/ commitments in the normal course of business. Further, this Scheme would also not in any way adversely affect the ordinary operations of the Company during the course or after the approval of reduction of capital.

4.7 LEGAL PROCEEDINGS

If any suit, writ petition, appeal, revision or other proceedings of whatever nature by or against the Company are pending, the same shall not abate, be discontinued or be in any way prejudicially affected by the capital reduction, but such proceedings may be continued, prosecuted and enforced by or against the Company in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against the Company- before such capital reduction.

4.8 APPLICATION TO THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL

This involves reduction of share capital as contemplated by Article 38 of the Articles of Association of the Company. The Company shall make all applications / petitions to the National Company Law Tribunal (NCLT), Ahmedabad Bench for sanctioning of this Scheme and obtain all approvals as may be required under Section 66 of the Companies Act, 2013 and National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies

Act, 2013 (to the extent applicable) are to be sought as a measure of legal compliance, transparency, prudence and extra caution.

4.9 MODIFICATIONS/AMENDMENTS TO THE SCHEME

The Company, by its Board or such other committee/ person or persons, as the Board may authorize, may make, or affect or assent to any modification or amendment of the Scheme which the Hon'ble National Company Law Tribunal, Ahmedabad Bench, the SEBI, the Stock Exchange and/or any other authorities under law may deem fit to direct or impose or which may otherwise be considered necessary or desirable by the Board for settling any question or doubt or difficulty that may arise for implementing and/ or carrying out the Scheme or otherwise howsoever arising out of or under or by virtue of the Scheme and/ or any matter concerned or connected herewith, and may be considered by the Board to be in the best-interest of the Company-and its Shareholders including the withdrawal of the Scheme, and do all such acts, deeds and things as may be necessary, desirable or expedient for giving effect to the Scheme.

4.10 DATE OF TAKING EFFECT

The Scheme set out herein in its present form or with any modification(s) hereto approved or imposed or directed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, shall be effective from the Effective Date.

4.11 SEVERABILITY

If, in the opinion of the Board, any part of the Scheme is found to be unworkable for any reason whatsoever, the same shall not affect the validity or implementation of other parts or provisions of the Scheme. If any part of this Scheme here of is invalid, ruled illegal by any appropriate authority of competent jurisdiction, or unenforceable under present or future laws, then such part shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse, in which case the Board shall attempt to bring a suitable modification to the Scheme. The Board shall be entitled to revoke, cancel and declare the Scheme to have no effect, if the Board is of the view that the coming into effect of the Scheme would have adverse implications on the Company.

4.12 ACCOUNTING TREATMENT

The Company shall pass appropriate entries as per the applicable accounting policies and accounting standards (specified is section 133 or any other provision of the Act) as regards accounting for the reduction of Capital and writing off the Accumulated Losses. Upon the Scheme becoming Company of the effective, Reduction of Capital with Company will be accounted for in accordance the applicable provisions of the Companies Act, 2013, Accounting Standards prescribed under section 133 of the Companies Act, 2013, and Generally Accepted Accounting Principles in India (Indian GAAP), as the case may be.

The accounting treatment is in compliance with Section 133 of the Companies Act, 2013 and applicable Indian Accounting Standards (Ind AS), as certified by the statutory auditor.

Following are the salient features of the accounting treatment to be given immediately upon Scheme getting into effect:-

Upon reduction of Capital, the total issued and paid-up Equity Share Capital of the Company shall be reduced from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising of 63,30,000 (Sixty-Three Lakhs Thirty Thousand) Equity Shares of Rs.10/- each (Rupees Ten Only) each to Rs.90,42,860 (Rupees Ninety Lacs Forty-Two Thousand Eight Hundred Sixty Only) divided into 9,04,286 (Nine Lacs Four Thousand Two Hundred Eighty Six) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The aforesaid reduction of paid-up equity share capital shall be affected by cancelling 54,25,714 equity shares of ₹ 10 each aggregating to Rs.5,42,57,140/-.

The debit balance of the Profit & Loss Account of the Company will be written off to the extent of the amount of the aforesaid reduction of share capital. Any amount left after writing off the debit balance of the Profit & Loss Account/ negative balance of Reserves and Surplus will remain "as it is", in the books of the Company.

The adjustment / reduction, in the capital shall be effected as an integral part of the Scheme in accordance with the provisions of Section 66 and other applicable provisions of the Act and the order of the National Company Law Tribunal sanctioning the Scheme shall be deemed to be also the order under section 66 of the Act for the purpose of confirming the reduction and no further act, deed, or thing as required under the provisions of the Act would be required. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital.

4.13 DESIGNATED STOCK EXCHANGE

Since the equity share of the Company listed on the BSE Limited only, therefore, the designated stock exchange for interaction with SEBI in terms of SEBI Circular shall be BSE Limited.

4.14 LISTING OF SHARES

Notwithstanding the reduction of capital of the Company in pursuance of the Scheme, the listing benefit of the Company on the Stock Exchange where the existing Equity shares of the Company are listed shall continue and the Company will comply with the applicable provision of Listing Agreement with the Stock Exchange.

4.15 MINUTE:

The Form of Minute proposed to be registered under Section 66(5) of the Act and Rule 6(2) of the Rules is as follows:

The Issued, Subscribed and Paid-up equity capital of Novyra Pharmachem Limited shall stand reduced from Rs.6,33,00,000 (Rupees Six Crores Thirty-Three Lakhs Only) comprising of 63,30,000 (Sixty-Three

Lakhs Thirty Thousand) Equity Shares of Rs.10/- each (Rupees Ten Only) each to Rs.90,42,860 (Rupees Ninety Lacs Forty Two Thousand Eight Hundred Sixty Only) divided into 9,04,286 (Nine Lacs Four Thousand Two Hundred Eighty-Six) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

4.16 EFFECT OF NON-RECEIPT OF APPROVALS / SANCTIONS

In the event of any of the aforesaid sanctions and approvals not being obtained and/or the Scheme not being sanctioned by the National Company Law Tribunal and/or the order or orders not being passed as aforesaid, the Scheme shall become null and void, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law and the Company shall bear and pay the costs, charges and expenses for or in connection with the Scheme.

4.17 CONDUCT OF BUSINESS:

Nothing contained in the Scheme shall affect the conduct of the business of the Company and for any deeds, bonds, contracts, agreements and any other instruments to which the Company is a Party and/or any legal or other proceedings by or against the Company.

For Novyra Pharmachem Limited
Sd/-
Anilkumar Amreliya
Managing Director
DIN: 11339148

Date: 16th May, 2026
Place: Ahmedabad

AI assistant

Bansisons Tea Industries Ltd. — Proxy Solicitation & Information Statement 2026

64060_rns_2026-06-01_82886184-3abd-4f2f-8339-9ad92fcbecfe.pdf

NOVYRA PHARMACHEM LIMITED

NOTICE OF THIRTY-NINTH ANNUAL GENERAL MEETING

ORDINARY BUSINESS:

SPECIAL BUSINESS: -

NOTES:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

General Guidelines for shareholders

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No.: 1

Item No.: 2

Item No.: 3

1. BACKGROUND:

2. REASONS FOR ACCUMULATED LOSSES AND DETAILS OF LOSS BUILDUP OF COMPANY FOR LAST FINANCIAL YEARS:

4. RATIONAL AND SYNERGIES OF THE SCHEME AND ITS IMPACT ON THE PUBLIC SHAREHOLDERS:

4.1 RATIONALE OF THE SCHEME OF CAPITAL REDUCTION

4.2 EFFECTS AND BENEFITS OF THE PROPOSED REDUCTION:

5. EFFECTIVE DATE OF REDUCTION OF SHARE CAPITAL:

6. AUDITOR CERTIFICATE:

7. JUSTIFICATION FOR NON-REQUIREMENT OF FAIRNESS OPINION AND VALUATION REPORT:

8. TREATMENT AND PAYMENT FOR FRACTIONAL SHARES:

9. GENERAL INFORMATION AND DISCLOSURES:

Item No.: 4

ITEM NO. 5

PREAMBLE OF THE SCHEME:

PARTS OF THE SCHEME OF REDUCTION OF SHARE CAPITAL:

PART 1 — DEFINITIONS AND INTERPRETATIONS

1.1. DEFINITIONS

1.2 INTERPRETATION

PART 2 — DETAILS OF THE COMPANY

2.1 INCORPORATION OF THE COMPANY

2.2 MAIN OBJECTS OF THE COMPANY

2.3 CAPITAL STRUCTURE OF THE COMPANY

2.4 COMPLIANCE WITH TAX LAWS

2.5 FINANCIALS OF THE COMPANY

2.6 PROMOTERS AND DIRECTORS

2.7 OTHER DISCLOSURES

PART 3 — REDUCTION OF SHARE CAPITAL OF THE COMPANY

3.1 RATIONALE AND PURPOSE OF THE REDUCTION

3.2 OBJECTS/ BENEFITS ARISING OUT OF THE SCHEME –

3.3 APPROVAL OF THE EQUITY SHAREHOLDERS

3.4 EFFECTS OF THE SCHEME

4.1 CONDITIONALITY OF THE SCHEME

4.2 COSTS, CHARGES AND EXPENSES

4.3 IMPACT OF THE SCHEME ON EMPLOYEES

4.4 IMPACT OF THE SCHEME ON CREDITORS/LENDERS/ FINANCIAL INSTITUTIONS

4.5 CONTRACTS, DEEDS, AGREEMENTS AND OTHER INSTRUMENTS

4.6 CONDUCT OF BUSINESS BY THE COMPANY

4.7 LEGAL PROCEEDINGS

4.8 APPLICATION TO THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL

4.9 MODIFICATIONS/AMENDMENTS TO THE SCHEME

4.10 DATE OF TAKING EFFECT

4.11 SEVERABILITY

4.12 ACCOUNTING TREATMENT

4.13 DESIGNATED STOCK EXCHANGE

4.14 LISTING OF SHARES

4.15 MINUTE:

4.16 EFFECT OF NON-RECEIPT OF APPROVALS / SANCTIONS

4.17 CONDUCT OF BUSINESS:

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Bansisons Tea Industries Ltd. Proxy Solicitation & Information Statement 2026