Man Industries (India) Ltd — Proxy Solicitation & Information Statement 2025

Jun 18, 2025

June 18, 2025

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To, BSE Limited 1[st] Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

To, National Stock Exchange of India Ltd. Exchange Plaza, 5[th] Floor, Plot No. C/1, G block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Dear Sir/Madam,

Sub: Corrigendum I to the Notice of the Extra-Ordinary General Meeting (“EGM”) of Man Industries (India) Limited.

This is in furtherance to our letter dated June 3, 2025, wherein the Company had informed regarding the Extraordinary General Meeting (“EGM”) of the shareholders of Man Industries (India) Limited which is scheduled to be held on Wednesday, June 25, 2025 at 3:00 P.M. (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”).

The Notice of EGM dated May 31, 2025, was sent to all the shareholders of the Company on June 3, 2025, in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”).

This Corrigendum I to the Notice of the EGM shall form an integral part of the Notice of EGM dated May 31, 2025, which has already been circulated to shareholders of the Company and on and from the date hereof, the Notice of the EGM shall always be read in conjunction with Corrigendum I. This Corrigendum I will also be made available on website of both the Stock Exchanges i.e. BSE and NSE and on the website of the Company (www.mangroup.com).

All other contents of the Notice of EGM, save and except as modified or supplemented by the Corrigendum I, shall remain unchanged.

The Corrigendum I to the Notice of the EGM is attached herewith.

This is for your kind information and record.

Thanking you,

Yours faithfully,

For Man Industries (India) Limited

RAHUL RAWAT Digitally signed by RAHUL RAWAT DN: c=IN, o=PERSONAL, title=1622, pseudonym=e4b6518fe7dc44a0911d150ecfb959cc, 2.5.4.20=216e92f8d2ebdcd9153c260b05914c88a0946cd6e2afadfd628cada290dd9c0a, postalCode=400097, st=Maharashtra, serialNumber=f23f71ba0358ce2aab8902b830555590e402426abdf21f834347a7b85dd4fccc, cn=RAHUL RAWAT Date: 2025.06.18 18:36:54 +05'30' Rahul Rawat Company Secretary

Encl: As Above

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MAN INDUSTRIES (INDIA) LIMITED CIN No: L99999MH1988PLC047408

Registered Office : Man House, 101, S.V. Road, Opp. Pawan Hans Vile Parle (West), Mumbai – 400 056. Tel.: (022) 6647 7500 Email : cs@maninds.org Website : www.mangroup.com

CORRIGENDUM I TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING

This Corrigendum I is being issued by M/s. Man Industries (India) Limited (“Company”) for convening an Extra-Ordinary General Meeting of the Members of the Company (“EGM”) on Wednesday, June 25, 2025 at 03:00 P.M. (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”). This Corrigendum I is to be read in conjunction with the EGM Notice dated May 31, 2025 as available on the websites of the Company, National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). The Notice of the EGM was dispatched to all the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India and all other applicable provisions.

This Corrigendum I is being issued to give notice to amend/ provide additional details as mentioned herein and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and the Guidance Note No. NSE/CML/2022/56 dated 13[th] December, 2022 issued by NSE.

1. In the Explanatory Statement of the said Notice of EGM, point A. of Item no. 2 at page no. 19 of the Notice of EGM shall be amended and to be read as under:

Objects of the Preferential issue:

The Company shall utilise the proceeds of the Preferential Issue of Warrants in the following manner:

Nature of Utilisation	Amount (Rs.)	Tentative timeline for utilisation (after receipt of consideration)
Meeting Working Capital Requirements#	35,00,00,000/-	Within 18 months
General Corporate Purposes*	4,99,99,936/-	Within 18 months
Total	39,99,99,936/-

# As the business continues to grow, the funds will be utilized to support and sustain this growth trajectory.

This includes meeting the increasing working capital requirements, scaling up operations, and ensuring timely execution of existing order book, thereby enabling the Company to fulfil current commitments and seize new business opportunities.

• Not more than 25% of the consideration received for the allotment of Equity Shares shall be utilised for general corporate purposes.

In terms of NSE notice no. NSE/CML/2022/56 and BSE notice no. 20221213-47, dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon future circumstances, as the objects are based on the Management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Net Proceeds at the discretion of the Board, subject to compliance with applicable laws.

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The Board of Directors / Committee can invest the unutilized proceeds from the preferential issue lying in the monitoring account till the time not used for the purpose mentioned in the Notice at their discretion in compliance with the applicable laws. Further, General Corporate Purpose shall be inter alia utilized for the purpose of making payment / adjustment towards expenses incurred by the Company on conducting Extra-Ordinary General Meeting, fees to advisors, processing fees to stock exchanges or deposits in scheduled commercial banks as may be determined by the Board of Directors/ Committee as permitted under applicable laws.

Interim Use of Issue Proceeds

Pending complete utilization of the Issue Proceeds for the Objects described above, our Company intends to, inter alia, invest the Issue Proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks, securities issued by government of India or any other investments as permitted under applicable laws.

1. In the Explanatory statement of the said Notice of EGM, point B of Item no. 2 at page no. 19 to be read as under:

Maximum number of specified securities to be issued:

The Board of Directors in its meeting held on May 31, 2025 had approved the issue of Warrants and accordingly proposes to issue and allot in aggregate up to 12,19,512 (Twelve Lakhs Nineteen Thousand Five Hundred Twelve) Convertible Warrants to be converted into 12,19,512 (Twelve Lakhs Nineteen Thousand Five Hundred Twelve) Equity Shares of Rs.5/- (Rupees Five only) each to Promoter Group on a preferential basis in compliance with applicable provisions of SEBI (ICDR) Regulations, 2018.

1. In the Explanatory statement of the said Notice of EGM, point S of Item no. 2 at page no. 23 to be read as under:

Certificate from Practicing Company Secretaries:

A certificate from Mr. Mayank Arora, Practicing Company Secretary certifying that the issue of Convertible Share Warrants & Equity Shares on preferential basis is being made in accordance with requirements of Chapter V of the SEBI (ICDR) Regulations, 2018 shall be available for inspection at the Registered office of the Company on all working days (excluding Saturdays and Sundays) during 10:00 A.M. to 5:00 P.M. up to the date of Extra Ordinary General Meeting and all also be available during the Extraordinary General Meeting.

The said Certificate is uploaded on the Investor Relations page on the website of the Company i.e. https://mangroup.com/wp-content/uploads/2025/06/Certificate-from-PCS-under-Reg 1632_02.06.2025.pdf

1. In the Explanatory statement of the said Notice of EGM, point Q of Item no. 2 at page no. 23 to be read as under:

No. 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:

During the Financial Year 2025-26, the Company has made allotment of 25,00,000 (Twenty-Five Lakhs) Equity Shares of the Company pursuant to conversion of Warrants into Equity Shares to Man Finance Private Limited on May 28, 2025.

1. In the Explanatory statement of the said Notice of EGM, point R of Item no. 2 at page no. 23 to be read as under:

The Warrants and Shares to be issued upon conversion shall be subject to Lock-in as provided under the provisions of SEBI (ICDR) Regulations, 2018. The entire pre preferential shareholding of the above allottee, if any, shall be locked in from the relevant date up to the period of 90 trading days from the date of allotment of such securities as per Regulation 167 of the SEBI (ICDR) Regulations, 2018.

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1. In the Explanatory statement of the said Notice of EGM, point T of Item no. 2 at page no. 23 to be read as under:

Except Mr. Rameshchandra Mansukhani and Mr. Nikhil Mansukhani, 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.2 of this Notice except to the extent of their shareholding in the Company.

1. In the Explanatory statement of the said Notice of EGM, point W.i. of Item no. 2 at page no. 24 to be read as under:

During the Financial Year 2025-26, the Company has made allotment of 25,00,000 (Twenty-Five Lakhs) Equity Shares of the Company pursuant to conversion of Warrants into Equity Shares to Man Finance Private Limited on May 28, 2025.

1. In the Explanatory statement of the said Notice of EGM, point A of Item no. 3 at page no. 26 to be read as under:

The Company shall utilise the proceeds of the Preferential Issue of Equity Shares in the following manner:

Nature of Utilisation	Amount (Rs.)	Tentative timeline for utilisation (after receipt of consideration)
Capex and Expansion of Business#	129,99,98,808.00	18 months
Meeting Working Capital Requirements$	103,99,99,046.00	18 months
General Corporate Purposes*	25,99,99,762.00	18 months
Total	259,99,97,616.00

# The Company is coming up with business expansion projects/acquisitions in Saudi Arabia and Jammu and Kashmir through its Wholly Owned Subsidiaries. The amount of Rs.129,99,98,808/- will be utilised for financing the capital expenditure of the Company for future expansion of existing products and of stainless-steel pipes/tubes or acquisition of manufacturing facilities in India or abroad as may be decided by the Board within the tentative timeline for utilisation.

$As the business continues to grow, the funds will be utilized to support and sustain this growth trajectory.

This includes meeting the increasing working capital requirements, scaling up operations, and ensuring timely execution of existing order book, thereby enabling the Company to fulfil current commitments and seize new business opportunities.

• Not more than 25% of the consideration received for the allotment of Equity Shares shall be utilised for general corporate purposes.

In terms of NSE notice no. NSE/CML/2022/56 and BSE notice no. 20221213-47, dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon future circumstances, as the objects are based on the Management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Net Proceeds at the discretion of the Board, subject to compliance with applicable laws.

The Board of Directors / Committee can invest the unutilized proceeds from the preferential issue lying in the monitoring account till the time not used for the purpose mentioned in the Notice at their discretion in compliance with the applicable laws. Further, General Corporate Purpose shall be inter alia utilized for the purpose of making payment / adjustment towards expenses incurred by the Company

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on conducting Extra-Ordinary General Meeting, fees to advisors, processing fees to stock exchanges or deposits in scheduled commercial banks as may be determined by the Board of Directors/Committee as permitted under applicable laws.

Interim Use of Issue Proceeds

Pending complete utilization of the Issue Proceeds for the Objects described above, our Company intends to, inter-alia, invest the Issue Proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks, securities issued by government of India or any other investments as permitted under applicable laws.

Monitoring of utilisation of funds:

• a) Given that the issue size exceeds Rs. 100 Crores (Rupees One Hundred Crores), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company has appointed CRISIL Ratings Limited, a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue (“Monitoring Agency”).

• b) The Monitoring Agency shall submit its report to the Company in the format specified in Schedule XI of the SEBI ICDR Regulations on a quarterly basis, till 100% (One Hundred Percent) of the Issue Proceeds have been utilized. The Board and the Management of the Company shall provide their comments on the findings of the Monitoring Agency in the format as specified in Schedule XI of the SEBI ICDR Regulations. The Company shall, within 45 (forty-five) days from the end of each quarter, upload the report of the Monitoring Agency on its website and also submit the same to the Stock Exchanges.

• In the Explanatory statement of the said Notice of EGM, point H of Item no. 3 at page no. 31 and 32, the Ultimate Beneficial Owner of the proposed Allottee for Sr. No.12 be read as Bijay Kumar Agarwal and Niru Agarwal and the Ultimate Beneficial Owner of the proposed Allottee for Sr. No.21 be read as Zarah Malik, Farah Malik, Zia Malik,Sabina Malik and Alisha Malik.

• In the Explanatory statement of the said Notice of EGM, point M of Item no. 3 at page no. 33 to be read as under:

The Equity Shares of the Company are listed and the Equity Shares of the Company are frequently traded on Stock Exchanges, viz., BSE Limited (“BSE”) and National Stock Exchange of India Limited (‘NSE’) in accordance with SEBI (ICDR) Regulations, 2018 and NSE, being the Stock Exchange 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, 2018.

In case of the frequently traded shares, as per Regulation 164(1) of the SEBI (ICDR) Regulations, 2018, a minimum issue price of the Equity Shares 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.

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.

As the proposed allotment is not resulting in a change in control or allotment of more 5% of the post issue fully diluted share capital of the Company, to an allottee or to allottees acting in concert. Hence, Regulation 166A of SEBI (ICDR) Regulations, 2018 is not applicable on the Company which requires a valuation report from an independent registered valuer for determining the price.

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The Board of Directors of the Company decided to issue these securities to be allotted on preferential basis to the proposed allottees at Rs.328/- (Rupees Three Hundred Twenty-Eight only) per security being not less than the floor price computed in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018.

1. In the Explanatory statement of the said Notice of EGM, point X of Item no. 2 & point W of Item No. 3 be added as under:

Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provisions of these regulations where it is required to do so and undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked in till the time such amount is paid by the allottees:

As the equity shares have been listed for a period of more than 90 trading day(s) as on the Relevant Date, the provisions of Regulation 164(3) of the ICDR Regulations governing re-computation of the price of shares shall not be applicable and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations. Further, the Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended, (“SCRR”) and Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

If the Company is required to re-compute the price then it shall undertake such re-computation and if the amount payable on account of the re-computation of price is not paid by the Proposed Allottees within the time stipulated in the SEBI ICDR Regulations, the Equity shares and Warrants proposed to be issued pursuant to this resolution would be continued to be locked in till such time.

1. In the Explanatory statement of the said Notice of EGM, point Q of Item no. 3 be read as under:

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:

During the Financial Year 2025-26, the Company has made allotment of 25,00,000 (Twenty-Five Lakhs) Equity Shares of the Company pursuant to conversion of Warrants into Equity Shares to Man Finance Private Limited on May 28, 2025.

This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice dated May 31, 2025, which has already been circulated to the Shareholders of the Company and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also available on website of both the stock exchanges i.e. BSE and NSE and on the website of the Company at Website: www.mangroup.com.

All other contents of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

Place: Mumbai Date: June 18, 2025

By Order of the Board of Directors

Regd. Office: ‘MAN HOUSE’ 101, S.V. Road, Opp. Pawan Hans, Vile Parle (West), Mumbai - 400 056.

Sd/ Rahul Rawat Company Secretary

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