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Neetu Yoshi Limited — Proxy Solicitation & Information Statement 2026
May 21, 2026
60132_rns_2026-05-21_179119bf-745f-467f-a5ec-6ebb15c16921.pdf
Proxy Solicitation & Information Statement
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NY
NEETU YOSHI LIMITED
ISO 9001:2018 UKAS MANAGEMENT SYSTEMS
OHSAS 45001
ISO 14001
CERTIFIED MANAGEMENT SYSTEM
RDSO
Class 'A' Approved
Date: 21.05.2026
Dear Sir / Madam,
Subject: Corrigendum to the Notice of Extra-Ordinary General Meeting.
Ref : Notice of Extra Ordinary General Meeting to be held on 25th May, 2026
Dear Sir
In continuation to our intimation dated, 2nd MAY, 2026 we are submitting herewith the corrigendum to the notice of Extra Ordinary General Meeting ("EGM") scheduled to be held on Monday, 25th May, 2026 at 3.00 P.M. IST THROUGH VIDEO CONFERENCING ('VC')/OTHER AUDIO VISUAL MEANS ('OAVM') FACILITY
This Corrigendum shall form an integral part of the Extra-Ordinary General Meeting Notice and shall also be available at the Company's website https://neetuyoshi.com/pdf/Page%201.pdf Please take the same on your record.
The above is for your information & record.
Thanking You
Yours Faithfully
By Order of the Board of Directors
For Neetu Yoshi Ltd
(Formerly Neetu Yoshi Private Limited)
Himans
hu Lohia
Digitally signed by
Himanshu Lohia
Date: 2026.05.21
18:29:54 +05'30'
Himanshu Lohia Managing
Director
DIN: 08564450
NY NEETU YOSHI LIMITED
ISO 9001:2008 DNV
OHSAS 45001 DNV
ISO 14001
QS
RDSO Class 'A' Approved
NOTICE
CORRIGENDUM TO THE NOTICE OF EXTRA ORDINARY GENERAL MEETING OF NEETU YOSHI LTD (FORMERLY NEETU YOSHI PRIVATE LIMITED) TO BE HELD ON MONDAY, 25th MAY, 2026 FOR THE ATTENTION OF SHAREHOLDERS OF THE COMPANY.
Shareholders of NEETU YOSHI LTD (FORMERLY NEETU YOSHI PRIVATE LIMITED) are requested to take note of the following corrections regarding the Notice of Extra-Ordinary General Meeting (EGM) scheduled for Monday, 25th May, 2026 at 3.00 P.M., which was circulated on 2nd May, 2026 through mail:
In Explanatory Statement to the Notice of Extraordinary General Meeting
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In Point Number a) of Item number 1 of Explanatory Statement of Notice of EGM read as below The Rs. 27,48,09,600 from the preferential issue will fund working capital over two years. As a new plant begins production shortly and Track Division expansion raises inventory and raw-material needs, the Company intends to raise fund through Preferential allotment to support operations. Instead of The proceeds from the preferential issue shall be utilized to augment the Company's working capital requirements.
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In Point Number j) Certificate and Report of Item number 1 of Explanatory Statement of Notice of EGM read as below:-
i. Point a) Auditors' Certificate:- read link as https://www.neetuyoshi.com/pdf/Statutory%20Auditor%20Certificate%20signed.pdf instead of www.neetuyoshi.com
ii. Point b) Certificate from Practicing Company Secretary:- read link as https://www.neetuyoshi.com/pdf/compilancecerti.pdf instead of www.neetuyoshi.com
iii. Point c) Report of a registered valuer:- read Link as https://www.neetuyoshi.com/pdf/NYL_Signed%20Valuation%20Report%20v2.pdf instead of www.neetuyoshi.com
NY
NEETU YOSHI LIMITED
ISO 9001:2015 ENVIRONMENTAL MANAGEMENT
OHSAS 45001
ISO 14001
BUREAU VERITAS Certification
RDSO Class 'A' Approved
- Add Point o) to the Item Number 1 of Explanatory Statement as Below:-
o) The Company, except for the proposed fund raising mentioned in this Notice, has not undertaken any fund raising activity during FY 2026–27. However, during FY 2025–26, the Company had raised funds through an Initial Public Offering (IPO).
Thanking You
Yours Faithfully
By Order of the Board of Directors
For Neetu Yoshi Ltd
(Formerly Neetu Yoshi Private Limited)
Himans
hu Lohia
Digitally signed
by Himanshu
Lohia
Date: 2026.05.21
18:30:42 +05'30'
Himanshu Lohia Managing Director
DIN: 08564450
NY
ISO 9001:2015 ENVIRONMENTAL MANAGEMENT
ISO 14001
CERTIFIED MANAGEMENT SYSTEM
NOTICE OF EXTRA ORDINARY GENERAL MEETING OF NEETU YOSHI LTD (FORMERLY NEETU YOSHI PRIVATE LIMITED)
NOTICE IS HEREBY GIVEN THAT THE EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF NEETU YOSHI LTD (FORMERLY NEETU YOSHI PRIVATE LIMITED) WILL BE HELD ON MONDAY, THE 25th DAY OF MAY, 2026 AT 3.00 P.M. THROUGH VIDEO CONFERENCING ('VC')/OTHER AUDIO VISUAL MEANS ('OAVM') FACILITY TO TRANSACT THE FOLLOWING BUSINESS :-
ITEM NO. 1 - ISSUE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS TO THE MEMBERS BELONGING TO PROMOTER / PROMOTER GROUP AND OTHERS.
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) and other applicable provisions, if any, of the Companies Act, 2013, read with the relevant rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) (the "Act") and in accordance with the enabling provisions of the Memorandum of Association and Articles of Association of the Company, the provisions on preferential issue as contained in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI (ICDR) Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and any other rules/regulations/guidelines, notifications, circulars and clarifications issued thereon from time to time, the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as amended, the Securities and Exchange Board of India ("SEBI") and subject to such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, including but not limited to SEBI and subject to such conditions and modifications as might be prescribed while granting such approval, consents, permissions and sanctions and which terms may be agreed to by the Board of Directors of the Company (the "Board") and all such other approvals, consent of the Members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, in one or more tranches, up to 26,42,400 (Twenty-Six Lakh Forty-Two Thousand Four Hundred only) Convertible Warrants (the "Warrants") on a preferential basis to the promoters/promoter group and others i.e. persons/entities not forming part of the promoter and promoter group ("Warrant Holder(s)"/"Proposed Allottee(s), as mentioned in the statement setting out material facts, entitling the Warrant Holder(s) to apply for and get allotted one Equity Share of the face value of Rs. 5.00/- each (Rupees Five only) fully paid-up against each Warrant within a period of 18 (eighteen) months from the date of allotment of Warrants, in such manner and at Rs.104/- (Rupees One Hundred and Four Only) arrived at in accordance with the SEBI (ICDR) Regulations and upon such terms and conditions as maybe deemed appropriate by the Board in accordance with the provisions of SEBI
2/155, Jakhan, Rajpur Road Dehradun, Uttarakhand, 248001
(+91) - 9760222255
www.neetuyoshi.com
CIN NO : U35999UR2020PLC010670
NY
ISO 9001:2008 ENVIRONMENTAL MANAGEMENT
ISO 14001
(ICDR) Regulations (including Chapter V thereof) or other applicable laws in this respect. The details in relation to the Warrant Holders are mentioned herein below.
| Sr No. | Name Of The Proposed Allottees | Category (Promoter/Non Promoter | Ultimate Beneficial Owner | No. Of Warrants To Be Allotted |
|---|---|---|---|---|
| 1 | Subodh Lohia | Promoter | NA | 600000 |
| 2 | Venturex Fund I | Non Promoter | * NA | 336800 |
| 3 | Swastika Investment Limited | Non Promoter | **NA | 200000 |
| 4 | Vimal Kishore Parwal Huf | Non Promoter | Vimal Kishore Parwal | 153600 |
| 5 | Vijit Shares And Commodities Private Limited | Non Promoter | Vijit Vijay Ramavat | 100000 |
| 6 | Manoj Mittal | Non Promoter | NA | 100000 |
| 7 | Aptrans Portfolio Private Limited | Non Promoter | Mukesh Kanji Bhanushali | 100000 |
| 8 | Vikas Arora | Non Promoter | NA | 100000 |
| 9 | Taru Lalitkumar Gandhi | Non Promoter | NA | 100000 |
| 10 | Nilesh Damani | Non Promoter | NA | 100000 |
| 11 | Sanghvi Cylinders Private Limited | Non Promoter | Alka Kamdar, Swetha Kamdar | 80000 |
| 12 | Sanjay Bansal | Non Promoter | NA | 75200 |
| 13 | Sunil Gupta | Non Promoter | NA | 50400 |
| 14 | Shrenik Sanjay Kaswa | Non Promoter | NA | 50400 |
| 15 | Poonam Agarwal | Non Promoter | NA | 50400 |
| 16 | Radhika Soni | Non Promoter | NA | 50400 |
| 17 | Sanjay Kanubhai Patel | Non Promoter | NA | 50400 |
| 18 | Sandeep Kumar Jain | Non Promoter | NA | 36000 |
| 19 | Model Commercial Private Limited | Non Promoter | Sanmat Jain, Sanjeev Jain, Madan Lal Jain,Manish Jain. | 32000 |
| 20 | Sanyami Kunal Doshi | Non Promoter | NA | 25600 |
| 21 | Amit Kishor Waghela | Non Promoter | NA | 25600 |
2/155, Jakhan, Rajpur Road
Dehradun, Uttarakhand, 248001
(+91) - 9760222255
www.neetuyoshi.com
CIN NO : U35999UR2020PLC010670
NY
ISO 9001:2008 ENVIRONMENTAL MANAGEMENT
| 22 | Kaushik Kumar Sarawgi | Non Promoter | NA | 25600 |
|---|---|---|---|---|
| 23 | Dee Dee Vanijya Private Limited | Non Promoter | Amit Sarawgi, Phool Chand Sarawgi. | 25600 |
| 24 | M Divya | Non Promoter | NA | 25600 |
| 25 | Shweta Jain | Non Promoter | NA | 25600 |
| 26 | Alpi Parwal | Non Promoter | NA | 25600 |
| 27 | Pradeep Nimani | Non Promoter | NA | 25600 |
| 28 | Anjana Devi Porwal | Non Promoter | NA | 12000 |
| 29 | Meenu Chechani | Non Promoter | NA | 12000 |
| 30 | Shreegopal Brijgopal Jaju | Non Promoter | NA | 12000 |
| 31 | Neeta Parwal | Non Promoter | NA | 12000 |
| 32 | Gaurav Agarwal | Non Promoter | NA | 12000 |
| 33 | Shruti Lohiya | Non Promoter | NA | 12000 |
| Total | 2642400 |
*VENTUREX FUND I is an Alternative Investment Fund (AIF). The Trustee of the Fund is Mitcon Credentia Trusteeship Services Ltd. The ultimate beneficial ownership of the Fund is widely held and classified as public, with no individual holding a controlling or significant beneficial stake. Accordingly, no Ultimate Beneficial Owner (UBO) is applicable / identifiable for disclosure purposes.
**Swastika Invest Mart Limited is a listed public company and its equity shares are listed on the BSE Limited. Accordingly, disclosure relating to Ultimate Beneficial Ownership (UBO) is not applicable.
RESOLVED FURTHER THAT the resultant Equity Shares to be allotted on conversion of the Warrants in terms of this resolution shall rank Pari passu in all respects with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorized to determine, vary, modify, alter any of the terms and conditions of the proposed issue including reduction of the size of the issue, as it may deem expedient, in its discretion.
RESOLVED FURTHER THAT the aforesaid issue of the Warrants shall be on the following terms and conditions:
i. The "relevant date" for the purpose of determining the minimum price of the Warrants under the SEBI (ICDR) Regulations is 24th April, 2026, being the immediate working date 30 (thirty) days prior to the date of passing of this Resolution by the Members of the Company. (The 30th day prior to
2/155, Jakhan, Rajpur Road Dehradun, Uttarakhand, 248001
NY NEETU YOSHI LIMITED
ISO 9001:2015 ENVIRONMENTAL MANAGEMENT 45001
QS
the EGM is 26th April 2026, which falls on a Sunday, 25th April, 2026 is Saturday. Therefore, the relevant date is set as 24th April 2026, the immediate working day prior to holiday.)
ii. The price of each equity share to be issued in lieu of the Warrants will be calculated in accordance with the provisions of Regulation 164 of Chapter V of the SEBI (ICDR) Regulations on the basis of the relevant date.
iii. In accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations, 25% (Twenty five percent) of the consideration payable against the Warrants, shall be paid by the warrant holder(s) to the Company on or before allotment of the Warrants and the balance consideration i.e., 75% (Seventy five percent) shall be paid at the time of allotment of Equity Shares pursuant to exercise of option of conversion against each such Warrant.
iv. The tenure of the Warrants shall not exceed 18 (eighteen) months from the date of allotment of the Warrants.
v. The warrant holder(s) shall be entitled to exercise the option of conversion of any or all of the Warrants in one or more tranches by way of a written notice to the Company, specifying the number of warrants proposed to be exercised along with the aggregate amount 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 to the warrant holder(s).
vi. If the entitlement against the Warrants to apply for the Equity Shares is not exercised within the aforesaid period of 18 (eighteen) months, the entitlement of the warrant holder(s) to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid on such Warrants shall stand forfeited.
vii. In the event that the Company completes any form of capital restructuring prior to the conversion of the Warrants, then, the number of Equity Shares that each Warrant converts into and the price payable for such Equity Shares, shall be adjusted accordingly in a manner that, to the extent permitted by applicable laws, Warrant Holder: a) receives such number of Equity Shares that Warrant Holder would have been entitled to receive; and b) pays such consideration for such Equity Shares to the Company which Warrant Holder would have been required to pay, had the Warrants been exercised immediately prior to the completion of such capital restructuring;
viii. Upon exercise by warrant holder the option of conversion of any or all of the warrants, the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as
2/155, Jakhan, Rajpur Road
Dehradun, Uttarakhand, 248001
ISO 9001:2015 ENVIRONMENTAL MANAGEMENT 45001
QS MANAGEMENT
are required to give effect to such issue, including but not limited to delivering to Warrant Holder(s), evidence of the credit of the Equity Shares to the depository account of Warrant Holder(s) and entering the name of Warrant Holder(s) in the records of the Company (including in the Register of Members of the Company) as the registered owner of such Equity Shares;
ix. The warrants by itself until exercise of conversion option and Equity Shares allotted, does not give to the Warrant Holder(s) thereof any rights with respect to that of a shareholder(s) of the Company;
x. The warrants and equity shares allotted pursuant to conversion of such warrants shall be subject to lock-in as stipulated under the SEBI (ICDR) Regulations.
RESOLVED FURTHER THAT the Warrants shall be issued and allotted by the Company to the Warrants Holders within a period of 15(fifteen) days from the date of passing of this resolution, provided that where the allotment of the said Warrants is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall be completed within a period of 15(fifteen)days from the date of such approval.
RESOLVED FURTHER THAT the Board of Directors do hereby authorised to avail extension of the conversion of warrants into shares from SEBI and other authorities as applicable.
RESOLVED FURTHER THAT for the purpose of giving effect to above resolution, any one of the Directors and/or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, desirable or expedient for the purpose of the issue or allotment of the Warrants and upon conversion of the Warrants into Equity Shares, listing of the said Equity Shares with the Stock Exchange and to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Warrants, utilization of issue proceeds, sign all such undertakings and documents as may be required, and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date thereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board may in its absolute discretion deem fit, without being required to seek any further consent or approval of the shareholders.
2/155, Jakhan, Rajpur Road
Dehradun, Uttarakhand, 248001
ISO 9001:2018 UKAS 45001
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any duly constituted and authorized Committee of Directors or any one or more Directors/officials of the Company to give effect to this Resolution."
For Neetu Yoshi Ltd
(Formerly Neetu Yoshi Private Limited)
Himansh u Lohia
Himanshu Lohia Managing Director
DIN: 08564450
Date: 29.04.2026
Place: Dehradun.
Notes:-
-
As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
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The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large
2/155, Jakhan, Rajpur Road
Dehradun, Uttarakhand, 248001
CERTIFIED
QS-9000
RDSO
Class 'A' Approved
Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
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The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at https://www.neetuyoshi.com/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.
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The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
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In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.
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Mr. Ravi Shankar & Associates, Company Secretaries (Membership No. F11987, COP No. 18568), has been appointed as the Scrutinizer to scrutinize the e-voting process in a favour and transparent manner.
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The Scrutinizer shall within a period not exceeding two working days from the date of close of e-voting unlock the votes in the presence of at least two witnesses, not in the employment of
ISO 9001:2008 DNV
QS
QS
RDSO
the Company and make Scrutinizer’s Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.
- The results declared along with the Scrutinizer’s report shall be placed on the Company’s website www.neetuyoshi.com within two days of passing of the resolutions at the EGM/AGM of the Company and communicated to Stock Exchanges.
THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(i) The voting period begins on 22nd May, 2026 at 9.00 A.M and ends on 24th May, 2026 at 5:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 18th of May, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to
QS
register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL 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 & My Easi New (Token) 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. |
2/155, Jakhan, Rajpur Road
Dehradun, Uttarakhand, 248001
ISO 9001:2008
OHSAS 45001
QS
QS
RDSO
Class 'A' Approved
| 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 & My Easi New (Token) Tab and then click on registration option. | |
|---|---|
| 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. | |
| Individual Shareholders holding securities in demat mode with NSDL 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 or joining virtual meeting & voting during the meeting. |
| 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp” | |
| 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is |
| | launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| --- | --- |
| Individual Shareholders (holding securities in demat mode) login through their Depository 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 or joining virtual meeting & voting during the meeting. |
N/Y
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings 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.
QS-9000
6) If you are a first-time user follow the steps given below:
| 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 OR Date 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. |
(vi) After entering these details appropriately, click on "SUBMIT" tab.
(vii) 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.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant on which you choose to vote.
(x) 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.
CIN NO : U35999UR2020PLC010670
NIY
TÜV NORD
RECOG
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) 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.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) 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.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvii) 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] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
- The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.
- The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
- Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
- Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
- Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
- Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to
QS
RDSO Class 'A' Approved
speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
-
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
-
If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
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.
-
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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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 attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, AVP, (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 toll free no. 1800 21 09911.
Himans
hu Lohia
Digitally signed by Himanshu Lohia
Date: 2026.05.21
18:33:14 +05'30'
Himanshu Lohia Managing
Director
DIN: 08564450
Date: 29.04.2026
Place: Dehradun.
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 1 - ISSUE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS TO THE MEMBERS BELONGING TO PROMOTER / PROMOTER GROUP AND OTHERS.
The Board of Directors of the Company at its meeting held on 29th April, 2026 had approved issue of convertible warrants by way of preferential issue to the following promoters/promoter group and others, subject to approval of members of the Company:
| Sr No. | Name Of The Proposed Allottees | Category (Promoter/Non Promoter | Ultimate Beneficial Owner | No. Of Warrants To Be Allotted |
|---|---|---|---|---|
| 1 | Subodh Lohia | Promoter | NA | 600000 |
| 2 | Venturex Fund I | Non Promoter | * NA | 336800 |
| 3 | Swastika Investment Limited | Non Promoter | **NA | 200000 |
ISO 9001:2018 ENVIRONMENTAL MANAGEMENT
RDSO
| 4 | Vimal Kishore Parwal Huf | Non Promoter | Vimal Kishore Parwal | 153600 |
|---|---|---|---|---|
| 5 | Vijit Shares And Commodities Private Limited | Non Promoter | Vijit Vijay Ramavat | 100000 |
| 6 | Manoj Mittal | Non Promoter | NA | 100000 |
| 7 | Aptrans Portfolio Private Limited | Non Promoter | Mukesh Kanji Bhanushali | 100000 |
| 8 | Vikas Arora | Non Promoter | NA | 100000 |
| 9 | Taru Lalitkumar Gandhi | Non Promoter | NA | 100000 |
| 10 | Nilesh Damani | Non Promoter | NA | 100000 |
| 11 | Sanghvi Cylinders Private Limited | Non Promoter | Alka Kamdar, Swetha Kamdar | 80000 |
| 12 | Sanjay Bansal | Non Promoter | NA | 75200 |
| 13 | Sunil Gupta | Non Promoter | NA | 50400 |
| 14 | Shrenik Sanjay Kaswa | Non Promoter | NA | 50400 |
| 15 | Poonam Agarwal | Non Promoter | NA | 50400 |
| 16 | Radhika Soni | Non Promoter | NA | 50400 |
| 17 | Sanjay Kanubhai Patel | Non Promoter | NA | 50400 |
| 18 | Sandeep Kumar Jain | Non Promoter | NA | 36000 |
| 19 | Model Commercial Private Limited | Non Promoter | Sanmat Jain, Sanjeev Jain, Madan Lal Jain,Manish Jain. | 32000 |
| 20 | Sanyami Kunal Doshi | Non Promoter | NA | 25600 |
| 21 | Amit Kishor Waghela | Non Promoter | NA | 25600 |
| 22 | Kaushik Kumar Sarawgi | Non Promoter | NA | 25600 |
| 23 | Dee Dee Vanijya Private Limited | Non Promoter | Amit Sarawgi, Phool Chand Sarawgi. | 25600 |
| 24 | M Divya | Non Promoter | NA | 25600 |
| 25 | Shweta Jain | Non Promoter | NA | 25600 |
| 26 | Alpi Parwal | Non Promoter | NA | 25600 |
| 27 | Pradeep Nimani | Non Promoter | NA | 25600 |
N/Y
| 28 | Anjana Devi Porwal | Non Promoter | NA | 12000 |
|---|---|---|---|---|
| 29 | Meenu Chechani | Non Promoter | NA | 12000 |
| 30 | Shreegopal Brijgopal Jaju | Non Promoter | NA | 12000 |
| 31 | Neeta Parwal | Non Promoter | NA | 12000 |
| 32 | Gaurav Agarwal | Non Promoter | NA | 12000 |
| 33 | Shruti Lohiya | Non Promoter | NA | 12000 |
| Total | 2642400 |
*VENTUREX FUND I is an Alternative Investment Fund (AIF). The Trustee of the Fund is Mitcon Credentia Trusteeship Services Ltd. The ultimate beneficial ownership of the Fund is widely held and classified as public, with no individual holding a controlling or significant beneficial stake. Accordingly, no Ultimate Beneficial Owner (UBO) is applicable / identifiable for disclosure purposes.
**Swastika Invest Mart Limited is a listed public company and its equity shares are listed on the BSE Limited. Accordingly, disclosure relating to Ultimate Beneficial Ownership (UBO) is not applicable.
The allotment of the Warrants is subject to the proposed allottees not having sold any Equity Shares of the Company during the 90 trading days preceding the 'relevant date'. The proposed allottees have represented that they have not sold any equity shares of the Company during the 90 trading days preceding the relevant date.
The relevant disclosures as required in terms of the Act and Regulation 163 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended ("SEBI (ICDR) Regulations") are as under:
a) Object(s) of the issue through preferential issue:
The Rs. 27,48,09,600 from the preferential issue will fund working capital over two years. As a new plant begins production shortly and Track Division expansion raises inventory and raw-material needs, the Company intends to raise fund through Preferential allotment to support operations.
b) Number of warrants to be issued:
It is proposed to issue of 26,42,400 (Twenty-Six Lakh Forty-Two Thousand Four Hundred only) warrants convertible into 26,42,400 (Twenty-Six Lakh Forty-Two Thousand Four Hundred only)
RDSO
equity shares of Rs. 5.00/- each (Rupees Five only) on preferential basis, to Promoters and other i.e. entities not forming part of the promoter and promoter group
c) Intent of the Promoters / Directors / Key Management Persons of the Company to subscribe to the preferential issue:
Mr. Subodh Lohia, Director and Promoter of the Company, is participating in the Preferential Issue. Apart from him, none of the other Directors, Promoters, or Key Managerial Personnel (KMP) of the Company are participating in the Preferential Issue.
d) Shareholding Pattern of the Company before and after the Preferential Issue:
The shareholding pattern before and after the Preferential Issue offer would be as under:
| Category | Pre-issue Shareholding As on relevant date 24th April 2026 | Post issue of equity shares after issue of equity shares under the proposed preferential issue # | ||
|---|---|---|---|---|
| Total No. of Shares | % Of Shareholding | Total No. of Shares | % Of Shareholding | |
| 1. Shareholding of Promoter and Promoter Group | ||||
| 1(A) Individual/Hindu Undivided Family | ||||
| SUBODH LOHIA | 13238400 | 34.11 | 13838400 | 33.38 |
| HIMANSHU LOHIA | 13238400 | 34.11 | 13238400 | 31.93 |
| SAUNDARYA LOHIA | 700000 | 1.80 | 700000 | 1.69 |
| SHRADHA AGARWAL | 700 | 0.00 | 700 | 0.00 |
| VIRENDRA KUMAR GUPTA | 700 | 0.00 | 700 | 0.00 |
| NEELAM GUPTA | 700 | 0.00 | 700 | 0.00 |
| SUB TOTAL 1 (A) | 27178900 | 70.03 | 27778900 | 67.01 |
| 1 (B) Any other (specify) | ||||
| SUB TOTAL 1 (B) | 0 | 0.00 | 0 | 0.00 |
| I) TOTAL PROMOTERS (1(A)+ 1(B)) | 27178900 | 70.03 | 27778900 | 67.01 |
CERTIFIED
QS SYSTEM CERTIFIED
| 2. Shareholding of Public | ||||
|---|---|---|---|---|
| 2 (A) Institutions | ||||
| Mutual Fund | 0 | 0.00 | 0 | 0.00 |
| Venture Capital Funds | 0 | 0.00 | 0 | 0.00 |
| Alternate Investment Funds | 1348800 | 3.48 | 1685600 | 4.07 |
| Foreign Venture Capital Investors | 0 | 0.00 | 0 | 0.00 |
| Foreign Portfolio Investor Category I | 28000 | 0.07 | 28000 | 0.07 |
| other Financial Institutions / Banks | 32000 | 0.08 | 32000 | 0.08 |
| Insurance Companies | 0 | 0.00 | 0 | 0.00 |
| Provident Funds/ Pension Funds | 0 | 0.00 | 0 | 0.00 |
| Central Government/ State Government(s)/ President of India | 0 | 0.00 | 0 | 0.00 |
| Sub Total 2 (A) | 1408800 | 3.63 | 1745600 | 4.21 |
| 2 (B) Non-Institutions | 0.00 | |||
| Investor Education and Protection Fund (IEPF) | 0 | 0.00 | 0 | 0.00 |
| Individuals share capital up to Rs. 2 Lacs | 5492064 | 14.15 | 5779264 | 13.94 |
| Individuals share capital excess of Rs. 2 Lacs | 2022775 | 5.21 | 2649975 | 6.39 |
| NBFCs registered with RBI | 0 | 0.00 | 25600 | 0.06 |
| Employee Trusts | 0 | 0.00 | 0 | 0.00 |
| Overseas Depositories (holding DRs) (balancing figure) | 0 | 0.00 | 0 | 0.00 |
| Any Other (specify) | 0.00 | 0 | 0.00 | |
| Trusts | 16000 | 0.04 | 16000 | 0.04 |
| LLP | 0 | 0.00 | 0 | 0.00 |
| Firms | 56800 | 0.15 | 56800 | 0.14 |
| Hindu Undivided Family | 289036 | 0.74 | 442636 | 1.07 |
| Non-Resident Indians | 1286900 | 3.32 | 1386900 | 3.35 |
| Clearing Member | 0 | 0.00 | 0 | 0.00 |
| Bodies Corporate | 1061325 | 2.73 | 1573325 | 3.80 |
| Sub Total 2 (B) | 10224900 | 26.34 | 11930500 | 28.78 |
| II) Total Public Shareholding (2 (A) + (2 B)) | 11633700 | 29.97 | 13676100 | 32.99 |
|---|---|---|---|---|
| Total Shareholding (I+ II) | 38812600 | 100 | 41455000 | 100 |
Assuming exercising conversion of all the Warrants by the proposed allottees.
e) The time within which the preferential allotment shall be completed:
The warrants shall be allotted within a period of 15 (fifteen) days from the date of passing of the Resolution by the Shareholders of the Company provided where the allotment is pending on account of any approval from any regulatory authority / Central Government the allotment shall be completed by the Company within a period of 15 (fifteen) days from the date of such approval.
f) Identity of the natural person(s) who are the ultimate beneficial owner(s) of the shares proposed to be allotted and/or who ultimately control the proposed allottee(s): The Details of ultimate beneficial owners has given in the notice wherever required.
g) The percentage of post-preferential issued capital that may be held by the said allottee(s) and change in control, if any, in the Company consequent to the preferential issue:
| Sr. No. | Name Of The Proposed Allottees | Category (Promoter/ Non-Promoter | Ultimate Beneficial Owner | Pre-Issue Shareholding as on (24.04.2026) | No. Of Convertible Warrants to Be Allotted | Post Issue Shareholding (Post Exercising Of Conversion) | ||
|---|---|---|---|---|---|---|---|---|
| NO. OF SHARES | % | NO. OF SHARES | % | |||||
| 1 | Subodh Lohia | Promoter | NA | 13238400 | 34.109 | 600000 | 1,38,38,400 | 33.38 |
| 2 | Venturex Fund I | Non Promoter | *NA | 136000 | 0.3504 | 336800 | 4,72,800 | 1.14 |
| 3 | Swastika Investment Limited | Non Promoter | **NA | 0 | 0 | 200000 | 2,00,000 | 0.48 |
| 4 | Vimal Kishore Parwal Huf | Non Promoter | Vimal Kishore Parwal | 0 | 0 | 153600 | 1,53,600 | 0.37 |
ISO 9001:2018 ENVIRONMENTAL MANAGEMENT
CERTIFIED
SYSTEM CERTIFICATION
| 5 | Vijit Shares And Commodities Private Limited | Non Promoter | VIJIT VIJAY RAMAVAT | 64000 | 0.1649 | 100000 | 1,64,000 | 0.40 |
|---|---|---|---|---|---|---|---|---|
| 6 | Manoj Mittal | Non Promoter | NA | 0 | 0 | 100000 | 1,00,000 | 0.24 |
| 7 | Aptrans Portfolio Private Limited | Non Promoter | Mukesh Kanji Bhanushali | 0 | 0 | 100000 | 1,00,000 | 0.24 |
| 8 | Vikas Arora | Non Promoter | NA | 0 | 0 | 100000 | 1,00,000 | 0.24 |
| 9 | Taru Lalitkumar Gandhi | Non Promoter | NA | 0 | 0 | 100000 | 1,00,000 | 0.24 |
| 10 | Nilesh Damani | Non Promoter | NA | 0 | 0 | 100000 | 1,00,000 | 0.24 |
| 11 | Sanghvi Cylinders Private Limited | Non Promoter | Alka Kamdar, Swetha Kamdar | 0 | 0 | 80000 | 80,000 | 0.19 |
| 12 | Sanjay Bansal | Non Promoter | NA | 0 | 0 | 75200 | 75,200 | 0.18 |
| 13 | Sunil Gupta | Non Promoter | NA | 0 | 0 | 50400 | 50,400 | 0.12 |
| 14 | Shrenik Sanjay Kaswa | Non Promoter | NA | 0 | 0 | 50400 | 50,400 | 0.12 |
| 15 | Poonam Agarwal | Non Promoter | NA | 0 | 0 | 50400 | 50,400 | 0.12 |
| 16 | Radhika Soni | Non Promoter | NA | 0 | 0 | 50400 | 50,400 | 0.12 |
| 17 | Sanjay Kanubhai Patel | Non Promoter | NA | 0 | 0 | 50400 | 50,400 | 0.12 |
| 18 | Sandeep Kumar Jain | Non Promoter | NA | 0 | 0 | 36000 | 36,000 | 0.09 |
| 19 | Model Commercial Private Limited | Non Promoter | Sanmat Jain, Sanjeev Jain, Madan lal Jain,Manish Jain. | 0 | 0 | 32000 | 32,000 | 0.08 |
| 20 | Sanyami Kunal Doshi | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
| 21 | Amit Kishor Waghela | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
| 22 | Kaushik Kumar Sarawgi | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
CERTIFIED
QS-9000
| 23 | Dee Dee Vanijya
Private Limited | Non Promoter | Amit Sarawgi,
Phool Chand Sarawgi. | 0 | 0 | 25600 | 25,600 | 0.06 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 24 | M Divya | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
| 25 | Shweta Jain | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
| 26 | Alpi Parwal | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
| 27 | Pradeep Nimani | Non Promoter | NA | 0 | 0 | 25600 | 25,600 | 0.06 |
| 28 | Anjana Devi Porwal | Non Promoter | NA | 0 | 0 | 12000 | 12,000 | 0.03 |
| 29 | Meenu Chechani | Non Promoter | NA | 0 | 0 | 12000 | 12,000 | 0.03 |
| 30 | Shreegopal Brijgopal Jaju | Non Promoter | NA | 0 | 0 | 12000 | 12,000 | 0.03 |
| 31 | Neeta Parwal | Non Promoter | NA | 0 | 0 | 12000 | 12,000 | 0.03 |
| 32 | Gaurav Agarwal | Non Promoter | NA | 800 | 0.0021 | 12000 | 12,800 | 0.03 |
| 33 | Shruti Lohiya | Non Promoter | NA | 0 | 0 | 12000 | 12,000 | 0.03 |
| | Total | | | 13439200 | 34.62 | 2642400 | 16081600 | 38.79 |
Assuming exercising conversion of all the Warrants by the proposed allottees.
The proposed preferential allotment will not result in any change in management control of the Company.
h) Pricing of the preferential issue:
N/Y
In terms of SEBI ICDR Regulations, the Relevant Date has been reckoned as 24th April, 2026 for the purpose of computation of issue price of the said Equity Shares.
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited ("BSE") and are frequently traded there at. Accordingly, the minimum issue price will be calculated in terms of the pricing formula prescribed under Regulation 164 of SEBI ICDR Regulations.
In terms of the applicable provisions of the SEBI ICDR Regulations, the minimum price at which the Equity Shares may be issued computes to Rs.103.05/- (One hundred and Three Rupees and Five Paisa only) per Equity Share, being higher of the following:
a. the 90 trading days' volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the Relevant Date, i.e., Rs. 93.79 (Ninety Three Rupees And Seventy Nine Paisa Only) per Equity Share; and
b. the 10 trading days' volume weighted average prices of the related equity shares quoted on a recognized stock exchange preceding the Relevant Date i.e., Rs. 103.05 (One hundred and Three Rupees and Five Paisa only) per Equity Share.
c. the Articles of Association of the company does not provide any other method of determination of the Price which results in a floor price higher than that determined under ICDR Regulations, 2018.
The pricing of the Equity Shares to be allotted on preferential basis is INR. 104.00/- (One Hundred and Four Rupees only), which is higher than the above-mentioned price.
The issue price at which the offer or invitation is made is arrived at on the basis of Valuation Report issued by CA Anurag Singal, Registered Valuer (Registration No: IBBI/RV/06/2022/14679).
Name and Address of Valuer who performed Valuation:
Anurag Singal
Chartered Accountants
Address: Suite- 2AB,Vivekanand House,
268/2/B/2, G.T. Road, Kolkata-711204
Firm Registration No: 0333188E
Membership No: 067099 Registration No: IBBI/RV/06/2022/14679
i) Relevant Date:
ISO 9001:2008
The Relevant Date for the purpose of pricing shall be Friday, 24th April, 2026.
j) Certificate and Report:
a) Auditors' Certificate: The Certificate from the Statutory Auditors of the Company, certifying that the proposed preferential issue of Equity Shares is being made in accordance with the requirements contained in Chapter V of the SEBI (ICDR) Regulations shall be available on the Company's Website https://www.neetuyoshi.com/pdf/Statutory%20Auditor%20Certificate%20signed.pdf and at the Registered Office of the Company.
b) Certificate from Practicing Company Secretary: The Certificate from the Practicing Company Secretary pursuant to Regulation 163(2) of the ICDR Regulations, 2018 certifying that issue is being made in compliance with the requirements of the ICDR Regulations, 2018 shall be available on the Company's Website https://www.neetuyoshi.com/pdf/compilancecerti.pdf and at the Registered Office of the Company.
c) Report of a registered valuer: The Company has obtained a valuation report from CA Anurag Singal. he is independent registered valuer (registration no. IBBI/RV/06/2022/14679) and the minimum price for the preferential issue determined by such independent registered valuer is Rs.103.05/- (One hundred and Three Rupees and Five Paisa only) per Equity Share in accordance with Regulation 164 of the SEBI ICDR Regulations. The same is also available on the website of the company's at https://www.neetuyoshi.com/pdf/NYL_Signed%20Valuation%20Report%20v2.pdf and at the Registered Office of the Company.
k) Lock in Period:
The Warrants allotted on a preferential basis and the Equity Shares to be allotted pursuant to exercise of option attached to Warrants shall be subject to lock-in as per SEBI (ICDR) Regulations.
As per Regulation 167(6) of the SEBI (ICDR) Regulations, the entire pre-preferential shareholding of the above proposed allottee(s), if any, shall be locked-in from the Relevant Date up to the period of 90 Trading days from the date of allotment of warrant.
l) The time within which the preferential issue shall be completed:
As required under the SEBI (ICDR) Regulations, the allotment of the Warrants on preferential basis will be completed within a period of 15 (fifteen) days from the date of passing of the resolution by
CERTIFIED
QS-9000
the Shareholders of the Company. Provided that where any approval or permission by any regulatory or statutory authority for allotment is pending, the allotment of the Warrants shall be completed within 15 (fifteen) days from the date of receipt of such approval or permission.
m) Undertakings
In terms of SEBI (ICDR) Regulations, the Company hereby undertakes that:
i. It shall re-compute the price of the Warrants / Equity Shares issued on conversion of Warrants in terms of the provisions of SEBI (ICDR) Regulations, where it is required to do so.
ii. 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 underlying Warrants / Equity Shares shall continue to be locked-in till the time such amount is paid by the proposed allottees.
iii. None of the Company, its Director’s or Promoters are categorized as a willful defaulter or a fraudulent borrower. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.
iv. None of its Directors or Promoters are fugitive economic offenders as defined under the SEBI ICDR Regulations.
v. The Company is eligible to make the preferential issue under Chapter V of the SEBI ICDR Regulations.
vi. The Company is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange where the equity shares of the issuer are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by the Board thereunder.
vii. The Company shall re-compute the price of the relevant securities to be allotted under the preferential issue in terms of the provisions of SEBI ICDR Regulations where it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations, if required. If the amount payable on account of the re-computation of price (if required) is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities
N/Y
to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid by the proposed allottee.
viii. As per Reg 163(1)(j) of SEBI ICDR 2018 The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter is unchanged.
n) Principal terms of assets charged as securities: Not Applicable
o) The Company, except for the proposed fund raising mentioned in this Notice, has not undertaken any fund raising activity during FY 2026–27. However, during FY 2025–26, the Company had raised funds through an Initial Public Offering (IPO).
Except for Mr. Subodh Lohia and his relatives, namely Mr. Himanshu Lohia and Ms. Saundarya Lohia, none of the Directors or Key Managerial Personnel of the Company, or their relatives, are in any way concerned or interested in the proposed resolution.
The Board recommends the resolution as set out above for approval of the shareholders as a Special Resolution.
Himans
hy Lohia
Digitally signed by
Himanshu Lohia
Date: 2026.05.21
18:34:02 +05'30'
Himanshu Lohia Managing
Director
DIN: 08564450
Date: 29.04.2026
Place: Dehradun.