FUTURE MARKET NETWORKS catalysing consumption

CIN: L45400MH2008PLC179914

May 22, 2026

The Manager

Listing Department

National Stock Exchange of India Limited

Exchange Plaza,

Bandra Kurla Complex, Bandra (E)

Mumbai-400 051

Dept of Corporate Services (CRD)

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai - 400 001

Ref: Scrip Code: BSE - 533296 and NSE - FMNL

Subject: Notice of the Extra-Ordinary General Meeting under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Dear Sir/Madam,

This is further to our letter dated May 19, 2026, and pursuant to Regulation 30 of the SEBI Listing Regulations, please find attached herewith the Notice of the Extra-Ordinary General Meeting ("EGM") of the Company, to be held as under:

Day and Date	Wednesday, 17th June 2026
Time	02:00 p.m. (IST)
Mode	Through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM")
Particulars of the Resolution	Approval for Issue of Equity shares and fully convertible Warrants on preferential basis to a Non-Promoter Group entity
Type of Resolution	Special

In accordance with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, the Notice of the EGM is being sent in electronic mode to those Members, whose names appeared in the Register of Members/ Register of Beneficial Owners as received from the Depositories as on Friday, May 15, 2026 ("cut-off date") and whose e-mail IDs are registered with the Depositories.

Further, in terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), the Company has fixed Wednesday, 10th June, 2026 as the "cut-off date" to determine the eligibility of the Members to cast their vote by electronic means and e-voting during the EGM of the Company.

The remote e-voting period shall commence from 9.00 a.m. (IST) on Friday, June 12, 2026 and ends at 5.00 p.m. (IST) on Tuesday, June 16, 2026. The instructions for remote e-voting and e-voting at the EGM have been provided in the 'Notes' section of the enclosed EGM Notice. The results of the EGM will be announced on or before June 19, 2026.

The Notice of the EGM along with explanatory statement and instructions for e-voting is available on the website of the Company www.fmn.co.in

This is for your information and records.

Yours Sincerely,

For Future Market Networks Limited

Anil Cherian

Head - Legal and Company Secretary

Encl.: a/a

Future Market Networks Ltd.

Corporate Office : Umang Tower, 2nd Floor, Ram Nagar, Mindspace, Off. Link Road, Behind Inorbit Mall, Malad (West), Mumbai - 400064.

T +91 22 4069 5542 www.fmn.co.in Email : [email protected]

Registered Office : Knowledge House, Shyam Nagar, Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060.

FUTURE MARKET NETWORKS catalysing consumption

CIN: L45400MH2008PLC179914

FUTURE MARKET NETWORKS LIMITED

Corporate Identification Number (CIN): L45400MH2008PLC179914

Regd. Office: Knowledge House, Shyam Nagar, Off. Jogeshwari – Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060

Contact: 7498185713 Email: [email protected] • Website: www.fmn.co.in

NOTICE

NOTICE is hereby given to the Shareholders (the “Shareholders” or the “Members”) of Future Market Networks Limited (“Company” / “FMNL”) that an Extra-Ordinary General Meeting (“EGM”) of the Company will be held on Wednesday, June 17, 2026 at 02.00 p.m. through Video Conferencing / Other Audio Visual Means to transact the following special business:

Special Business:

Item No. 1:

Issue of Equity shares and fully convertible Warrants on preferential basis to a Non-Promoter Group entity.

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 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the ‘Act’) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Act any other rule(s), regulation(s), circular(s), notification(s), guideline(s), order(s) etc., issued thereunder including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof, for the time being in force; applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ‘SEBI ICDR Regulations’), Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the ‘SAST Regulations’), Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the ‘PIT Regulations’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), and any other rule(s) / regulation(s) / circular(s), notification(s) / guideline(s) / order(s), if any, prescribed by the Securities and Exchange Board of India (‘SEBI’), Reserve Bank of India (‘RBI’), Ministry of Finance (‘MOF’), Ministry of Corporate Affairs (‘MCA’), BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) where the shares of the Company are listed (hereinafter jointly referred to as the ‘Stock Exchanges’) and/or any other statutory / government / regulatory authority; and rules and regulations framed thereunder as amended, (including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force), any other applicable laws made under any of the above mentioned statutes in the form of any other rule(s), regulation(s), circular(s), notification(s), order(s) etc., and pursuant to the provisions of any other substantive and/or procedural laws that may be applicable in this regard; memorandum and articles of association of the Company; and subject to the approval(s), consent(s), permission(s), sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s),

FUTURE MARKET NETWORKS catalysing consumption

CIN: L45400MH2008PLC179914

sanction(s), and which may be agreed to by the Board of Directors of the Company and applicable regulatory authorities; the consent of the members of the Company be and is hereby accorded to create, offer, issue and allot, from time to time, in one or more tranches, up to 1,00,000 equity shares ('Equity Shares') and 1,99,00,000 fully convertible warrants ('Warrant(s)') and each Warrant is convertible into or exchangeable for 1 [one] fully paid up equity share of the Company of face value of INR 10/- (Indian Rupees Ten only) each, at any time within 18 (eighteen) months from the date of allotment of the Warrants, as per the SEBI ICDR Regulations, for cash, to Non-Promoter / Non-Promoter Group entities i.e. Public Category, listed below ('Proposed Allottee(s)'), in one or more tranches, at a price of INR 10.80/- (Indian Rupees Ten and Paisa Eighty) per Warrant (including Premium of INR 0.80/- per Warrant) ('Warrant Issue Price') and of INR 10.80/- (Indian Rupees Ten and Paisa Eighty only) per Equity Share (including Premium of 0.80/- per Equity Share ('Equity Subscription Price'), aggregating upto INR 21,60,00,000/- (Indian Rupees Twenty One Crores Sixty Lakhs Only) ('Total Issue Size') on a preferential basis, with the upfront payment against subscription of Equity Shares in full and Warrant Subscription Price of INR 5,37,30,000/- (Indian Rupees Five Crore Thirty Seven Lakhs Thirty Thousand Only) for each Warrant, which is equivalent to 25% (twenty five per cent) of the Warrant Issue Price ('Warrant Subscription Price'), entitling the Warrant Holder(s) to seek conversion of Warrant(s) in one or more tranches, within a maximum period of 18 (eighteen) months from the date of allotment of Warrants, upon the payment of INR 16,11,90,000/- (Indian Rupees Sixteen Crores Eleven Lakhs Ninety Thousand Only), equivalent to 75% (Seventy five per cent) of the Warrant Issue Price ('Warrant Exercise Price'), and be allotted one fully paid-up Equity Share of the Company of face value of INR 10/- each against each Warrant in such manner and on such other terms and conditions as may be determined in accordance with the ICDR Regulations or other applicable provisions of the law as may be prevailing at the time, subject to it being in compliance with the minimum price calculated in accordance with Regulations 164 for Preferential Issue contained in Chapter V of the ICDR Regulations to the following:

S.No	Name of the Proposes Allottee	Category	Maximum Number of Warrants	Maximum Number of Equity Shares
01	Westfield Hygiene Private Limited	Public	1,99,00,000	1,00,000

RESOLVED FURTHER THAT:

i. In accordance with the provision of Chapter V of the SEBI ICDR Regulations, the 'Relevant Date' for the purpose of determination of the floor price for the issue and allotment of Equity Shares and Warrants is Monday, May 18, 2026, being the working day which is 30 days prior to the proposed date of shareholders' meeting (EGM) i.e. June 17, 2026.

ii. The minimum price of the Equity Shares and Warrants so issued and for the equity shares to be allotted on exercise of the Warrants in terms of Chapter V of the SEBI ICDR Regulations arrives at INR 10.80/- (Indian Rupees Ten and Paisa Eighty only), calculated in terms of provisions as below:

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CIN: L45400MH2008PLC179914

a. The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and Stock Exchange (viz. BSE) with higher trading volumes for the preceding ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations

the 90 trading days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date computes to INR. 9.10/- (Indian Rupees Nine and Paisa Ten Only);
the 10 trading days volume weighted average prices of the related equity shares quoted on a recognized stock exchange preceding the relevant date computes to INR. 10.80/- (Indian Rupees Ten and Paisa Eighty only).

b. As the proposed allotment is more than 5% of the post issue fully diluted share capital of the Company, to allottee(s), in terms of Regulation 166A of SEBI ICDR Regulations, the Company has obtained a valuation report from an independent registered valuer for determining the price which computes to INR 10.80/- (Indian Rupees Ten and Paisa Eighty only).

c. method of determination of price as per the Articles of Association of the Company is not applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares issued on preferential basis.

RESOLVED FURTHER THAT aforesaid issue and allotment of Equity Shares, Warrants and allotment of equity shares on exercise of Warrants, shall be subject to the following terms and conditions:

a) the pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

b) The conversion of Warrants into equity shares is to be done, in one or more tranches, before the expiry of eighteen (18) months from the date of allotment of Warrants in terms of SEBI ICDR Regulations. Since the Warrants are convertible into 1 equity share for each Warrant, the Relevant Date for the purpose of determination of the floor price of the equity shares to be issued pursuant to conversion of such Warrants is Monday, May 18, 2026 which is to be mentioned in accordance with regulation 163(4) of SEBI ICDR Regulations, on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated.

c) Full consideration for the Equity Shares shall be payable at the time of allotment of Equity Shares. The minimum amount of INR 5,37,30,000/- (Indian Rupees Five Crore Thirty-Seven Lakhs Thirty Thousand Only), which is equivalent to 25% (twenty five percent) of the Warrants Issue Price shall be paid at the time of subscription and allotment of each Warrant. The Warrant holder will be required to make further payments of INR 16,11,90,000/- (Indian Rupees Sixteen Lakhs Eleven Thousand Ninety Only), which is equivalent to 75% (seventy five percent) of the Warrants Issue Price at the time of exercise of the right attached to the Warrant(s), to convert the Warrant(s) and subscribe to equity share(s) of the Company.

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d) Equity Shares and Warrants, being allotted to the Proposed Allottees and the equity shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock-in for such period as prescribed under SEBI ICDR Regulations.

e) Equity Shares and Warrants shall be issued and allotted by the Company only in dematerialized form within a period of 15 days from the date of passing a Special Resolution by the members, provided that where the issue and allotment of said Warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or regulatory authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or permission or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or regulatory authorities etc.

f) Equity Shares and Warrants so allotted under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations, except to the extent and in the manner permitted there under.

g) The consideration for allotment of Equity Shares and Warrants and/or Equity Shares arising out of exercise of such Warrants shall be paid to the Company from the bank account of the Proposed Allottee.

h) The Warrants itself, until converted into Equity Shares, do not give to the Warrant Holder any voting rights in the Company in respect of such Warrants. However, Warrant holders shall be entitled to any corporate action such as issuance of bonus shares, right issue, split or consolidation of shares etc. announced by the Company. The price of Warrants determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, in terms of Regulation 166 of the SEBI ICDR Regulations. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the Warrants shall continue to be locked-in till the time such amount is paid by the Warrant Holder.

i) In the event the Warrant Holder(s) do not exercise Warrants within the warrant exercise period, the Warrants shall lapse, and the amount paid shall stand forfeited by the Company.

j) The right attached to the Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the Warrants by issuing a written notice ('Conversion Notice') to the Company specifying the number of Warrants proposed to be converted and the date designated as the specified conversion date ('Conversion Date'). The Company shall accordingly, without any further approval from the Members, allot the corresponding number of equity shares in dematerialized form on the Conversion Date mentioned in the Conversion Notice, subject to receipt of the Warrant Exercise Price by the Warrant holder to the designated bank account of the Company.

k) Upon exercise of the option to convert the Warrants within the tenure specified above, the Company shall ensure that the allotment of equity shares pursuant to exercise of the Warrants is completed within 15 days from the date of such exercise by the allottee of such warrants.

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I) The Equity Shares to be issued now and the equity shares to be allotted on exercise of the Warrants, shall be in dematerialized form. Further, the equity shares to be allotted on exercise of the Warrants shall be fully paid up and ranking pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company;

m) The Equity Shares to be issued and allotted as per the above resolution and the equity shares allotted upon conversion of the Warrants shall be listed and traded on the Stock Exchange(s) where the existing equity shares of the Company are listed, subject to the receipt of necessary permissions or approvals as the case may be;

n) The Warrant holder shall be entitled to all future corporate actions including but not limited to issue of bonus / rights, if any, and the Company shall reserve proportion of such entitlement for the Warrant holder;

o) The Warrants and the Equity Shares allotted in terms of the above resolution and pursuant to the conversion of warrants into equity shares shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations;

p) The Equity Shareholders and Warrant Holder shall make payment of Equity Subscription Price and Warrant Subscription Price and Warrant Exercise Price from their own bank account into the designated bank account of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name of the Proposed Allottees be recorded for the issuance of invitation to subscribe to the Equity Shares and Warrants and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the Proposed Allottees inviting them to subscribe to the Equity Shares and Warrants.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board, and the key managerial personnel of the Company, be and are hereby jointly/ severally authorised on behalf of the Company to do all such other acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, without being required to seek any further consent or approval of the members of the Company, including but not limited to the following:

i. to issue and allot the Equity Shares and Warrants and such number of equity shares as may be required to be issued and allotted upon exercise/ conversion/ exchange of the Warrants, without requiring any further approval of the Members;

ii. to negotiate, finalize and execute all necessary agreements/ documents/ form filings/ applications to effect the above resolutions, including to make applications to applicable regulatory authorities, like applications to the Stock Exchanges for obtaining in-principle approval for the Equity Shares and Warrants to be allotted pursuant to the Preferential Issue, and for obtaining listing approval and trading approval for the equity shares allotted and to be allotted upon conversion of the Warrants;

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CIN: L45400MH2008PLC179914

iii. modify, vary, finalise, settle and execute all such deeds, agreements, undertakings, bonds, indemnity, guarantees, pleadings and documents and to do all such acts, matters, deeds and things, for and on behalf of the Company, as may be necessary to give effect to the above resolution;

iv. modify, finalise, settle and register all such agreements, documents, instruments and writings as deemed necessary, including providing of offer letter and any other documents, writings as may be required to give effect to the above resolution;

v. to appoint valuers, merchant bankers, registrar, depositories, intermediaries, consultants, professional advisors, solicitors, advocates, accountants, monitoring agency, authorised dealer Bank and other expert advisors as may be applicable and to finalise their fees/charges and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies;

vi. to take necessary steps for listing of the equity shares allotted upon conversion of Warrants on Stock Exchanges, where the Company's shares are listed, as per the terms and conditions of the Listing Regulations, and in accordance with such other guidelines, rules and regulations as may be applicable with regard to such listing;

vii. to take necessary steps for payment of stamp duty on issue and allotment of Warrants / Equity Shares, as applicable, in terms of applicable provisions of law. and

viii. to do all such other acts, matters, deeds and things necessary or desirable in connection with or incidental to give effect to the above resolution;

ix. to undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the Listing Regulations and to take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing, and the decision of the Board shall be final and conclusive.

x. to resolve and settle any matter, question, difficulty or doubt that may arise in regard to the issuance and allotment of Equity Shares and Warrants and the equity shares to be allotted pursuant to the conversion of the Warrants, without requiring any further approval of the Members, and to authorize all such persons as may be deemed necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers conferred upon it by this resolution, as it may deem fit in its absolute discretion, to any Director(s), Committee(s), Executive(s), Officer(s), Company Secretary or any other person(s) to give effect to this resolution, including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities and to appoint any professional advisors, bankers, consultants, advocates and advisors to give effect to this resolution and further to take all other steps which may be incidental, consequential, relevant or ancillary in this regard.

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RESOLVED FURTHER THAT all actions taken by the Board or committee(s) duly constituted for this purpose in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

By the Order of the Board
For Future Market Networks Limited

Sd/-

Date: May 22, 2026
Place: Mumbai

Anil Cherian
Head – Legal and Company Secretary

Registered Office:

Knowledge House, Shyam Nagar,
Off Jogeshwari-Vikhroli Link Road,
Jogeshwari (E), Mumbai - 400 060

CIN: L45400MH2008PLC179914
[email protected]

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Notes:

1) The Ministry of Corporate Affairs ("MCA"), vide its General Circular No. 03/2025 dated September 22, 2025 read with circular nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and 20/2020 dated May 05, 2020 and Securities Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 read with SEBI Master Circular SEBI/ HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 issued in this regard, (collectively referred to as "Relevant Circulars"), have permitted convening the General Meeting through VC or OAVM without physical presence of the Members. In accordance with the Relevant Circulars, applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Extra-Ordinary General Meeting ("EGM") of the Company is being held through VC / OAVM.

The deemed venue for the EGM shall be the Registered Office of the Company i.e., Knowledge House, Shyam Nagar, Off. Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060

2) An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act'), which sets out the details relating to the Special Businesses to be transacted at the EGM, is annexed hereto.

3) The EGM is being held in accordance with the MCA Circulars through VC and accordingly the facility for the appointment of proxies by the Members will not be available.

4) Participation of Members through VC will be reckoned for the purpose of quorum for the EGM as per Section 103 of the Act.

5) Pursuant to Section 113 of the Act, Corporate/Institutional members intending to appoint their authorized representative(s) to attend the EGM through VC/OAVM on its behalf and to vote through remote e-voting are requested to send (in advance), scanned copy (PDF/JPG Format) of a duly certified copy of the relevant Board Resolution/Letter of Authority/Power of Attorney, together with the respective specimen signatures of those representative(s), to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected] and [email protected].

6) In view of the "Green Initiatives in Corporate Governance" introduced by MCA and in terms of the provisions of the Companies Act, 2013, Members who are holding shares of the Company in physical mode, are required to register their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondences, etc., through emails in the electronic mode instead of receiving physical copies of the same. Members holding shares in dematerialized form, who have not registered their email addresses with Depository Participant(s), are requested to register / update their email addresses with their Depository Participant(s).

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7) All relevant documents referred to in this notice and the explanatory statement will be available for inspection by the members at the registered office of the Company during normal business hours on all working days [except Saturday(s) and Sunday(s) and public holiday(s)] up to the date of the EGM.

8) Submission of questions or queries prior to EGM Registration of Speakers: Members who would like to express their views or ask questions during the EGM may register themselves as a speaker, during the period from Friday, June 12, 2026, to Tuesday, June 16, 2026, through e-mail on [email protected]. Such questions shall be taken up during the meeting or replied by the Company suitably. Those Members who have registered themselves as a speaker will be allowed to express their views, ask questions during the EGM. The Company reserves the right to restrict the number of speakers as well as the speaking time depending upon the availability of time at the EGM.

9) In line with the aforesaid Circulars, the Notice of EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on Friday, May 15, 2026. Members may note that Notice has been uploaded on the website of the Company at www.fmn.co.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

10) Members are requested to notify immediately about any change in their postal address/E-mail address/dividend mandate/ bank details to their Depository Participant (DP) in respect of their shareholding in DEMAT mode and in respect of their physical shareholding to the Company's Registrar and Share Transfer Agent('RTA'), viz. MUFG Intime India Private Limited having its office at C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400083 / E-Mail - [email protected]

11) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN to the RTA.

12) To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address/e-mail id or staying abroad or demise of any members as soon as possible. Members are also advised not to leave their Demat Account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participants and holdings should be verified.

13) Members who hold shares in physical form in multiple folios in identical names or joint accounts in the same order of names are requested to send share certificates to the Company for consolidation into a single folio. Members who hold shares in physical form are advised to convert their shareholding in dematerialized form with any depository participant.

14) In all correspondences with the Company, members are requested to quote their account/folio numbers and in case their shares are held in the dematerialized form, they must quote their DP ID and Client ID No(s).

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15) Since the EGM will be held through VC/OAVM Facility, the Route Map of Venue is not annexed to this Notice.

General instructions for accessing and participating in the EGM through VC/OAVM Facility and Voting through electronic means including remote e-Voting.

16) The Members can join the EGM in the VC/OAVM mode 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on a 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 Committees of the Board, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis. Members of the Company under the category of Institutional Shareholders are encouraged to attend and participate in the EGM through VC/OAVM and vote thereat.

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

18) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations, and the MCA Circulars and Secretarial Standard- 2 issued by Institute of Company Secretaries of India, the Company is providing facility of remote e-Voting to its Members in respect of the business (es) to be transacted at the EGM. For this purpose, the Company has entered into an agreement with 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 voting on the date of the EGM will be provided by NSDL.

19) The remote E-voting period for all items of businesses contained in this notice of EGM shall commence from Friday, June 12, 2026, at 9.00 a.m. (IST) and will end on Tuesday, June 16, 2026, at 5.00 p.m. (IST). The E-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by any Member, he/she shall not be allowed to change it subsequently.

20) The cut-off date for determining the eligibility of shareholders to exercise remote E-voting rights and attendance at EGM is Wednesday, June 10, 2026. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the above-mentioned cut-off date, shall be entitled to avail the facility of remote E-voting or voting at the meeting through electronic mode. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

21) Those Members, who will be present in the EGM through VC/OAVM facility and have not cast 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 during the EGM.

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22) The Members who have cast their vote by remote E-voting prior to the EGM may also attend/ participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again. Members are requested to carefully read the instructions for E-voting before casting their vote.

23) At the EGM, the Chairman of the meeting shall after discussion on all the resolutions on which voting is to be held, allow voting by electronic means to all those members who are present at the meeting but have not casted their votes by availing the remote E-voting facility. The Board of Directors of your Company have appointed Mr. Alwyn D'Souza of M/s. Alwyn D'Souza & Company, Practicing Company Secretaries, Mumbai (Membership No. F5559, Certificate of Practice No. 5137) -) or failing him Mr. Jay D'souza of M/s Jay D'souza & Co., Practicing Company Secretaries, Mumbai (Membership No. F3058, Certificate of Practice No. 6915) as the Scrutinizer to scrutinize the remote e-voting process and voting through E-voting system at the EGM in a fair and transparent manner.

24) The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first download the votes cast at the meeting and thereafter unblock the votes cast through remote E-voting in the presence of at least 2 (Two) witnesses not in the employment of the Company. Thereafter the Scrutinizer shall submit a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairperson, or a person authorized by him in writing who shall countersign the same and declare the result of voting forthwith. The result of e-voting along with consolidated Scrutinizer's report will be declared upon conclusion of the Meeting, within the permissible timelines.

25) The results declared along with the Scrutinizer's report shall be placed on the website of the Company and shall also be communicated to the Stock Exchanges. The Resolutions, if approved, shall be deemed to be passed, on the date of EGM.

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

The remote e-voting period begins from Friday, June 12, 2026, at 9.00 a.m. (IST) and will end on Tuesday, June 16, 2026, at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members whose names appear in the Register of Members I Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, June 10, 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:

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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.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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.
	2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing 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.
3. 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

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| | 4. 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. |
| --- | --- |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. |

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	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
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.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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 022 - 4886 7000
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 toll free no. 1800-21-09911

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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.
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

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

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

b) 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.

c) How to retrieve your 'initial password'?

(i) 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'.

(ii) 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:

a) 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.

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

c) 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.

d) 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.
Now, you will have to click on "Login" button.
After you click on the "Login" button, Home page of e-Voting will open.

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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 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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 & 110 OF THE COMPANIES
ACT, 2013
ITEM NO. 1

The Special Resolution contained in Item No. 1 of the notice, has been proposed pursuant to the provisions of Sections 23(1)(b), 42 and 62(1)(c) of the Companies Act, 2013 and applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations"), to issue and allot upto 1,00,000 (One Lakhs) Equity Shares ('Equity Shares') and up to 1,99,00,000 Fully Convertible Warrants ('Warrants'), convertible into one fully paid-up equity share of the Company of face value of INR 10/- each ('Equity Share'), to entity belonging to Non-Promoter Group i.e. Public Category, on a preferential basis at an issue price of INR 10.80/- (Indian Rupees Ten and Paisa Eighty) which is a price higher than the price as determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations, for an aggregate amount not exceeding INR 21,60,00,000/- (Indian Rupees Twenty Once Crores Sixty Lakhs Only).

The preferential issue shall be made in terms of Chapter V of the SEBI ICDR Regulations and applicable provisions of Companies Act, 2013. The said proposal has been considered and approved by the Board in its meeting held on May 19, 2026.

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The Board of Directors of the Company at its meeting held on May 19, 2026, considered various available options to raise funds for the business requirement of the Company. At the said meeting, the Board, while considering various fund-raising options, considered the letter of intent received from the proposed investors and approved raising of funds by way of a preferential allotment of Equity Shares and convertible Warrants to Non-Promoter Group Category, and also has recommended the same to the Members of the Company for their approval, the issuance and allotment of upto 1,00,000 [One Lakhs] Equity Shares ('Equity Shares') and Upto 1,99,00,000 [One Crore Ninety Nine Lakhs] convertible warrants ('Warrants') and each Warrants are convertible in to one equity share of face value of INR 10/- (Indian Rupees Ten only) each, fully paid-up of the Company at any time within 18 months from the date of allotment of the Warrants, as per the SEBI ICDR Regulations, for cash, to Non Promoter / Non Promoter Group entity listed below ("Equity Shareholder"/ "Warrant Holder" / "Proposed Allottee"), in one or more tranches, at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of INR 10.80/- (Indian Rupees Ten and Paisa Eighty) per Warrant (including Premium of INR 0.80/- per Warrant) ('Warrant Issue Price') and of INR 10.80/- (Indian Rupees Ten and Paisa Eighty) per Equity Share (including Premium of 0.80/- per Equity Share, aggregating upto INR 21,60,00,000/- (Indian Rupees Twenty One Crores Sixty Lakhs Only) ('Total Issue Size') on a preferential basis, with the upfront payment in full against subscription of Equity Shares and Warrant Subscription Price of INR 5,37,30,000/- (Indian Rupees Five Crore Thirty Seven Lakhs Thirty Thousand Only) for each Warrant, which is equivalent to 25% (twenty five per cent) of the Warrant Issue Price ('Warrant Subscription Price'), entitling the Warrant Holder to seek conversion of Warrant(s) in one or more tranches, within a maximum period of 18 (eighteen) months from the date of allotment of Warrants, upon the payment of Warrant Exercise Price of INR 16,11,90,000/- (Indian Rupees Sixteen Crores Eleven Lakhs Ninety Thousand Only), equivalent to 75% (Seventy five per cent) of the Warrant Issue Price ('Warrant Exercise Price'), and be allotted one fully paid-up Equity Share of the Company of face value of INR 10/- each, in such manner and upon such terms and conditions as set out herein or other applicable provisions of the law as may be prevailing at the time and / or as may be deemed appropriate by the Board in accordance with the terms of this issue, provisions of SEBI ICDR Regulations, or other applicable laws in this respect to the following persons / entities:

S.No	Name of the Proposes Allottee	Category	Maximum Number of Warrants	Maximum Number of Equity Shares
01	Westfield Hygiene Private Limited	Public	1,99,00,000	1,00,000

The Proposed Allottee have also confirmed their eligibility in terms of Regulation 159 of SEBI ICDR Regulations, to subscribe to the Equity Shares and Warrants to be issued pursuant to the Preferential Issue

The approval of the members is accordingly being sought by way of passing a 'Special Resolution' under Sections 23(1)(b), 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI ICDR Regulations for Item No. 1 of the Notice.

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The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, in terms of applicable Stock Exchanges Circular(s), with respect to the additional disclosures for objects of the issue and Regulation 163 of the SEBI ICDR Regulations are set forth below:

I. Particulars of the offer including date of passing of Board resolution, kind of Securities offered, maximum number of Securities to be issued, manner of issue of shares, class or classes of persons to whom allotment is proposed to be made and the Warrant Issue Price.

The Board of Directors at its meeting held on May 19, 2026, have subject to the approval of the Members and such other approvals as may be required, approved the issuance and allotment of upto 1,00,000 [One Lakhs] Equity Shares and upto 1,99,00,000 [One Crore Ninety Nine Lakhs] Warrants, at an issue price of 10.80/-per Equity Share / Warrant (including a premium of INR 0.80/-); at an aggregate consideration not exceeding INR 21,60,00,000 (Indian Rupees Twenty One Crores Sixty Lakhs Only) for cash, on fully diluted basis, by way of a preferential basis to Non Promoter / Non Promoter Group entities.

II. Basis on which the price has been arrived at and justification for the price (including premium, if any);

The Equity Shares of the Company are listed on BSE and NSE. The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and Stock Exchange (viz. BSE) with higher trading volumes for the preceding ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

In case of the frequently traded shares, in terms of Regulation 164(1) of the SEBI ICDR Regulations, 2018, a minimum issue price of the Equity Shares/ Warrants in preferential issues has to be calculated as:

a) the 90 trading days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; or
b) the 10 trading days volume weighted average prices of the related equity shares quoted on a recognized stock exchange preceding the relevant date;

whichever is higher.

In terms of the aforesaid provisions of Regulation 164(1) of the SEBI ICDR Regulations, the minimum price at which the Equity Shares and Warrants may be issued computes to INR 10.80/- per Warrant / Equity Share.

Further, Method of determination of price as per the Articles of Association of the Company is not applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares issued on preferential basis.

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As the proposed allotment could be more than 5% of the post issue fully diluted share capital of the Company, to the allottees, hence in terms of Regulation 166A of SEBI ICDR Regulations, the Company has obtained a valuation report from an independent registered valuer for determining the price of the security. The price determined through Valuation report of Vishnu Khandelwal, Registered Valuer: IBBI/RV/06/2020/13029, ICAIRVO/06/RV-P00221/2019-20 is INR 10.80/- per Warrant / Equity Share.

The report is available on the website of the Company at www.fmn.co.in

In view of the above, the Board of the Company decided to issue these securities to be allotted on preferential basis to the proposed allottees at INR 10.80/- (Indian Rupees Ten and Paisa Eighty) per Equity Share/ Warrant (each Warrant being fully convertible or exchangeable for one fully paid-up equity share of the Company), being not less than the floor price computed in accordance with Chapter V of the SEBI ICDR Regulations.

III. Amount which the company intends to raise by way of such securities.

Aggregate amount of up to INR 21,60,00,000/- (Indian Rupees Twenty-One Crores Sixty Lakhs Only) for cash.

IV. Relevant Date

In accordance with the provision of Chapter V of the SEBI ICDR Regulations, the 'Relevant Date' for the purpose of calculating the minimum price for the Preferential Issue of Equity Shares, Warrants and for the equity shares to be allotted on exercise of the Warrants is May 18, 2026, being the working day which is 30 days prior to the proposed date of shareholders' meeting (EGM) i.e. June 17, 2026.

V. Objects of the Preferential Issue

The Company intends to utilize the proceeds raised through the Preferential Issue ('Issue Proceeds') towards working capital and general corporate purpose as may be decided by the Board from time to time and as may be permissible under applicable laws.

VI. Name and address of valuer who performed valuation.

Name- Mr. Vishnu Khandelwal, Chartered Accountant and Registered Valuer.

Registration Number:

IBBI Registration Number: IBBI/RV/06/2020/13029

ICAI RVO Membership Number: ICAIRVO/06/RV-P00221/2019-20

Address – 96, Arjun Nagar, Behind Dalda Factory, Durgapura, Jaipur 302018.

VII. Principal terms of Assets charged as securities:

There are no assets of the Company charged for the proposed issue.

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VIII. Material terms of raising such securities

a) Full consideration for the Equity Shares shall be payable at the time of allotment of Equity Shares.

b) An amount equivalent to 25% of the Warrant Issue Price (i.e. Warrant Subscription Price) shall be payable against each Warrant at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Issue Price (i.e. Warrant Exercise Price) shall be payable by the Warrant holder(s) against each Warrant at the time of allotment of fully paid up Equity Share, pursuant to exercise of the right attached to Warrant(s) to subscribe to Equity Shares.

c) The consideration for allotment of Equity Shares and Warrants and/or equity shares arising out of exercise of such Warrants, shall be paid to the Company from the bank account of the Proposed Allottees to the designated separate bank account of the Company.

Warrants:

d) No assets of the Company shall be charged for the Warrants so being issued and resultant equity shares of the Company.

e) The conversion of Warrants into equity shares of the Company is to be done, in one or more tranches (as may be decided by the Board of the Company), before the expiry of 18 (eighteen) months from the date of allotment of Warrants in terms of SEBI ICDR Regulations.

f) The Warrants itself, until converted into equity shares, do not give to the Warrant Holder(s) any voting rights in the Company in respect of such Warrants. However, the Warrant holder(s) shall be entitled to all future corporate actions including but not limited to issue of bonus shares, right issue, split or consolidation of shares etc., if any, and the Company shall reserve proportion of such entitlement for the Warrant holder(s). The price of Warrants determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, in terms of Regulation 166 of the SEBI ICDR Regulations. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the Warrants shall continue to be locked-in till the time such amount is paid by the Warrant Holder(s).

g) In the event the Warrant Holder(s) do not exercise Warrants within the warrant exercise period, the Warrants shall lapse, and the amount paid (i.e. Warrant Subscription Price) shall stand forfeited by the Company.

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h) The right attached to the Warrants may be exercised by the Warrant holder(s), in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the Warrants by issuing a written notice ('Conversion Notice') to the Company specifying the number of Warrants proposed to be converted and the date designated as the specified conversion date ('Conversion Date'). The Company shall accordingly, without any further approval from the Members, allot the corresponding number of equity shares in dematerialized form on the Conversion Date mentioned in the Conversion Notice, subject to receipt of the Warrant Exercise Price by the Warrant holder(s) to the designated bank account of the Company.

i) Upon exercise of the option to convert the Warrants within the tenure specified above, the Company shall ensure that the allotment of equity shares pursuant to exercise of the Warrants is completed within 15 days from the date of such exercise by the allottee of such warrants.

Allotment:

j) Equity Shares and Warrants shall be issued and allotted by the Company only in dematerialized form within a period of 15 days from the date of passing a Special Resolution by the Members, provided that where the issue and allotment of said Equity Shares and Warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or regulatory authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or permission or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or regulatory authorities etc.

k) The Equity Shares to be issued now and the equity shares to be allotted on exercise of the Warrants, shall be in dematerialized form. Further, the equity shares to be allotted on exercise of the Warrants shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

l) The Equity Shares to be issued now and the equity shares to be allotted pursuant to exercise of Warrants shall be listed and traded on BSE and NSE subject to receipt of requisite permission(s), sanction(s) and approval(s).

m) Appropriate approvals is being sought from the Members of the Company by way of special resolution under Section 23(1)(b), 42 and 62(1)(c) of the Act and Regulation 160 of SEBI ICDR Regulations by way of special resolution through Extra Ordinary General Meeting.

IX. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable

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X. The intent of the Promoters, Directors or Key Management Personnel or Senior Management of the issuer to subscribe to the offer:

None of the Promoters, Directors or Key Management Personnel or Senior Management of the issuer intend to subscribe to the offer.

XI. Identity of the natural persons who are the ultimate beneficial owners of the shares/ warrants proposed to be allotted and/or who ultimately control the proposed allottees:

S.No	Name of the proposed Allottee	Category (Pre-Issue)	Name of the Ultimate beneficial owner	Pre Issue Holding		Number of Equity Shares proposed to be allotted	Post Issue Holding [Refer Note (a)]
				Number of Equity Shares	% of Holding		No of Equity Shares	% of Holding
1	Westfield Hygiene Private Limited	Public	Vikas Khushal Pincha
Barkha Vikas Pincha	---	---	1,00,000	1,99,00,000	2,00,00,000	18.17

Notes:

a) The Company also proposes to issue 1,99,00,000 (One Crore Ninety-Nine lakhs) Warrants to Westfield Hygiene Private Limited as a part of this preferential offer, however, owing to conversion of such Warrants being conditional upon receipt of 75% of the balance warrant subscription price and the tenure for such conversion being maximum 18 months from the date of allotment of Warrants. The above post-issue holding percentage is calculated on fully diluted basis assuming that all outstanding Warrants will be converted into equity shares.

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FUTURE MARKET NETWORKS catalysing consumption

CIN: L45400MH2008PLC179914

XII. The Shareholding Pattern of the issuer before and after the preferential issue.

Sl. No.	Category of Shareholder	Pre-issue (Equity Shares)				Post-issue (Equity Shares)
		Refer note (a) and (b) below				Refer note (b) below
		No. of Equity shares	% of share-holding	No. of Equity shares (diluted)	% of share-holding (diluted)	No. of Equity shares	% of share-holding
A	Promoters Shareholding:
1	Indian:
	Individual	541	0.00	541	0.00	541	0.00
	Bodies corporates	4,35,82,869	68.48	5,00,82,869	55.62	5,00,82,869	45.51
2	Foreign	0	0.00	0	0.00	0	0.00
	Sub-total (A)	4,35,83,410	68.48	5,00,83,410	55.62	5,00,83,410	45.51
B	Public
1	Institutional investors	0	0.00	0	0.00	0	0.00
	Domestic	32	0.00	32	0.00	32	0.00
	Foreign	0	0.00	0	0.00	0	0.00
2	Government Holding	0	0.00	0	0.00	0	0.00
3	Non-institution:
	Individuals (including NRI and Directors and their relatives (excluding Independent Directors and nominee Directors)	1,85,76,963	29.19	1,85,76,963	20.63	1,85,76,963	16.88
	Investor Education and Protection Fund	0	0.00	0	0.00	0	0.00
	Body Corporate	9,33,375	1.47	2,08,33,375	23.14	4,08,33,375	37.11
	Others	5,50,601	0.87	5,50,601	0.61	5,50,601	0.50
	Sub-total (B)	2,00,60,971	31.52	3,99,60,971	44.38	3,99,60,971	54.49
C	Non-Promoter Non Public
	Sub-total (C)	0	0.00	0	0.00	0	0.00
Total (A + B + C)		6,36,44,381	100.00	9,00,44,381	100.00	11,00,44,381	100.00

Notes:

a) Pre issue shareholding reflects shareholding of the Company as on quarter ending March 31, 2026.

b) The Warrants provide right to Westfield Hygiene Private Limited to receive equity shares of the Issuer Company anytime within a period of 18 months from the date of issuance of Warrants only on payment of balance 75% consideration. The above Post-issue Holding percentage is calculated on fully diluted basis assuming that all Warrants (including outstanding warrants, details given below) will be converted into equity shares.

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FUTURE MARKET NETWORKS catalysing consumption

CIN: L45400MH2008PLC179914

In terms of the approval granted by the Members at the Extraordinary General Meeting held on October 29, 2024 and in principle approval granted by BSE Limited and National Stock Exchange of India Limited vide their letters dated December 09, 2024, the Company issued 1,99,00,000 convertible warrants to Jurox Enterprises Private Limited(Non-Promoter Entity) and 95,00,000 convertible warrants to Surplus Finvest Private Limited (Promoter Group). As on the date of this Notice, convertible warrants allotted to Jurox Enterprises Private Limited remain outstanding for conversion and 65,00,000 convertible warrants allotted to Surplus Finvest Private Limited remain outstanding for conversion. The said warrants can be converted into Equity shares on or before July 17, 2026.

XIII. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter:

S.No	Name of the Proposed Allottee	Current Category	Status post Preferential Issue
1.	Westfield Hygiene Private Limited	Not Applicable	Public

XIV. Proposed time limit within which the allotment shall be completed:

In terms of SEBI ICDR Regulations, the preferential allotment of said Equity Shares and Warrants will be completed within a period of 15 (fifteen) days from the date of passing of special resolution. Provided that where the allotment is pending on account of pendency of any application for approval or permission by any regulatory authority, if applicable, the allotment would be completed within 15 (fifteen) days from the date of such approval or within such further period as may be prescribed or allowed by SEBI, Stock exchange(s) or other concerned authorities. Upon exercise of the option to convert the Warrants within the tenure specified, the Company shall ensure that the allotment of equity shares pursuant to exercise of the Warrants is completed within 15 days from the date of such exercise by the allottee(s) of such warrants.

XV. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

None. [during the year is considered as financial year]

XVI. Lock-in Period:

a) The Equity Shares and Warrants to be allotted shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations.

b) The Resulting equity shares shall be locked in as per the applicable provisions of the SEBI ICDR Regulations.

c) The entire pre-preferential allotment shareholding, if any, of the Proposed Allottees, shall be locked-in as per Chapter V of the SEBI ICDR Regulations.

XVII. Pending Preferential Issue

Presently there has been no preferential issue pending or in process except as proposed in this notice.

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FUTURE MARKET NETWORKS catalysing consumption

CIN: L45400MH2008PLC179914

XVIII. Payment of Consideration:

In terms of the provisions of Regulation 169(2) of the SEBI ICDR Regulations, full consideration for issue of Equity Shares shall be paid at the time of allotment and an amount equivalent to 25% (twenty five percent) of the Warrant Issue Price (i.e. INR 5,37,30,000/- (Indian Rupees Five Crore Thirty Seven Lakhs Thirty Thousand Only) i.e INR 2.70 per Warrant) for each of the Convertible Warrants will be payable at the time of subscription to the Warrants., The Warrant Exercise Price equivalent to the 75% of the Warrant Issue Price (i.e. INR 16,11,90,000/- (Indian Rupees Sixteen Crores Eleven Lakhs Ninety Thousand Only) i.e INR 8.10 per Warrant) shall be, at the option of the allottee, payable by the Proposed Allottee(s) at the time of exercising the convertible Warrant. In case the Warrant holder do not apply for the conversion of the outstanding Convertible Warrants into equity shares of the Company within 18 (eighteen) months from the date of allotment of the Convertible Warrants, then the consideration paid upon each of the said outstanding Convertible Warrants shall be forfeited and all the rights attached to the Warrants shall lapse automatically.

XIX. Undertakings

The Company is eligible to make the Preferential Issue to the Proposed Allottee under Chapter V of the SEBI ICDR Regulations.
As the equity shares have been listed on a recognized Stock Exchange(s) for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. However, in accordance with Regulation 163(1)(g) of SEBI ICDR Regulations, the Company undertakes to re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so. Further, as per Regulation 163(1)(h) of SEBI ICDR Regulations, if the amount payable on account of the re-computation of price is not paid within the time stipulated, the specified securities shall continue to be locked-in till the time such amount is paid by the allottee.
Further, the Company shall re-compute the price of the proposed securities in terms of the provision of Regulation 166 of the ICDR Regulations or any other applicable laws, where it is required to do so.
The Company is and post preferential issue, would be in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange, where the equity shares of the issuer are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by SEBI.
The equity shares held by the proposed allottee, as applicable, in the Company are in dematerialized form only;
The proposed allottee has not sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.
The Company has obtained the Permanent Account Number of the Proposed Allottee.
None of the Company's Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations;

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CIN: L45400MH2008PLC179914

XX. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or fraudulent borrower.

None of the Company, its directors or Promoters are categorized as wilful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India. Consequently, the disclosure required under Regulation 163(1)(i) is not applicable.

XXI. Practicing Company Secretary's Certificate:

The certificate from M/s. Alwyn D'Souza, a Practicing Company Secretary (PCS No.5137 - Membership No. 5559) of M/s. Alwyn D'Souza & Company, Company Secretaries, certifying that the preferential issue of Equity shares & Warrants is being made in accordance with requirements of Chapter V of SEBI ICDR Regulations, has been obtained considering the said preferential issue. The copy of said certificate may be accessed on the Company's website i.e. https://www.fmn.co.in/investor-relations/corporate-realignment.html. The same shall also be available for inspection by the Members in terms of applicable provisions.

XXII. Dues toward SEBI, Stock Exchange(s) or Depositories:

There are no outstanding dues of the Company payable to SEBI, Stock Exchanges or Depositories

XXIII. Change in control, if any, upon preferential issue:

Consequent to the proposed preferential issue of Equity Shares and Warrants/ Resulting Equity Shares, there shall not be any change in control or change in management of the Company. The preferential issue shall not attract an obligation to make an open offer for shares of the Company under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011.

However, the percentage of shareholding and voting rights exercised by the Members of the Company will change in accordance with the change in the shareholding pattern, pursuant to the preferential Allotment.

XXIV. Listing

The Company will make an application to the Stock Exchanges on which the existing Equity Shares are listed, for listing the Equity Shares proposed to be issued by the Company through this preferential allotment (and on conversion of warrants into equity shares). Such Equity Shares, once allotted, shall rank pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

XXV. Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution

The above preferential allotment is proposed for Non-Promoter (Public Category).

None of the Directors/ Key Managerial Personnel of the Company/ their relatives is/ are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item no. 1 of this Notice.

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FUTURE MARKET NETWORKS
catalysing consumption
CIN: L45400MH2008PLC179914

In accordance with the provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI ICDR Regulations, approval of the Members for issue and allotment of the Equity Shares and Warrants to persons belonging to the Non-Promoter Category, is being sought by way of a 'Special Resolution' as set out in the said item no. 1 of the Notice.

By the Order of the Board
For Future Market Networks Limited

Sd/-

Date: May 22, 2026
Place: Mumbai

Anil Cherian
Head – Legal and Company Secretary

Registered Office:
Knowledge House, Shyam Nagar,
Off Jogeshwari-Vikhroli Link Road,
Jogeshwari (E), Mumbai - 400 060

CIN: L45400MH2008PLC179914
[email protected]

Page 28 of 28

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Future Market Networks Limited Proxy Solicitation & Information Statement 2026

61128_rns_2026-05-22_b85b8ca7-782d-40d9-8e57-ed967caa054c.pdf

FUTURE MARKET NETWORKS LIMITED

NOTICE

Special Business:

Notes:

Step 1: Access to NSDL E-voting system

VIII. Material terms of raising such securities

Warrants:

XVIII. Payment of Consideration:

XIX. Undertakings

AI assistant

Future Market Networks Limited — Proxy Solicitation & Information Statement 2026

61128_rns_2026-05-22_b85b8ca7-782d-40d9-8e57-ed967caa054c.pdf

FUTURE MARKET NETWORKS LIMITED

NOTICE

Special Business:

Notes:

Step 1: Access to NSDL E-voting system

VIII. Material terms of raising such securities

Warrants:

XVIII. Payment of Consideration:

XIX. Undertakings

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Future Market Networks Limited Proxy Solicitation & Information Statement 2026