MFS Intercorp Limited - Capital/Financing Update 2026

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CORRIGENDUM AND ADDENDUM

TO THE POSTAL BALLOT NOTICE DATED 29.01.2026

Members are hereby informed that this Corrigendum (“Corrigendum”) is being issued in continuation of and should be read in conjunction with the Postal Ballot Notice dated 29.01.2026 (“Original Notice”) issued by the Company seeking approval of the Members for issuance of warrants convertible into equity shares on preferential basis pursuant to Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”).

This Corrigendum is being issued pursuant to discussions with BSE Limited and in order to ensure strict compliance with Regulation 161 and other applicable provisions of the SEBI ICDR Regulations, 2018.

1. Revision in Relevant Date

In terms of Regulation 161(a) of the SEBI ICDR Regulations, the “Relevant Date” for determination of the floor price in case of preferential issue is the date thirty (30) days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue.

Accordingly, since the last date of remote e-voting for the Postal Ballot is 01 March 2026 , the Relevant Date shall be 30 January 2026 . The Relevant Date of 27 September 2024 mentioned in the Original Notice stands substituted by 30 January 2026.

2. Revision in Issue Price (Pursuant to Regulation 164)

Consequent to the change in Relevant Date, the floor price has been re-computed in accordance with Regulation 164 of the SEBI ICDR Regulations based on:

90 trading days’ VWAP preceding 30 January 2026 – ₹14.89
10 trading days’ VWAP preceding 30 January 2026 – ₹14.10

Accordingly, the revised issue price has been determined at: ₹15.00 (Rupees Fifteen Only) per Equity Share. The Issue Price mentioned in the Original Notice stands replaced by the above.

3. Revised Issue Size

Consequent to the revised issue price, the aggregate amount proposed to be raised through the preferential issue shall be: ₹15,22,50,000/- (Rupees Fifteen Crore Twenty-Two Lakh Fifty Thousand Only). All references to issue size in the Original Notice shall stand modified accordingly.

4. Disclosure of Pre-Issue Shareholding of Proposed Allottee

It is hereby disclosed that Ms. Charmi Nayak, one of the proposed allottees, has acquired 27,000 equity shares of the Company during the period. This disclosure is being made in accordance with Regulation 163 of the SEBI ICDR Regulations.

5. Objects of the Issue

Consequent to the revision in the Issue Price to ₹15.00 per Equity Share, the total issue size stands revised as stated hereinabove.

The Company hereby clarifies that the additional amount arising on account of such revision in the Issue Price, over and above the amount originally proposed in the Postal Ballot Notice, shall be utilised towards the working capital requirements of the Company.

All other objects of the issue as stated in the Original Notice remain unchanged.

CIN: L27209DL1986PLC254555

E-mail: [email protected], www.mfsintercorpltd.com Registered Office: Office No.5, 1st Floor BLK B, PKT 3, Se 34, Rohini, New Delhi 110042 Corporate Office: 109 First Floor, Arista, Bodakdev, Ahmedabad, Gujarat, India, 380054

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6. Updated Compliance Documents

Pursuant to the change in Relevant Date, the following documents have been updated:  Fresh Valuation Report: https://www.mfsintercorpltd.com/Images/InvestorDocument/Fund%20Raising/Signed%20Valuation%20repo rt-%20MFS%20Intercorp%2030.01.2026.pdf  Fresh Compliance Certificate under Regulation 163(2): https://www.mfsintercorpltd.com/Images/InvestorDocument/Fund%20Raising/Compliance%20Certificate%2 0163.pdf  Revised Pricing Computation Certificate: https://www.mfsintercorpltd.com/Images/InvestorDocument/Fund%20Raising/ANNEXURE%20V.pdf

The same shall be available for inspection in electronic mode.

7. No Change in Control

The corrections and modifications proposed in this Corrigendum:
Do not result in any change in management control;
Do not change the identity of the proposed allottees;
Do not alter the nature of the transaction;
Are being carried out solely to align the disclosures with applicable regulatory provisions.

8. E-Voting Revision

We would like to inform all those members, who have already casted their votes in the ongoing postal ballot i.e. after the start of e-Voting towards the postal ballot but prior to receiving this Corrigendum to postal ballot dated 16.02.2026, and if they wish to modify their votes in light of the information provided in the Corrigendum, they can do so by writing an email to the scrutinizer at the following email address [email protected] on or before 5.00 P.M. (IST) on March 01, 2026. The scrutinizer will ensure that any modifications to the votes are duly recorded and taken into consideration. The corrections/ rectifications proposed in this Corrigendum is in no way resulting in the change in management control. This Corrigendum should be read in continuation of and in conjunction with the Postal Ballot notice dated January 29, 2026.

9. Updation of Pre and Post Shareholding Pattern

Pre-Shareholding Pattern read as on 31.12.2025.

The shareholding pattern has been updated accordingly and reflects position as on 31 December 2025 in point no. j) of Postal Ballot Notice.

10. Confirmation

Except as specifically modified by this Corrigendum:

All other terms and conditions of the Original Notice remain unchanged.
This Corrigendum forms an integral part of the Original Notice.
Members are requested to read the Original Notice along with this Corrigendum.
Updated Notice of Postal Ballot with respect to this Corrigendum attached.

By Order of the Board For MFS Intercorp Limited

Kiran B Digitally signed by Kiran B Vishwakar Vishwakarma Kiran Vishwakarma Date: 2026.02.16 Director ma 17:54:57 +05'30' DIN: 10526319 Date:16.02.2026 Place: Ahmedabad

CIN: L27209DL1986PLC254555

E-mail: [email protected], www.mfsintercorpltd.com

Registered Office: Office No.5, 1st Floor BLK B, PKT 3, Se 34, Rohini, New Delhi 110042 Corporate Office: 109 First Floor, Arista, Bodakdev, Ahmedabad, Gujarat, India, 380054

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REVISED /UPDATED NOTICE OF POSTAL BALLOT IN LINE WITH CORRIGENDUME ISSUED DATED 16.02.2026

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies

(Management and Administration) Rules, 2014]

Dear Member(s),

Pursuant to the provisions of Section 110 of the Companies Act, 2013 (the “Act”) read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 read with other relevant circulars, if any, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with applicable circulars under the Listing Regulations, Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time], MFS Intercorp Limited (the “Company”) hereby seeks your approval by way of Ordinary and /or Special Resolution through remote e-voting (“e-voting”) in respect of following special business item.

Detailed explanatory statement setting out the material facts pertaining to the resolution and instructions for e-voting is annexed to this Postal Ballot Notice (“the Notice”).

SPECIAL BUSINESSES:

RESOLUTION NO. 1

INCREASE IN THE AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF MEMORANDUM OF ASSOCIATION

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

“RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64 and all other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), and in accordance with the provisions of the Memorandum and

CIN: L27209DL1986PLC254555

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Articles of Association of the Company , and subject to such approvals as may be required from the statutory authorities, the consent of the members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from ₹5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ₹10/- (Rupees Ten Only) each to ₹15,10,00,000/- (Rupees Fifteen Crores Ten Lakh Only) divided into 1,51,00,000 (One Crore Fifty One Lakhs) Equity Shares of ₹10/- (Rupees Ten Only) each.

RESOLVED FURTHER THAT this resolution shall be in supersession of all earlier resolutions passed by the members of the Company in connection with the increase of Authorised Share Capital, to the extent they are inconsistent with this resolution.

RESOLVED FURTHER THAT pursuant to the aforesaid increase in the Authorised Share Capital of the Company, Clause V of the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V with the following:

“V. The Authorised Share Capital of the Company is ₹15,10,00,000/- (Rupees Fifteen Crores Ten Lakh Only) divided into 1,51,00,000 (One Crore Fifty-One Lakhs) Equity Shares of ₹10/- (Rupees Ten Only) each.”

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, any Director or Key Managerial Personnel of the Company be and is hereby severally authorised to do all such acts, deeds, matters and things, including filing of necessary forms with the Registrar of Companies, payment of applicable fees, and execution of all such documents as may be necessary or expedient.”

RESOLUTION NO. 2

ISSUANCE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS AND MATTERS RELATED THEREWITH - FRESH SHAREHOLDERS’ APPROVAL

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

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) read with Rule 13(2)(f) of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Companies Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under (including any statutory modification(s) thereto or reenactment thereof for the time being in force), enabling provisions of Memorandum of Association and Articles of Association of the Company, provisions of the uniform listing agreement entered into by the Company with

CIN: L27209DL1986PLC254555

E-mail: [email protected], www.mfsintercorpltd.com

Registered Office: Office No.5, 1st Floor BLK B, PKT 3, Se 34, Rohini, New Delhi 110042 Corporate Office: 109 First Floor, Arista, Bodakdev, Ahmedabad, Gujarat, India, 380054

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the relevant stock exchange(s) where the shares of the Company are listed (“Stock Exchange(s)”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”), as amended including the SEBI (Issue of Capital And Disclosure Requirements) Regulations, 2018, as amended, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Government of India and subject to the approvals, consents, permissions and/ or actions, as may be required from any other relevant statutory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or, modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed by the board of directors of the Company (hereinafter referred to as the “Board” which terms shall be deemed to include any committee duly constituted by the Board or any committee, which the Board may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and are hereby accorded to create, issue, offer and allot, on a preferential basis, up to 1,01,50,000 (One Crore One Lakh Fifty Thousand) Convertible Warrants (“Warrants”), at a price ₹15.00/- (Fifteen Only) per Warrant, each convertible into, or exchangeable for, One (01) fully paid-up equity share of the Company having face value of ₹ 10/- (Rupees Ten Only) each (“The Equity Shares”) at a premium of Rs.5/- (Five Only) per share to persons / entities (Proposed allotees) on a preferential basis, for cash and in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and/or other applicable Laws and on such terms and conditions as the board may, in its absolute discretion think fit and without requiring any further approval or consent from the members, to the below-mentioned Proposed Equity Allottees in the manner as follows:

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Name No. of Category of the Pre- Post holding
Shares Proposed Allottes holding
Proposed
to
Sr. Be issue
No.
1 Bhut Yash Lalitkumar 16,00,000 Non – Promoter Category 28,421 16,28,421
2 Narnavre Rutik 16,00,000 Non – Promoter Category 35,044 16,35,044
3 Panchal Jainil 16,00,000 Non – Promoter Category 38,186 16,38,186
4 Trivedi Ishit Hiren 12,00,000 Non – Promoter Category 0 12,00,000
5 Ms. Bhalani Grishma 12,00,000 Non – Promoter Category 9 12,00,009
6 Charmi Jayesh Nayak 12,00,000 Non – Promoter Category 27,000 12,27,000
7 Shah Vidit Sufalbhai 16,00,000 Non – Promoter Category 44,948 16,44,948
8 Mistry Parulben Riteshbhai 1,50,000 Non – Promoter Category 0 1,50,000
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CIN: L27209DL1986PLC254555 E-mail: [email protected], www.mfsintercorpltd.com Registered Office: Office No.5, 1st Floor BLK B, PKT 3, Se 34, Rohini, New Delhi 110042 Corporate Office: 109 First Floor, Arista, Bodakdev, Ahmedabad, Gujarat, India, 380054

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RESOLVED FURTHER THAT this Special Resolution is being passed as a fresh approval pursuant to Rule 13(2)(f) due to expiry of the earlier shareholders’ approval and shall be valid for a period of 12 (twelve) months from the date of its passing for the purpose of allotment of the said Warrants.

“RESOLVED FURTHER THAT without prejudice to the generality of the above, the Warrants issued shall be subject to the following terms and conditions:

In accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, 25% (Twenty-Five Per Cent) of the Warrant Issue Price, shall be paid by the Warrant Holders to the Company on or before allotment of the Warrants and the balance consideration i.e., 75% (Seventy-Five Per Cent) of the Warrant Issue Price shall be paid in one or more trench before exercise of option to apply for fully paid –up Equity shares of ₹10/- each of the Company, against each such Warrant held by the Warrant Holder.
The Warrant Holders shall be entitled to exercise his/her option to convert any or all of the warrants into equity shares of the Company in one or more tranches after giving a written notice to the Company, specifying the number of warrants proposed to be exercised along with the aggregate Warrant Exercise Price payable thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion. The Company shall accordingly, issue and allot the corresponding number of equity shares of the Company to the Warrant Holders.
The respective Warrant Holders shall make payment of Warrant Subscription Price and Warrant Exercise Price from their own bank account into to the designated bank account of the Company.
In terms of Regulation 166 of the ICDR Regulations, 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, if applicable. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Warrants shall continue to be locked- in till the time such amount is paid by the Warrant Holder.
Upon exercise of the option by Warrant Holder(s), the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required including to securities demat account of the Warrant Holder.
The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment. If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by

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the Warrant Holders within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant Holders to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant Holders on such Warrants shall stand forfeited.

The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank paripassu with the then existing Equity Shares of the Company, including entitlement to voting powers and dividend.
The Warrants by itself, until exercised and converted into equity shares, shall not give to the Warrant Holders thereof any rights with respect to that of an Equity shareholder of the Company.
The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

“RESOLVED FURTHER THAT the pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company shall also be subject to lock-in as per the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the “Relevant Date” for the purpose of determining the floor price for the proposed Preferential Allotment of Equity Shares be and is hereby fixed as Friday, 30 January 2026 , being the date determined in terms of the said Regulations.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, documents to give effect to the resolutions above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to BSE for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies,(“ROC”), National Securities Depository Limited (“NSDL”), Central Depository Services (India) Limited (“CDSL”) and/ or such other authorities as may be necessary for the purpose, and to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the Warrants) with

CIN: L27209DL1986PLC254555

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the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the Warrant Holders, and to delegate all or any of the powers conferred on it by this resolution to any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard, without being required to seek any further consent or approval of the members of the Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

For and on behalf of Company Kiran B Digitally signed by Kiran B Vishwakar Vishwakarma Kiran Vishwakarma Date: 2026.02.16 ma 17:55:23 +05'30' Whole Time Director

DIN: 10526319 Date: 16-02-2026

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NOTES FOR MEMBERS’ATTENTION:

An explanatory statement as required under Section 102 of the Companies Act, 2013, setting out the material facts and reasons in respect of the business specified above is appended hereto.
The Ministry of Corporate Affairs (“MCA”) vide the relevant Circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.
The Postal Ballot notice is being sent to all the Shareholders, whose names appears in the Register of Members/List of beneficial owners as received from the National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on Friday, 23[rd] January 2026 (“Cut-off date”) and copy of said notice is also available on the website of BSE, CDSL and website of the Company viz. www.bseindia.com, www.evotingindia.com and www.mfsintercorpltd.com.
The Board appointed Mr. Ankurkumar Gandhi, Practicing Company Secretary, M/s. Ankur Gandhi & Associates. (ACS-48016, CP-17543) as the scrutinizer for conducting the postal ballot and remote e-voting process in accordance with the law and in a fair and transparent manner.
In compliance with the provisions of Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), read with circular of SEBI on e-voting facility provided by Listed Entities, dated 11th July 2023 the Company is pleased to provide the remote e-voting facility to all the shareholders. For this purpose, the Company has appointed Central Depository Services Limited (CDSL) for facilitating remote e-voting.
The voting period commences at 10:00 A.M on Friday, 30th January 2026 and end at 05:00 P.M. on Sunday, 01st March, 2026. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The remote e-voting module shall be disabled for voting thereafter. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.
The voting rights of the Members shall be in proportion of their shareholding to the total issued and paidup equity share capital of the Company as on the cut-off date i.e. Friday, 23rd January 2026.

CIN: L27209DL1986PLC254555

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The Scrutinizer shall submit his report to the Chairman of the Company or such person as authorised upon completion of the scrutiny of votes received through the e-voting platform. The Chairman or any person so authorised by him, shall announce the results of the Postal Ballot within timeline prescribed under the Law.
The Special Resolution(s), if approved by the requisite majority, shall be deemed to have been passed on last date of e-voting i.e. Sunday, 01st March 2026 and as if the same had been passed at a General Meeting of the Members convened in that behalf.
The result of the Postal Ballot, along with the scrutinizer’s report, will be posted on the Company’s website www.mfsintercorpltd.com, on the website of CDSL at https://www.evotingindia.com and shall be communicated to the stock exchanges where the Company’s shares are listed.
The Board has appointed Mrs. Sayali Patil, Company Secretary as the person responsible for the entire postal ballot process. For any query (ies)/grievance(s) relating to remote e-voting, please contact Investor Service Division, Office No.5, 1st Floor BLK B, PKT 3, Se 34, Rohini Landmark NA, New Delhi, Delhi, 110042 [email protected] or can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33.
All the relevant documents will be available for inspection through electronic mode, request for the same shall be send to [email protected].
In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address.(i) Member who have not registered their email address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered/updated their e-mail address with the Company, are requested to register/update their e-mail address by submitting Form ISR-1 duly filled and signed along with requisite supporting documents to RTA viz. Satellite Corporate Services Pvt Ltd, Unit. No 49, Building No. 13 AB, 2nd Floor, Samhita Commercial CoOp Society Ltd, Off Andheri Kurla Rd, MTNL Lane, Sakinaka, Mumbai, Maharashtra,400072.

CIN: L27209DL1986PLC254555

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER: -

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e- voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method

Individual Shareholders holding securities in Demat mode withCDSL Depository	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 to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e- Voting page of 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. 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 onwww.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,

Type
of
shareholders
Login Method

Individual
Shareholders
holding
securities in
Demat mode
withCDSL
Depository

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 to Easi / Easiest are requested
to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi
Tab.
2)
After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see e-
Voting page of 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.
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 onwww.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,

CIN: L27209DL1986PLC254555

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

CIN: L27209DL1986PLC254555

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	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 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

(i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

CIN: L27209DL1986PLC254555

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	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(ii) After entering these details appropriately, click on “SUBMIT” tab.
(iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(v) Click on the EVSN for the relevant MFS Intercorp Limited on which you choose to vote.
(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

CIN: L27209DL1986PLC254555

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(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

CIN: L27209DL1986PLC254555

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For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33.

CIN: L27209DL1986PLC254555

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”):

Item No. 1 Increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association

The Company propose to increase Authorised Capital to ₹ 15,10,00,000/- (Rupees Fifteen Crores Ten Lakh only) divided into 1,51,00,000 (One Crore Fifty-One Lakh) Equity Shares of ₹10/- each to facilitate fund raising in future via issuing of Equity shares of the Company.

Increase in the Authorised Capital will also require consequential amendment in clause V of Memorandum of Association of the Company.

Pursuant to Section 13, 61 and Section 64 of the Companies Act, 2013 alteration of Capital Clause requires approval of the member of Company.

The Board of Directors are hereby recommending this resolution for the approval of the members by way of Special Resolution.

A copy of Memorandum of Association is available for any inspection on any working day except Saturday and Sunday between 11.00 a.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays) at the Office of the Company.

Item No. 2 Issuance of Convertible Warrants on A Preferential Basis and Matters Related therewith – Fresh Shareholders’ Approval

The Board of Directors of the Company, at its meeting held on 29[th] January, 2026, subject to the approval of the members of the Company and such other approvals as may be required, approved the proposal for raising funds by way of issuance and allotment of up to 1,01,50,000 (One Crore One Lakh Fifty Thousand) Convertible Warrants (“Warrants”) on a preferential basis, at a price of ₹ 15/- (Rupees Fifteen Only ) per Warrant, each Warrant being convertible into, or exchangeable for, one (1) fully paid-up equity share of the Company having a face value of ₹10/- (Rupees Ten Only) each at a premium of ₹5 /- per share, aggregating to ₹15,22,50,000/(Rupees Fifteen Crores Twenty Two Lakhs Fifty Thousand Only) , to persons belonging to the Non-Promoter Category (“Proposed Allottees”).

Since the Company is a listed entity, the proposed preferential issue shall be in compliance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Sections 42 and 62(1)(c) of the Companies Act, 2013, Rule 14 of the

CIN: L27209DL1986PLC254555

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Companies (Prospectus and Allotment of Securities) Rules, 2014, and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, and other applicable provisions, as amended from time to time.

The details of the issue and other particulars as required in terms of Regulation 163 of the SEBI (ICDR) Regulations, 2018 and other applicable statues in relation to the proposed Special Resolution are given hereunder:

a) Objects of the preferential issue:

The funds are required by the Company for the following objects:

To expansion of Supply Chain Infrastructure and Purchase of Machinery;
To Open Work Shop for Welding Work at Ahmedabad Regional;
Technology upgradation, and infrastructure development;
To meet the working capital requirements;
General corporate purpose.

The quantum of funds required on different dates may vary therefore, the Broad Range of intended use of the Issue Proceeds of the Issue is as under:

Sr. No.	Particulars	Total estimated Amount to be utilized (Rs.in Lakhs)	Tentative timelines for utilization of issue receipt of funds within
1	To Expansion of Supply Chain Infrastructure and Purchase of Machinery. To expand the Company’s supply chain operations across Gujarat, including setting up new logistical nodes in key industrial regions such as Rajkot.	500.00	Upto 1.5 Years from the Date of receipts of Fund
2	To Open Work-Shop for Welding Work at Ahmedabad Region. To establish a dedicated welding and fabrication workshop in Ahmedabad, to cater to increasing regional demand, improve turnaround time, and support the Company’s	200.00	Upto 1.5 Year from the Date of receipts of Fund

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	mechanical engineering and steel fabrication capabilities.
3	Technology upgradation and infrastructure development including ERP System and supply Chain Software.	100.00	Upto 1.5 Year from the Date of receipts of Fund
4	To meet the working capital requirements	606.00	Upto 1.5 Year from the Date of receipts of Fund
5	General corporate purpose	116.50	Up to 10 Months from the Date of receipts of Fund

The Main Object Clause of Memorandum of Association of the Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Our Company proposes to deploy the balance proceeds of the Preferential Issue, aggregating to 116.50 Lakhs, towards general corporate purposes as approved by our management from time to time, subject to such utilisation not exceeding 25% of the proceeds of the Preferential Issue, in compliance with applicable laws.

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap shall not exceed +/-10% of the amount specified for that object of size of the Preferential Issue depending upon future circumstances since the same is dependent on a variety of factors such as financial, market and sectorial 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 utilisation of the net proceeds at the discretion of the Board, subject to compliance with applicable laws, in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated Decembers 13, 2022.

Further, if the proceeds are not utilised (in full or in part) for the Objects during the period stated above table, the remaining proceeds, if any shall be utilised in subsequent periods of 12 months in accordance with the objectives of the issue and applicable laws. Till the committed funds are utilised towards the stated objects above, they will be used by the Company for its working capital requirements.

b) Monitoring of utilization of funds: Since the proceeds from the Issue are less than ₹100 Crores, the Regulation 162A of Chapter V of SEBI (ICDR) Regulations, 2018 is not applied.

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c) Relevant Date: In terms of the provisions of Regulation 161 of the SEBI ICDR Regulations, the Relevant Date for determining of the floor price for Warrants to be issued is Friday, January 30, 2026 .
d) Amount which the company intends to raise by way of such securities : ₹ 15,22,50,000/- (Rupees Fifteen Crores Twenty-Two Lakhs Fifty Thousand Only)
e) Particulars of the Preferential Issue including date of passing of Board resolution: The Board, at its meeting held on January 29, 2026 has, subject to the approval of the Members and such other approvals as may be required, approved the issuance of up to 1,01,50,000 Warrants to the Proposed Allottees, each at an issue price of INR.15.00/- per Warrant (including a premium of INR 05.00/- per Warrant), aggregating up to INR 15,22,50,000, for a cash consideration, by way of a preferential issue on a private placement basis.
f) Basis or justification for the price (including the premium, if any) has been arrived at: The Equity Shares of the Company are listed on the BSE Limited (“BSE”). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and BSE, being the Stock Exchange with higher trading volumes for the preceding 90 (Ninety) trading days prior to the Relevant Date , has been considered for determining the floor price in accordance with Chapter V of the SEBI ICDR Regulations.

In terms of the applicable provisions of Chapter V of the SEBI ICDR Regulations, the floor price for the Preferential Issue is INR.14.89.00/- (Indian Rupees Fourteen and eighty-nine paise only ) per Warrant, being the higher of the following:

a) 90 (Ninety) trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on BSE preceding the Relevant Date: INR 14.89 (Indian Rupees Fourteen and eighty-nine paise only) per Equity Share; or
b) 10 (Ten) trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on BSE preceding the Relevant Date: INR.14.10 (Indian Rupees Fourteen and Ten Paise only) per Equity Share ; and
c) Floor price determined in accordance with the provisions of the Articles of Association of the Company. However, the Articles of Association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.

The price per warrant to be issued pursuant to the Non-Promoter Preferential Issue is fixed at INR

15.00/- (Indian Rupees Fifteen only) , being a price that is not less than the floor price computed in accordance with Chapter V of the SEBI ICDR Regulations.

CIN: L27209DL1986PLC254555

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

Since the Equity Shares of the Company are listed on recognized stock exchanges for more than 90 (Ninety) trading days, the price computation and lock-in extensions, required pursuant to Regulations 164(3) and 167(5) of the ICDR Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the ICDR Regulations are not applicable.

In case, 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 ICDR Regulations, the Warrants proposed to be issued pursuant to this resolution would have been continued to be locked in till the time such amount would have paid by the Proposed Allottees.

The price of the warrant has been determined based on Regulation 164 of SEBI (ICDR) Regulations 2018 read with Regulation 166A of SEBI (ICDR) Regulations 2018, as there is an allotment of more than five percent of the post issue fully diluted share capital of the issuer to proposed allottees. The Valuation made by independent Valuer Mr. Manish Santosh Buchasa, Registered Valuer, Securities and Financial Assets, (Reg No: IBBI/RV/03/2019/12235). The copy of the Valuation report shall be available for inspection by the members on all working days between Monday to Friday of every week, upto the last date of e-voting and the same may be accessed on the Company’s website at the https://www.mfsintercorpltd.com/Images/InvestorDocument/Fund%20Raising/Signed%20Valuation - %20report %20MFS%20Intercorp%2030.01.2026.pdf

g) Intent of the promoters, directors or key managerial personnel of the issuer to subscribe to the offer: None of the Promoters, Directors or Key Managerial Personnel or Senior Management Personnel of the Company intends to subscribe to the proposed Preferential Issue of Convertible Equity Warrants and are not directly or indirectly interested in above subscription.
h) The class or classes of persons to whom the allotment is proposed to be made: The Preferential Issue of Warrants is proposed to be made to the Proposed Allottees, who are belongs to non-promoter, public category.
i) number of persons to whom allotment on preferential basis have already been made during the year, in

terms of number of securities as well as the price: The Company has not made any preferential allotment of equity during the period from April 1, 2025 till the date of this Notice.

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The Company will ensure that the number of persons to whom allotment on preferential basis will be made during the financial year 2025-26 will not exceed the limit specified in the Act and Rules made thereunder.

j) Shareholding pattern of the issuer before and after the preferential issue:

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Sr.N Category No. of Percentage No. of Percentage
o. Shares (%) Shares (%)
Pre-Holding 31.12.2025 Post-Holding
(A) Promoter and Promoter Group
1. Indian 0 0 0 0
- - - -
Individuals/Hindu
Undivided Family
- - - -
Bodies Corporate
- - - -
Sub Total(A)(1)
2. Foreign - - - -
- - - -
Total Shareholding of Promoter and
Promoter Group(A)=(A)(1)+(A)(2)
(B)
1 Institutions
Mutual Funds - - -
Financial - - - -
Institutions/Banks
- - - -
Provident Funds/
Pension Funds
Any other 3300 0.08 3300 0.02
(Specify)
Sub Total (B) (1) 3300 0.08 3300 0.02
2 Non-Institutions
i)Individuals 36,80,785 85.11 1,38,30,785 95.55
ii)Clearing Member - - - -
iii) Bodies Corporate 4,22,770 9.78 4,22,770 2.92
Non-Resident Indians 7,900 0.18 7,900 0.05
Any-other includes HUF 2,10,145 4.86 2,10,145 1.45
Trusts - - - -
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CIN: L27209DL1986PLC254555

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Sub Total (B) (2)	43,21,600	99.92	1,44,71,600	99.98
Total Public Shareholding (B)=(B)(1)+(B)(2)	43,24,900	100.00	1,44,71,600	99.98
Total(A)+(B)	43,24,900	100.00	1,44,74,900	100

*The above post-issue shareholding is prepared to assume full conversion of Warrants into equity shares issued pursuant to this preferential issue.

k) maximum number of securities to be issued: The resolution set out in the accompanying notice authorises the Board to raise funds aggregating upto INR 15,22,50,000/- by way of issuance of upto 1,01,50,000 warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each at an issue price of INR 15/- each payable in cash.

Minimum amount of INR 3.75/- (Indian Rupees Three and Seventy-Five Paise Only) per warrants, 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(s) will be required to make further payments of Rs.11.25/(Indian Rupees Eleven and Twenty-Five Paise Only) for each Warrant, which is equivalent to 75% (seventy five percent) of the Warrants Issue Price at the time of exercise of the right attached to Warrant(s) to subscribe to Equity Share(s).

l) Principal terms of assets charged as securities: Not Applicable

m) material terms of raising such securities:

The material terms for the Preferential Issue of Warrants to the Proposed Allottees is set out below:

A. Tenure:

The Warrants shall be convertible into equity shares within a period of 18 (Eighteen) months from the date of allotment of the Warrants.

B. Conversion and other related matters:

a) The Warrant holder shall have the right to convert the Warrants into fully paid-up Equity Shares of the Company of face value of INR 10.00 (Indian Rupees Ten only) each, in one or more tranches, by delivering a notice of conversion (“Conversion Notice”) to the Company requesting the conversion of the relevant number of Warrants into Equity Shares, on the date designated as the specified conversion date in the Conversion Notice (“Conversion Date”).
b) The conversion ratio is 1 (One) equity share in lieu of 1 (One) Warrant.

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c) Prior to the Conversion Date, the Warrant Holder(s) shall pay the Warrant exercise amount for the relevant Warrants it proposes to convert, and the Company shall, upon receipt of such payment in the designated bank account, on the Conversion Date, in accordance with applicable law to issue and allot equity shares (free and clear of all encumbrances other than any lock-in prescribed under applicable law) to the Warrant holder in lieu of the relevant Warrants.
d) The Company shall file the certificate from its statutory auditor with the Stock Exchanges, confirming that the Company has received the Warrant exercise amount in compliance with Regulation 169 of the SEBI ICDR Regulations from the Warrant Holder(s) and the relevant documents thereof are maintained by the Company as on the date of certification.
e) Upon exercise of the option by Warrant Holder(s) to convert Warrant(s) into the Equity Shares of the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required including to credit the same to the designated demat account of the respective Warrant Holders.
f) The Warrant holder shall make the relevant disclosures required under applicable law, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, in relation to the Preferential Issue and conversion of the Warrants.
g) The procedure for conversion of Warrants into Equity Shares set out above shall be applicable for conversion of each Warrant into equity shares, irrespective of the number of tranches in which the Warrant Holder(s) issues a Conversion Notice in accordance with Paragraph B (a) above.
C. Rights:

The Warrants shall not carry any voting rights until they are converted into Equity Shares.

n) Time frame within which the preferential issue shall be completed:

In accordance with Regulation 170 of the SEBI ICDR Regulations, the allotment of the Warrants shall be completed within a period of 15 (Fifteen) days from the date of passing of the Special Resolution by the Shareholders, provided that where the allotment is pending on account of the pendency of any application for approval or permission by any regulatory authority, if applicable, the allotment shall be completed by the Company within 15 (Fifteen) days from the date of such approval/ permission or within such further period as may be prescribed or allowed by SEBI, Stock Exchange or other concerned authorities.

Proposed Allottees of Warrants shall be entitled to convert the same into an equal number of Equity Shares,

in one or more tranches, within a period of 18 (Eighteen) months from the date of allotment of the Warrants.

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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 the exercise of the Warrants is completed within 15 (Fifteen) days from the date of such exercise by the allottee of such Warrants.

o) Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted

and/or who ultimately control the proposed allottees:

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Sr. Name Name of Ultimate
Category (Promoter/ Non -
No. Beneficial Owners of
Promoter)
the Proposed Allottee
1 Bhut Yash Lalitkumar Non – Promoter Category Not Applicable
2 Narnavre Rutik Non – Promoter Category Not Applicable
3 Panchal Jainil Non – Promoter Category Not Applicable
4 Trivedi Ishit Hiren Non – Promoter Category Not Applicable
5 Ms. Bhalani Grishma Non – Promoter Category Not Applicable
6 Charmi Jayesh Nayak Non – Promoter Category Not Applicable
7 Shah Vidit Sufalbhai Non – Promoter Category Not Applicable
8 Mistry Parulben Riteshbhai Non – Promoter Category Not Applicable
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p) The percentage of the post-preferential issue capital that may be held by the Proposed Allottees (as defined

hereinabove) and change in control, if any, in the Company consequent to the Preferential Issue:

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Sr. Proposed Allottees Pre issue Warrants to Shareholding post
No. shareholding be allotted conversion of Warrants
Note 1
No. of % No. of Shares %
Shares
1 Bhut Yash Lalitkumar 28,421 0.66 16,00,000 16,28,421 11.25
2 Narnavre Rutik 35,044 0.81 16,00,000 16,35,044 11.30
3 Panchal Jainil 38,186 0.88 16,00,000 16,38,186 11.32
4 Trivedi Ishit Hiren 0 0.00 12,00,000 12,00,000 8.29
5 Ms. Bhalani Grishma 9 0.0002 12,00,000 12,00,009 8.29
6 Charmi Jayesh Nayak 27,000 0.62 12,00,000 12,27,000 8.48
7 Shah Vidit Sufalbhai 44,948 1.04 16,00,000 16,44,948 11.36
8 Mistry Parulben Riteshbhai 0 0.00 1,50,000 1,50,000 1.04
----- End of picture text -----

Note: 1. The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares of the Company.

CIN: L27209DL1986PLC254555

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q) The proposed non-promoters allottees are relatives or related parties and, therefore, are considered as persons acting in concert. Their combined shareholding, post-issue, is as outlined in the table below: Not Applicable
r) Change in control, if any, in the Company that would occur consequent to the preferential offer: There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Warrants and including the conversion thereof into Equity Shares of the Company.
s) Contribution being made by the promoters or directors either as part of the Preferential Issue or separately in furtherance of objects : Nil
t) Lock-in period: The Warrants and the Equity Shares being allotted pursuant to exercise of such Convertible Warrants shall be subject to a lock-in for such period as specified under applicable provisions of SEBI (ICDR) Regulations, 2018.
u) Listing: The Company will make an application to the Stock Exchange at which the existing shares are already listed, for listing of the equity shares being issued on conversion of such Warrants. Such Equity Shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend.
v) Practicing Company Secretary’s Certificate: The Company has obtained the Certificate from Mr. Ankurkumar Dineshchandra Gandhi , Practicing Company Secretary, certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations 2018. The same shall available and will be kept open for inspection on all working days between Monday to Friday of every week, upto the voting period of Postal Ballot Notice and the same may be accessed on the Company’s website at the link: https://www.mfsintercorpltd.com/Images/InvestorDocument/Fund%20Raising/Compliance%20Certificate%2 0163.pdf
w) The current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter: Current and proposed status of the Proposed Allottees shall be classified under Non-Promoters Public Category.
x) Valuation and Justification for the allotment proposed to be made for consideration other than cash.: Not applicable as the Company has not proposed to issue the Warrants for consideration other than cash.
y) Name and address of valuer who performed valuation: Mr. Manish Santosh Buchasa, Registered Valuer, Securities and Financial Assets, (Reg No: IBBI/RV/03/2019/12235) Address: 306, 3rd Floor, Part A, Gala Mart,

CIN: L27209DL1986PLC254555

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Nr Sobo Centre, Before Safal Parisar, Above SBI/Union Bank/Hind mart, South Bopal, Ahmadabad, Gujarat - 380058.

z) Other disclosures:

a) The Company is in compliance with the conditions for continuous listing and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.
b) As the Equity Shares have been listed for a period of more than ninety 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;
c) The Company shall re-compute the price of the equity shares to be allotted under the Preferential Issue, in terms of the provisions of SEBI ICDR Regulations where it is required to do so;
d) 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 equity shares to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the warrant holder.
e) The proposed allottee has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.
f) Neither the Company nor any of its directors or Promoters are categorized as wilful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulter(s) issued by the Reserve Bank of India. Further, neither the Company nor any of its directors or Promoters is a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.
g) Neither the Company nor any of its directors and / or Promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.
h) The Company does not have any outstanding dues to SEBI, Stock Exchanges or the depositories.
i) No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company during the last one year.
j) All the Equity Shares to be allotted pursuant to the exercise of the Warrants held by the Proposed Allottees in the Company will be in dematerialized form.
k) Since the equity shares of the Company are listed on the Stock Exchanges and the allottee or allottees acting in concert have been issued more than 5% (five percent) of the post-issue fully diluted share capital of the Company through a preferential issue, a valuation report from an independent registered valuer is required in accordance with the provisions of the second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 and the applicable provisions of the SEBI ICDR Regulations. Accordingly, the Company has obtained a valuation report from Mr. Manish Buchasia, an independent registered valuer, for determining the price of the equity shares to be issued under the preferential allotment.

CIN: L27209DL1986PLC254555

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l) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer is not applicable as the allotment of equity shares under the Preferential Issue is for a cash consideration. The Proposed Allottees have confirmed that they have not sold or transferred any equity shares of the Company during the 90 trading days preceding the Relevant Date. The Proposed Allottees have further confirmed that they are eligible under SEBI ICDR Regulations to undertake the Preferential Issue.

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 said Warrants to the Proposed Allottees is being sought by way of a Special Resolution as set out in the Notice. Issue of the Equity Shares pursuant to the exercise of the rights attached to Warrants would be within the Authorised Share Capital of the Company.

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members and, therefore, recommends the resolution accompanying Notice for approval by the Members of the Company as a Special Resolution.

Documents referred to in the Notice/ Explanatory Statement will be available for inspection by the Members of the Company as per applicable law.

None of the Directors, Key Managerial Personnel or their relatives thereof are in any way financially or otherwise concerned or interested in the passing of this Special Resolution as set out of this notice except and to the extent of their shareholding in the Company.

For MFS Intercorp Limited Kiran B Digitally signed by Kiran B Kiran Vishwakarma Vishwak Vishwakarma Date: 2026.02.16 Whole Time Director arma 17:55:40 +05'30' DIN: 10526319

Date: 16.02.2026

Place: Ahmedabad

AI assistant

MFS Intercorp Limited Capital/Financing Update 2026

63747_rns_2026-02-16_6cc005ef-aa7b-4227-8211-00bb226420a9.pdf

CORRIGENDUM AND ADDENDUM

1. Revision in Relevant Date

2. Revision in Issue Price (Pursuant to Regulation 164)

3. Revised Issue Size

4. Disclosure of Pre-Issue Shareholding of Proposed Allottee

5. Objects of the Issue

6. Updated Compliance Documents

7. No Change in Control

8. E-Voting Revision

9. Updation of Pre and Post Shareholding Pattern

Pre-Shareholding Pattern read as on 31.12.2025.

10. Confirmation

By Order of the Board For MFS Intercorp Limited

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies

(Management and Administration) Rules, 2014]

Dear Member(s),

SPECIAL BUSINESSES:

RESOLUTION NO. 1

INCREASE IN THE AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF MEMORANDUM OF ASSOCIATION

“V. The Authorised Share Capital of the Company is ₹15,10,00,000/- (Rupees Fifteen Crores Ten Lakh Only) divided into 1,51,00,000 (One Crore Fifty-One Lakhs) Equity Shares of ₹10/- (Rupees Ten Only) each.”

RESOLUTION NO. 2

ISSUANCE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS AND MATTERS RELATED THEREWITH - FRESH SHAREHOLDERS’ APPROVAL

NOTES FOR MEMBERS’ATTENTION:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER: -

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”):

Item No. 1 Increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association

Item No. 2 Issuance of Convertible Warrants on A Preferential Basis and Matters Related therewith – Fresh Shareholders’ Approval

a) Objects of the preferential issue:

j) Shareholding pattern of the issuer before and after the preferential issue:

l) Principal terms of assets charged as securities: Not Applicable

m) material terms of raising such securities:

B. Conversion and other related matters:

and/or who ultimately control the proposed allottees:

z) Other disclosures:

AI assistant

MFS Intercorp Limited — Capital/Financing Update 2026

63747_rns_2026-02-16_6cc005ef-aa7b-4227-8211-00bb226420a9.pdf

CORRIGENDUM AND ADDENDUM

1. Revision in Relevant Date

2. Revision in Issue Price (Pursuant to Regulation 164)

3. Revised Issue Size

4. Disclosure of Pre-Issue Shareholding of Proposed Allottee

5. Objects of the Issue

6. Updated Compliance Documents

7. No Change in Control

8. E-Voting Revision

9. Updation of Pre and Post Shareholding Pattern

Pre-Shareholding Pattern read as on 31.12.2025.

10. Confirmation

By Order of the Board For MFS Intercorp Limited

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies

(Management and Administration) Rules, 2014]

Dear Member(s),

SPECIAL BUSINESSES:

RESOLUTION NO. 1

INCREASE IN THE AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF MEMORANDUM OF ASSOCIATION

“V. The Authorised Share Capital of the Company is ₹15,10,00,000/- (Rupees Fifteen Crores Ten Lakh Only) divided into 1,51,00,000 (One Crore Fifty-One Lakhs) Equity Shares of ₹10/- (Rupees Ten Only) each.”

RESOLUTION NO. 2

ISSUANCE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS AND MATTERS RELATED THEREWITH - FRESH SHAREHOLDERS’ APPROVAL

NOTES FOR MEMBERS’ATTENTION:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER: -

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”):

Item No. 1 Increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association

Item No. 2 Issuance of Convertible Warrants on A Preferential Basis and Matters Related therewith – Fresh Shareholders’ Approval

a) Objects of the preferential issue:

j) Shareholding pattern of the issuer before and after the preferential issue:

l) Principal terms of assets charged as securities: Not Applicable

m) material terms of raising such securities:

B. Conversion and other related matters:

and/or who ultimately control the proposed allottees:

z) Other disclosures:

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MFS Intercorp Limited Capital/Financing Update 2026