Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Paramount Communications Ltd. Proxy Solicitation & Information Statement 2026

May 15, 2026

59350_rns_2026-05-15_6f075999-1110-481a-931f-035e56daab54.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

PARAMOUNT
WIRES & CABLES

Date:15.05.2026

| The Corporate Relationship Department
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400001 | The General Manager- Listing
National Stock Exchange of India Limited
“Exchange Plaza”,
Bandra-Kurla Complex, Bandra (East),
Mumbai – 400051 |
| --- | --- |

Symbol/Scrip Code: (BSE)530555/(NSE) PARACABLES

Sub: As per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, Submission of Notice of Extra Ordinary General Meeting of the Company.

Dear Sir,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended and any other applicable provision, We are pleased to inform that the Extra Ordinary General Meeting (“EGM”) of the Members of Paramount Communications Limited will be held on Saturday, 06th June,2026 at 12:30 P.M. (IST) through Video Conferencing/other Audio-Visual means.

The Notice of Extra ordinary General Meeting is also uploaded on the Company’s website www.paramountcables.com and on the website of MUFG Intime India Private Limited https://instavote.linkintime.co.in. The remote e-voting will be available during the following period: The remote e-voting period will commence at 9.00 a.m. on Wednesday June 03, 2026 and will end at 5.00 p.m. on Friday, June,05 2026. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by MUFG Intime upon expiry of the aforesaid period. The facility for e-voting during the EGM is also available for the members attending the EGM who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting.

Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Saturday, 30th May,2026 will be entitled to cast their votes by remote e-voting or voting at the EGM. The voting right of members shall be in proportion to their shares of the paid up equity share capital of the company as on cut-off date.

We request you to kindly take the above on record and bring to the notice of all concerned.

Thanking You,

for Paramount Communications Limited

Rashi Goel
Digitally signed by Rashi Goel
Date:2026.05.15 17:58:46
+05'30'

Rashi Goel
Company Secretary & Compliance Officer
Paramount Communications Ltd
Paramount House
KH - 433, Maulsari Avenue,
Westend Greens, Rangpuri,
New Delhi - 110037, India
t: +91 11 45618800
[email protected]
www.paramountcables.com
CIN: L74699DL1994PLC061295


PARAMOUNT WIRES & CABLES

PARAMOUNT COMMUNICATIONS LIMITED

(Corporate Identity Number: L74899DL1994PLC061295)

Registered Office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

Tel: +91 11 45618800, 900

Website: www.paramountcables.com; E-mail: [email protected]

NOTICE

NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of Paramount Communications Limited (CIN: L74899DL1994PLC061295) ("The company"), will be held on Saturday, June 06, 2026, at 12:30 P.M. through video conferencing ('VC') / other audio-visual means ('OAVM'). For this purpose, the Registered office of the Company is KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110034, shall be deemed as the venue for the Meeting and the proceedings of the EGM shall be deemed to be occur thereat, to transact the following business:

SPECIAL BUSINESS:

  1. Issuance of Equity Shares of the Company on a Preferential Basis
  2. Issuance of Unlisted Convertible Warrants of the Company on a Preferential Basis

1. Issuance of Equity Shares of the Company on Preferential Basis:

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

"RESOLVED THAT pursuant to Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, each as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI (ICDR) Regulations"), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ("SEBI Takeover Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations") and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India ("SEBI") and the stock exchanges where the shares of the Company are listed ("Stock Exchanges"), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company, the provisions of the Foreign Exchange Management Act, 1999 (the "FEMA") and rules and regulations framed thereunder as amended, (including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force) and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the board of directors of the Company (hereinafter referred to as "Board" which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, up to 2,19,97,664 (Two crore nineteen lakh ninety seven thousand six hundred sixty four) fully paid up Equity Shares of face value of Rs. 2 each at a price of Rs. 42/- per Equity Share (including a premium of Rs. 40/- per Equity Share), aggregating up to Rs. 92,39,01,888/- (Rupees Ninety two crore thirty nine lakh one thousand eight hundred eighty eight only) to the proposed allottees as mentioned below on preferential basis for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI (SAST) Regulations 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.


Sr. No. Name of Proposed Allottees Maximum number of Equity Shares to be issued Category (Promoter/ Non-Promoter) Maximum Consideration (Rs. in Crores) *
1 Abakkus Diversified Alpha Fund 64,28,571 Non-Promoter 27.00
2 Abakkus Diversified Alpha Fund-2 54,76,190 Non-Promoter 23.00
3 Siddharth Shah 7,14,285 Non-Promoter 3.00
4 Singularity Equity Fund II 11,90,476 Non-Promoter 5.00
5 Jaideep Narendra Sampat (HUF) 15,00,000 Non-Promoter 6.30
6 Ankit Babel 11,90,476 Non-Promoter 5.00
7 Preksh Finserve Private Limited 16,66,666 Non-Promoter 7.00
8 Subhkam Ventures (I) Private Limited 23,81,000 Non-Promoter 10.00
9. Medallion Advisory LLP 5,00,000 Non-Promoter 2.10
10. Sharad Narayanlal Sarda 9,50,000 Non-Promoter 4.00
Total 2,19,97,664 92.40

*Rounded off upto two decimals.

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the "Relevant Date" for the purpose of calculating the floor price for the issue of Equity Shares be and is hereby fixed as Thursday, May 07, 2026, being the date, 30 days prior to the date of Extraordinary General Meeting i.e. June 06, 2026

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the following terms and conditions:

i. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals.
ii. The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.
iii. The Equity Shares to be allotted shall be locked in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
iv. The Investor shall be required to bring in the entire consideration for the Equity Shares to be allotted to such Investor, on or before the date of allotment thereof.
v. The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investor only.


vi. The Company shall re-compute the price of the Equity Shares issued on in terms of the provisions of SEBI (ICDR) Regulations, where it is required to do so and the differential price, if any, shall be required to be paid by such proposed allottee to the Company in accordance with the provisions of SEBI ICDR Regulations;

vii. The pre-preferential shareholding, of a proposed allottees of the Company shall be under lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations; and

viii. The Equity Shares shall be allotted in dematerialised form only within a maximum period of fifteen (15) days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permissions.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchanges for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.

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

  1. Issuance of Unlisted Convertible Warrants of the Company on Preferential Basis:

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

"RESOLVED THAT pursuant to Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, each as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI (ICDR) Regulations"), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers)


Regulations, 2011 (“SEBI Takeover Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the shares of the Company are listed (“Stock Exchanges”), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company, the provisions of the Foreign Exchange Management Act, 1999 (the “FEMA”) and rules and regulations framed thereunder as amended, (including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force) and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the board of directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, up to 72,00,000 (Seventy two lakh only) Unlisted Convertible warrants (“Warrants”) at a price of Rs. 42/- per Warrant (including a premium of Rs. 40 per Warrant), (“Warrant Issue Price”) aggregating up to Rs. 30,24,00,000/- (Rupees Thirty crore twenty-four lakh only) with a right to the warrant holders to apply for and be allotted equivalent number of equity share of the face value of Rs. 2/- within a period of 18 (Eighteen) months from the date of allotment of the Warrants, to the proposed allottees as mentioned below on preferential basis for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI (SAST) Regulations 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.

Sr. No. Name of Investors Maximum number of Warrants to be issued Category (Promoter / Non-Promoter) Maximum Consideration (Rs. Crores) *
1 Sanjay Aggarwal 36,00,000 Promoter 15.12
2 Sandeep Aggarwal 36,00,000 Promoter 15.12
Total 72,00,000 30.24

*Rounded off upto two decimals

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the "Relevant Date" for the purpose of calculating the floor price for the issue of Warrants be and is hereby fixed as Thursday, May 07, 2026, being the weekday 30 days prior to the date of Extraordinary General Meeting i.e. June 06, 2026

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

i. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 2/- each to the Warrant holders.

ii. An amount equivalent to $25\%$ of the Warrant Issue Price i.e. Rs. 10.50/- shall be payable at the time of subscription and allotment of each Warrant and the balance $75\%$ i.e. Rs. 31.50/- shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).


iii. In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

iv. 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 the rules, regulations and laws, as applicable from time to time.

v. Apart from the said right of adjustment mentioned in (iv) above, the Warrants by themselves, until exercise of the conversion option and allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of shareholder(s) of the Company.

vi. The proposed warrants shall be issued and allotted by the Company to proposed allottees within a period of 15 (fifteen) days from the date of passing of this resolution provided that where the issue and allotment of the proposed warrants is pending on account of pendency of any approval for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of 15 (fifteen) days from the date receipt of last of such approvals, if any.

vii. The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

viii. The Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalization of profits or reserves, upon demerger / realignment, rights issue or undertakes consolidation / sub-division / re-classification of equity shares or such other similar events or circumstances requiring adjustments as permitted under SEBI (ICDR) Regulations and all other applicable regulations from time to time.

ix. The allotment of the Equity Shares pursuant to exercise of Warrants shall be completed within a period of 15 (Fifteen) days from the date of such exercise by the respective allottees.

x. 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 pari passu in all respects including dividend, with the then existing Equity Shares of the Company.

xi. The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Warrants, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the 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, memoranda, 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) and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchanges for obtaining of in-principle and


listing approval of the Warrants, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), 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 the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the proposed allottees and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.

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

Date: 13.05.2026

Registered office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

By order of the Board of Directors
For Paramount Communications Limited

Sd/-
Rashi Goel
Company Secretary
Membership Number: F9577


NOTES:

  1. In compliance with the Ministry of Corporate Affairs (“MCA”) Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 21/2021 dated December 14, 2021, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 (“MCA Circulars”), permitted the companies to conduct the extra - ordinary general meeting (“EGM”) through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”), without the physical presence of members at a common venue and the Securities and Exchange Board of India (“SEBI”) vide its Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, SEBI/HO/CFD/CFD- PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2024/133 dated October 03, 2024 (“SEBI Circulars”) (hereinafter collectively referred to as “the Circulars”), inter-alia allowed dispatching of the Notices of the EGM through electronic mode to the shareholders who have registered their email addresses. Hence, in compliance with the Circulars, the Companies Act, 2013 (the “Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the EGM of the Company is being held through VC/OAVM on Saturday, June 06, 2026 at 12:30 p.m. (IST).

The deemed venue for the EGM will be the registered office of the Company.

  1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations and the MCA Circulars, the Company is providing facility of remote e-voting to its members in respect of the business to be transacted at the EGM.

  2. M/s. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar & Transfer Agent of the Company (“RTA”), shall be providing facility for remote e-voting and e-voting on the date of EGM.

  3. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) relating to the special business to be transacted at the Extra-ordinary General Meeting (“EGM”/ “Meeting”) is annexed hereto.

  4. Pursuant to the provisions of the act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the company. Since this EGM is being held pursuant to the circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA circulars and SEBI Circulars, the Facility for appointment of proxies by the Members will not be available for this EGM and hence the proxy form, attendance slip and route map of EGM are not annexed to this Notice.

  5. Institutional Investors, who are members of the Company, are encouraged to attend and vote at the EGM through VC/ OAVM facility. Corporate members intending to appoint their authorised representatives pursuant to Section 113 of the Act, to attend the EGM through VC/OAVM or to vote through remote e-Voting are requested to send a certified copy of the Board Resolution or the authorisation letter to the Scrutinizer by e-mail at [email protected] with a copy marked to [email protected] and the Company at [email protected]

  6. Only registered members of the Company may attend and vote at the EGM through VC/OAVM facility. In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.


  1. The Members can join the EGM in the VC/OAVM mode at least 15 minutes before and till 15 minutes 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 through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination Remuneration and Compensation Committee and Stakeholders' Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

  2. ELECTRONIC DISPATCH OF NOTICE: In line with the Circulars, Notice of the EGM is being sent only through electronic mode to those members whose email addresses are registered with the Company/Depositories. The Notice of EGM is available on the Company's website viz.www.paramountcables.com and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e., the BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. The EGM Notice is also available on the website of RTA at www.in.mpms.mufg.com

  3. The certificate issued by Mr. Nitin Gupta, Company Secretary in whole-time-practice, having Membership No. F12404 and C.P. No. 14087 certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") shall be made available on the Company's website at https://paramountcables.com/wp-content/uploads/2026/05/PCS-Certificate-Preferential-Issue.pdf. The documents referred to in the EGM Notice/Statement shall be available for inspection by the Members of the Company as per applicable law.

  4. SCRUTINIZER FOR E-VOTING: Mr. Abhishek Mittal, Company Secretary in whole-time practice having Membership No. F7273 and CP No. 7943 has been appointed as the Scrutinizer to scrutinise the e-Voting process in a fair and transparent manner.

  5. CUT-OFF DATE: The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date on Saturday, May 30, 2026. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Saturday, May 30, 2026, may obtain the login ID and password by sending a request to the Company at: [email protected] and/or RTA at e-notices@ in.mpms.mufg.com.

  6. Nomination: As per the provisions of Section 72 of the Act, the facility for making nomination is available for the members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their Depository Participants in case the shares are held by them in electronic form and to the Company's Registrar and Transfer Agent ("RTA") in case the shares are held by them in physical form, quoting their folio number.

  7. Members who are holding shares in physical form in identical names in more than one folio are requested to write to RTA enclosing their share certificates to consolidate their holding into one folio.

  8. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details/NECS/ mandates, nominations, power of attorney, change of address/name, Permanent Account Number ("PAN") details, etc. to their Depository Participant, only and not to the Company/the Company's RTA. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its RTA to provide efficient and better service to the members. In case of members holding shares in physical form such information is required to be provided to the Company's RTA in physical mode, or in electronic mode at investor.helpdesk@ in.mpms.mufg.com.


  1. SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their depository participants. Members holding shares in physical form are requested to submit their PAN details to the Company’s RTA.

  2. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), shares of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of transmission or transposition of securities. Further, SEBI vide its Master Circular dated May 7, 2024, has mandated that shares shall be issued only in dematerialised mode while processing duplicate/ unclaimed suspense/ renewal/ exchange/ endorsement/ sub-division/ consolidation/ transmission/ transposition service requests received from physical shareholders.

  3. SEBI vide circular nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 read with master circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated August 11, 2023, has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).

  4. To support the ‘Green Initiative’, members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company’s RTA in case the shares are held by them in physical form. All such members are requested to kindly get their e-mail addresses updated immediately.

  5. The Scrutiniser shall, immediately after the conclusion of the e-voting at the EGM, first count the votes cast through e-voting during the meeting and thereafter unblock the votes cast through remote e-voting before the EGM in presence of at least two witnesses who are not in the employment of the Company, and make a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, and submit the same to the Chairperson or a person authorised by him in writing who shall countersign the same.

  6. Members seeking or requiring any clarification or information in respect of any matter to be placed at the EGM may send their requests to the Company on or before Tuesday, June 02, 2026, 5:00 p.m. (IST) at [email protected].

  7. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of EGM. Members seeking to inspect such documents can send an email to [email protected].


INSTAMEET VC INSTRUCTIONS:

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 03/2025 dated 22.09.2025, the companies can continue to conduct AGMs by VC or OAVM, as per the existing procedural requirements. Till further orders, the relaxations will remain in force.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

Login method for shareholders to attend the General Meeting through InstaMeet:

a) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login”.

b) Select the “Company Name” and register with your following details:

c) Select Check Box - Demat Account No. / Folio No. / PAN

  • Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16-digit demat account number.
  • Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.
  • Shareholders shall select check box – PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided by MUFG Intime, if applicable.
  • Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
  • Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Email Id with the DP shall enter the Email Id.

d) Click “Go to Meeting”.

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

a) Shareholders who would like to speak during the meeting must register their request with the company at company’s registered email address.

b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.

c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:


a) On the Shareholders VC page, click on link “Cast your vote”.
b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/registered email Id) received during registration for InstaMeet.
c) Click on 'Submit'.
d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.
f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/Members, who will be present in the General Meeting through InstaMeet 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 facility during the meeting.

Shareholders/Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/Members are encouraged to join the Meeting through Tablets/Laptops connected through broadband for better experience.

Shareholders/Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.


REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, 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 correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password.
e) Follow steps given above in points (a-d).

Shareholders/ Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

img-0.jpeg

METHOD 3 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.


c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.

d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com.

b) Go to e-voting tab.

c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.

d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.

b) Enter existing username, Password & click on “Login”.

c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.

b) Proceed with updating the required fields for registration.

c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website

b) After Successful login, user shall navigate through “e-voting” option.


c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab.
b) Enter details as under:

  1. User ID: Enter User ID
  2. Password: Enter existing Password
  3. Enter Image Verification (CAPTCHA) Code
  4. Click "Submit".

img-1.jpeg

img-2.jpeg

(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions")

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:

  1. User ID: Enter User ID
  2. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the

img-3.jpeg

img-4.jpeg

Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
  2. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders, holding shares in NSDL form, shall provide 'point 4' above.
Shareholders, holding shares in CDSL form, shall provide 'point 3' or 'point 4' above.
Shareholders, holding shares in physical form but have not recorded 'point 3' and 'point 4', shall provide their Folio number in 'point 4' above

  1. Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  1. Enter Image Verification (CAPTCHA) Code.
  2. Click "Submit" (You have now registered on InstaVote).

Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points (a-b).


STEP 2: Steps to cast vote for Resolutions through InstaVote

a) Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for e-voting".
b) Select 'View' icon. E-voting page will appear.
c) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
d) After selecting the desired option i.e. Favour / Against, click on 'Submit'.
e) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

Guidelines for Institutional shareholders ("Custodian / Corporate Body/ Mutual Fund")

STEP 1 - Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on "Sign Up" under "Custodian / Corporate Body/ Mutual Fund"
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person's email ID. (You have now registered on InstaVote)

STEP 2 - Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on "Investor Mapping" tab under the Menu section
c) Map the Investor with the following details:

1) 'Investor ID' - Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) 'Investor's Name - Enter Investor's Name as updated with DP.
3) 'Investor PAN' - Enter your 10-digit PAN.
4) 'Power of Attorney' - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be - DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

d) Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report section".


STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.”.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending request at [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

img-5.jpeg

  • Click on “Login” under ‘SHARE HOLDER’ tab.
  • Further Click on “forgot password?”
  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
  • Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
  • Further Click on “forgot password?”
  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

Item No. 1 & 2:

The Board has explored various options and proposed to raise fund by way of issue of Equity Shares and Unlisted Convertible Warrants on preferential basis, for the purpose as detailed below. The board of directors of the Company ("Board") in their meeting held on May 13, 2026 subject to necessary approval(s), have approved the proposal for raising of funds by way of issue of up to 2,19,97,664 (Two crore nineteen lakh ninety seven thousand six hundred sixty four) fully paid up Equity Shares of face value of Rs. 2 each at a price of Rs. 42/- per Equity Share (including a premium of Rs. 40/- per Equity Share), aggregating up to Rs. 92,39,01,888/- (Rupees Ninety-two crore thirty nine lakh one thousand eight hundred eighty-eight only) and up to 72,00,000 (Seventy two lakh only) Unlisted Convertible warrants ("Warrants") at a price of Rs. 42/- per Warrant (including a premium of Rs. 40 per Warrant), ("Warrant Issue Price") aggregating up to Rs. 30,24,00,000/- (Rupees Thirty crore twenty-four lakh only) with a right to the warrant holders to apply for and be allotted equivalent number of equity share of the face value of Rs. 2/- each of the Company within a period of 18 (Eighteen) months from the date of allotment of the Warrants and to the proposed allottees as mentioned below on preferential basis for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations.

Sr. No. Name of Proposed Allottee(s) Category No. of Equity Shares to be issued No. of Warrants to be issued
1. Abakkus Diversified Alpha Fund Non-Promoter 64,28,571 Nil
2. Abakkus Diversified Alpha Fund-2 Non-Promoter 54,76,190 Nil
3. Siddharth Shah Non-Promoter 7,14,285 Nil
4. Singularity Equity Fund II Non-Promoter 11,90,476 Nil
5. Jaideep Narendra Sampat (HUF) Non-Promoter 15,00,000 Nil
6. Ankit Babel Non-Promoter 11,90,476 Nil
7. Preksh Finserve Private Limited Non-Promoter 16,66,666 Nil
8. Subhkam Ventures (I) Private Limited Non-Promoter 23,81,000 Nil
9. Medallion Advisory LLP Non-Promoter 5,00,000 Nil
10. Sharad Narayanlal Sarda Non-Promoter 9,50,000 Nil
11. Sanjay Aggarwal Promoter Nil 36,00,000
12. Sandeep Aggarwal Promoter Nil 36,00,000
Total 2,19,97,664 72,00,000

In terms of Section 62 (read with section 42 of the Companies Act, 2013 and Rules made thereunder (the 'Act'), and in accordance with the provisions of Chapter V "Preferential Issue" of the SEBI (ICDR) Regulations as amended, and on the terms and conditions and formalities as stipulated in the Act and the SEBI (ICDR) Regulations, the Preferential Issue requires approval of the Members by way of a special resolution. The Board therefore, seeks approval of the Members as set out in the notice, by way of a special resolution.

The issue and allotment of Equity Shares shall be on the terms and conditions, as mentioned below:

i. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals.


ii. The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

iii. The Equity Shares to be allotted shall be locked in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

iv. The Investor shall be required to bring in the entire consideration for the Equity Shares to be allotted to such Investor, on or before the date of allotment thereof.

v. The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investor.

vi. The Company shall re-compute the price of the Equity Shares issued on in terms of the provisions of SEBI (ICDR) Regulations, where it is required to do so and the differential price, if any, shall be required to be paid by such investor/allottee to the Company in accordance with the provisions of SEBI ICDR Regulations;

vii. The pre-preferential shareholding, of proposed allottees of the Company shall be under lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations; and

viii. The Equity Shares shall be allotted in dematerialised form only within a maximum period of fifteen (15) days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permissions.

The issue and allotment of Warrants including resultant equity shares arising out of exercise of option attached to Warrants shall be on the terms and conditions, as mentioned below:

i. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 2/- each to the Warrant holders.

ii. An amount equivalent to Rs. 10.50 i.e. 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance Rs. 31.50 i.e. 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).

iii. In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

iv. 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 the rules, regulations and laws, as applicable from time to time.

v. Apart from the said right of adjustment mentioned in (iv) above, the Warrants by themselves, until exercise of the conversion option and allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of shareholder(s) of the Company.

vi. The proposed warrants shall be issued and allotted by the Company to proposed allottee within a period of fifteen (15) days from the date of passing of this resolution provided that where the issue and allotment of the proposed warrants is pending on account of pendency of any approval for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of fifteen (15) days from the date receipt of last of such approvals, if any.

vii. The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.


viii. The warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalization of profits or reserves, upon demerger / realignment, rights issue or undertakes consolidation / subdivision / re-classification of equity shares or such other similar events or circumstances requiring adjustments as permitted under SEBI (ICDR) Regulations and all other applicable regulations from time to time.

ix. The allotment of the Equity Shares pursuant to exercise of Warrants shall be completed within a period of 15 (Fifteen) days from the date of such exercise by the respective allottee.

x. 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 pari passu in all respects including dividend, with the then existing Equity Shares of the Company.

xi. The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.

The following disclosures for the issue of equity shares on preferential basis are made in accordance with the provisions of Section 62 and The Companies (Prospectus and Allotment of Securities) Rules, 2014 and SEBI (ICDR) Regulations:

i. The objects of the preferential issue:

The proceeds of the preferential issue will be utilized for the following purposes:

a) Funding the working capital requirements of the Company
b) To fund the capital expenditure towards Factory Building, Machineries and Equipment including Electrical and Research & Development Equipment & Type test approval charges for new products.
c) General corporate purposes, including, inter alia, issue expenses, business development, marketing and branding, and meeting administrative and operational expenses of our Company.

It is clarified that not more than 25% (twenty-five percent) of the issue proceeds will be utilised for general corporate purposes, which includes, inter alia issue expenses, business development, marketing and branding, and meeting administrative and operational expenses of our Company, in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws.

ii. Utilization of Issue Proceeds.

Given that the funds to be received against equity shares which will be fully paid up and against Warrant, which will be paid 25% upfront and balance on conversion of Warrants and the quantum of funds required on different dates may vary, therefore, the broad range of receipt of funds and intended use of the issue proceeds for the above objects is set out herein below:


Timeline for receipt of Funds:

Sr. No. Particulars Amount (Rs. in crores) Timeline for receipt of Fund
1. On allotment of 2,19,97,664 Equity Shares (fully paid up) i.e. Rs. 42 per Equity Shares 92.39 On Allotment Day
On allotment of 72,00,000 Warrants (25% of the Warrant issue price i.e. Rs. 10.50 per Warrant) 7.56 On Allotment Day
Total on allotment of Securities 99.95 On Allotment Day
2. On conversion of 72,00,000 Warrants into Equity shares of the Company (75% of Warrant issue Price i.e. Rs. 31.50 per warrant) (assuming full conversion of the Warrants) 22.68 Within 18 months from the date of allotment of Warrants
Total fund raise 122.63

Schedule of implementation:

Sr. no Particulars Total estimated amount to be utilised for each of the Objects from the amount raised w.r.t. Equity issuance and upfront 25% amount received against issuance of Warrants on allotment day (Rs in crores) Tentative Timeline within which such proceeds shall be utilized* Total estimated amount to be utilised for each of the Objects w.r.t. Balance 75% amount received against conversion of warrants (Rs. in crores) Tentative Timeline within which such proceeds shall be utilized* Total amount (Rs. in crores)
1. Working Capital 49.95 Within 6 months NA - 49.95
2. Capital Expenditure (for further details refer note below) 40.00 Within 9 months 22.68 Within 6 months 62.68
3. General Corporate Purpose 10.00 Within 9 months NA - 10.00
Total 99.95 22.68 122.63

  • The timeline of proposed utilization commences from the date of receipt of listing and trading approval for equity shares allotted pursuant to the proposed preferential issue and receipt of fund against issuance of Equity and warrants.

Note: The Company proposes to incur aggregate capital expenditure of Rs. 62.68 crores, including Rs. 25.00 crores (approximately) on construction of building at District-Narmadapuram, Madhya Pradesh. Balance amount of Rs. 37.68 crores for purchasing Machineries and Equipment including Research and Development related equipment and type test approval charges for new products.

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022, and the BSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned objects may deviate +/- 10% depending upon the future circumstances, given that the objects are based on management estimates and other commercial and technical factors subject to compliance with applicable laws. Further the timeline may get extended based as determined by the Board of Directors in compliance with Applicable Law.

iii. Interim Use of issue proceeds

Our Company, in accordance with the policies formulated by our Management Committee of the Board of Directors of the Company from time to time, will have flexibility to deploy the Issue Proceeds in accordance with applicable laws. Pending complete utilization of the Issue Proceeds for the Objects described above, our Company intends to, inter alia, invest the Issue Proceeds in deposits in scheduled commercial banks, securities issued by government of India or any other investments including but not limited to mutual funds as permitted under applicable laws.

iv. Monitoring of utilisation of funds:

i. Given that the issue size exceeds Rs. 100 Crore (Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company has appointed CARE Ratings Limited SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the preferential issue

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

v. The total number of shares or other securities to be issued:

The Board, pursuant to its resolution dated May 13, 2026, has approved the proposed preferential issue of up to 2,19,97,664 Equity Shares having a face value of Rs. 2/- each at a price of Rs. 42/- per Equity Share, of the Company at a premium of Rs. 40/- per Equity Share and up to 72,00,000 Unlisted Convertible warrants ("Warrants") at a price of Rs. 42/- per Warrant (including a premium of Rs. 40 per Warrant), ("Warrant Issue Price") with a right to the warrant holders to apply for and be allotted Equity Share of the face value of Rs. 2/- each of the Company.

vi. Date of Board Resolution: May 13, 2026


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

Amount to be raised by issue of Equity Shares up to 2,19,97,664 (Two crore nineteen lakh ninety-seven thousand six hundred sixty four) fully paid up Equity Shares of face value of Rs. 2 each at a price of Rs. 42/- per Equity Share (including a premium of Rs. 40/- per Equity Share), aggregating up to Rs. 92,39,01,888/- (Rupees Ninety-two crore thirty nine lakh one thousand eight hundred eighty eight only) and Warrants up to 72,00,000 (Seventy two lakh only) Unlisted Convertible warrants (“Warrants”) at a price of Rs. 42 /- per Warrant (including a premium of Rs. 40 per Warrant), (“Warrant Issue Price”) aggregating up to Rs. 30,24,00,000/- (Rupees Thirty crore twenty-four lakh only).

viii. The price or price band at which the allotment is proposed:

Issue Price per Equity Share and Warrants is Rs. 42/-

ix. Basis on which the price has been arrived at:

a. The Equity Shares of the Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (BSE and NSE together referred to as the “Stock Exchanges”). The Equity Shares are frequently traded on NSE & BSE in terms of the SEBI ICDR Regulations. NSE, 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 the SEBI ICDR Regulations.

b. In terms of the provisions of Regulation 164(1) of ICDR Regulations, the price at which Equity Shares shall be allotted shall not be less than higher of the following:

(i) the 90 trading days volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date;

or

(ii) the 10 trading days volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date.

We also confirm that the Articles of Association doesn’t contain any article which provides for particular method for determination of price in case of preferential issue.

The proposed Preferential Issue is not expected to result in a change in control, and further the proposed Preferential Issue does not envisages the allotment of more than 5% (five per cent) of the post-issue fully diluted share capital of the Company to any Proposed Allottees, Therefore the Company is not required to obtain a valuation report from an independent registered valuer for determining price, in terms of the Regulation 166A of the SEBI ICDR Regulations

In view of the above, the Board of the Company has fixed the Equity Share price and Warrant Issue price of Rs. 42/- (Rupees Forty Two only) which is above the floor price as determined in compliance with the requirements of the ICDR Regulations.

x. The relevant date on the basis of which price has been arrived at:

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the Equity Shares and Warrants is Thursday May 07, 2026, being the date 30 days prior to the date of Extraordinary General Meeting i.e. June 06, 2026

xi. The class or classes of persons to whom the allotment is proposed to be made:

The Preferential issue of Equity Shares and Warrants is proposed to be made to Non-Promoter person/entities and Promoters respectively


xii. Intention of Promoters, directors or key managerial personnel or senior management to subscribe to the offer:

None of the Promoters, Directors and Key Managerial Personnel are interested in subscribing to the equity shares. Except, Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Promoters of the company have shown its intention to subscribe to the present preferential allotment of warrants convertible to equivalents number of equity shares.

xiii. The proposed time within which the allotment shall be completed:

Under Regulation 170 of the SEBI (ICDR) Regulations, Preferential Allotment of the Equity Shares and Warrants is required to be completed within a period of 15 (fifteen) days from the date of passing of the special resolution of the shareholders of the Company or within the statutory time limits prescribed by the regulatory authorities subject to all the necessary approvals being in place. If any approval or permissions by any regulatory or statutory authority or the Central Government for allotment is pending, the period of 15 (fifteen) days shall commence from the date of such approval or permission being obtained.

Further, the allotment of the equity shares pursuant to exercise of Warrants shall be completed within a period of 15 (Fifteen) days from the date of such exercise by the respective allottee.

xiv. The percentage (%) of Post Preferential Issue Capital that may be held by allottees and Change in Control, if any, consequent to the Preferential Issue:

Sr. No. Name of Proposed Allottees Category Pre Preferential Issue Holding No. of Equity Shares to be issued No. of Warrants to be issued Post Preferential Issue Holding (assuming full conversion of Warrants)
No. of Equity Shares % No. of Equity Shares %
1. Abakkus Diversified Alpha Fund Non Promoter - - 64,28,571 - 64,28,571 1.92
2. Abakkus Diversified Alpha Fund-2 Non Promoter - - 54,76,190 - 54,76,190 1.64
3. Siddharth Shah Non Promoter - - 7,14,285 - 7,14,285 0.21
4. Singularity Equity Fund II Non Promoter - - 11,90,476 - 11,90,476 0.36

5. Jaideep Narendra Sampat (HUF) Non Promoter - - 15,00, 000 - 15,00, 000 0.45
6. Ankit Babel Non Promoter - - 11,90, 476 - 11,90, 476 0.36
7. Preksh Finserve Private Limited Non Promoter - - 16,66, 666 - 16,66, 666 0.50
8. Subhkam Ventures (I) Private Limited Non Promoter - - 23,81, 000 - 23,81, 000 0.71
9. Medallion Advisory LLP Non Promoter - - 5,00,0 00 - 5,00,0 00 0.15
10. Sharad Narayanlal Sarda Non Promoter - - 9,50,0 00 - 9,50,0 00 0.28
11. Sanjay Aggarwal Promoter 1,42,9 2,013 4.68 - 36,00,000 1,78,9 2,013 5.35
12. Sandeep Aggarwal Promoter 1,42,3 0,033 4.66 - 36,00,000 1,78,3 0,033 5.33

There shall be no change in the management or control of the Company pursuant to the proposed issue and allotment of Equity Shares and Warrants of the Company.

xv. 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 price:

The Company has not made any other issue or allotment of securities on preferential basis during the year.

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

As the proposed preferential allotment is to be made for cash, the said provision will not be applicable.

xvii. The Shareholding pattern of the Company before and after the allotment of securities under the preferential issue:

The shareholding pattern of the Company before and after the proposed preferential issue is likely to be as follows:


Sr. No/ Category Pre Issue as on 08.05.2026 Post Issue (Assuming conversion of all Warrants to Equity Shares)
A. Promoter Holding No of Shares Held % of share holding No of Shares Held % of share holding
1 Indian
Individual 6,48,75,879 21.24 7,20,75,879 21.54
Bodies corporate 8,52,36,802 27.90 8,52,36,802 25.47
Sub Total 15,01,12,681 49.14 15,73,12,681 47.01
2 Foreign Promoters - --
Sub total (A) 15,01,12,681 49.14 15,73,12,681 47.01
B. Non promoters' holding 15,53,54,690 50.86 17,73,52,354 52.99
1 Institutional Investors 9,99,174 0.33 1,40,94,411 4.21
2. Non Institution 15,43,55,516 50.53 16,32,57,943 48.78
Trust 1081 0.00 1081 0.00
Private corporate bodies (includes LLP) 1,06,98,121 3.50 1,52,45,787 4.56
Directors and relatives Nil Nil Nil Nil
Indian public 12,51,90,076 40.98 12,95,44,837 38.71
Others (including NRIs) 1,84,66,238 6.05 1,84,66,238 5.52
Sub total (B) 15,53,54,690 50.86 17,73,52,354 52.99
Grand Total* 30,54,67,371 100.00 33,46,65,035 100.00
  • No. Of Outstanding ESOP Granted 2,57,557

Notes:
1. The pre-issue shareholding pattern is as of the BENPOS date i.e. May 08, 2026.
2. Post Issue holding is calculated considering the allotment of equity shares under preferential issue & assuming all the warrants issued will be fully converted.

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

Sr. No. Name of the proposed allottee Current Status of proposed Allottee, namely Promoter or Non-Promoter Proposed Status of Allottee (Post the Preferential Issue, namely Promoter or Non-Promoter
1. Abakkus Diversified Alpha Fund Non-Promoter Non-Promoter
2. Abakkus Diversified Alpha Fund-2 Non-Promoter Non-Promoter
3. Siddharth Shah Non-Promoter Non-Promoter
4. Singularity Equity Fund II Non-Promoter Non-Promoter
5. Jaideep Narendra Sampat (HUF) Non-Promoter Non-Promoter
6. Ankit Babel Non-Promoter Non-Promoter
7. Preksh Finserve Private Limited Non-Promoter Non-Promoter
8. Subhkam Ventures (I) Private Limited Non-Promoter Non-Promoter
9. Medallion Advisory LLP Non-Promoter Non-Promoter
10. Sharad Narayanlal Sarda Non-Promoter Non-Promoter
11. Sanjay Aggarwal Promoter Promoter
12. Sandeep Aggarwal Promoter Promoter

xix. Lock-In Period:

The Equity Shares and Warrants to be allotted shall be subject to lock-in for such period as specified under the provisions of relevant Regulation(s) of SEBI (ICDR) Regulations.

The pre preferential holding of the proposed allottees, if any, shall be locked in, under Regulation 167(6) of the SEBI (ICDR) Regulations.

xx. The 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, the percentage of post preferential issue capital that may be held by them:

Other than proposed individual allottees, please find below details of natural persons who are ultimate beneficial owner or who ultimately control the proposed allottees


Name of Investor Identity of Natural Person who are the Ultimate Beneficial Owner of the Shares proposed to be issued Pre Issue Post Issue (Assuming conversion of all Warrants to Equity Shares)
No. of Shares % No. of Shares %
Abakkus Diversified Alpha Fund There is no beneficiaries holding more than 10% of the allottee. Nil Nil 64,28,571 1.92
Abakkus Diversified Alpha Fund-2 Abakkus Diversified Alpha Fund-2 (a scheme of Abakkus Growth Fund SEBI Reg No. IN/AIF3/18-19/0550) a category III AIF having approximately 900 Investor and the details of which are mentioned in the Trust deed which is a confidential document of the fund Nil Nil 54,76,190 1.64
Siddharth Shah Individual Nil Nil 7,14,285 0.21
Singularity Equity Fund II Vistra ITCL (India) Limited Nil Nil 11,90,476 0.36
Jaideep Narendra Sampat (HUF) Jaideep Narendra Sampat Nil Nil 15,00,000 0.45
Ankit Babel Individual Nil Nil 11,90,476 0.36
Preksh Finserve Private Limited Bajrang Bafna Nil Nil 16,66,666 0.50
Subhkam Ventures (I) Private Limited Rakesh S. Kathotia Nil Nil 23,81,000 0.71
Medallion Advisory LLP Bimal J. Parekh Nil Nil 5,00,000 0.15

Sharad Narayanlal Sarda Individual Nil Nil 9,50,000 0.28
Sanjay Aggarwal Individual 1,42,92,013 4.68 1,78,92,013 5.35
Sandeep Aggarwal Individual 1,42,30,033 4.66 1,78,30,033 5.33

xxi. Requirements as to re-computation of price:

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 SEBI (ICDR) Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the SEBI (ICDR) Regulations are not applicable.

However, the Company undertakes to re-compute the price of the Equity Shares/Warrants in terms of the preferential allotment under this resolution as per the provision of the SEBI (ICDR) Regulations, 2018 where it is required to do so. The Company undertakes that if the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, 2018, the specified Securities shall continue to be locked-in till the time such amount is paid by the allottees.

xxii. Disclosure specified in Schedule VI of SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower

Neither the Company nor its Promoters or Directors have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI (ICDR) Regulations. None of its Promoters or Directors are a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

xxiii. Listing:

The Company will make an application to the Stock Exchanges at which the existing shares are already listed, for listing of the Equity Shares and resultant Equity Shares to be allotted pursuant to conversion of the Warrants. The Equity Shares so allotted shall rank pari passu with the existing equity shares of the Company in all respects, including dividend.

xxiv. Valuation report from a Registered valuer along with Name and Address:

The proposed Preferential Issue is not expected to result in a change in control, and further the proposed Preferential Issue does not envisages the allotment of more than 5% (five per cent) of the post-issue fully diluted share capital of the Company to any Proposed Allottee, Therefore the Company is not required to obtain a valuation report from an independent registered valuer for determining the price, in terms of the Regulation 166A of the SEBI ICDR Regulations.

xxv. Practicing Company Secretary’s Certificate:

Practicing Company Secretary, Mr. Nitin Gupta (C.P. No. 14087), have issued a certificate dated May 13, 2026 confirming that the issue of the Equity Shares is being made in accordance with the requirements of the SEBI (ICDR) Regulations.

The copy of the certificate shall be placed in the meeting and Company’s website link for the Certificate is https://paramountcables.com/wp-content/uploads/2026/05/PCS-Certificate-Preferential-Issue.pdf

Principal terms of assets charged as securities:

Not applicable


xxvi. Other Disclosures/Undertaking:

a. The Company is eligible to make the Preferential Issue under Chapter V of the SEBI (ICDR) Regulations;

b. Neither the Company nor its Directors or Promoters have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI (ICDR) Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

c. The proposed allottees have not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date

d. The Company is in compliance with the conditions for continuous listing;

e. The Equity Shares held by the proposed allottees in the Company are in dematerialized form only

The approval of the Members by way of Special Resolution is required in term of the applicable provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations and accordingly the approval of the Members of the Company is being sought.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolutions as set out Item No. 1 & 2 in the accompanying notice for your approvals

None of the Directors or any Key Managerial Personnel(s) of the Company or their respective relatives are concerned or interested financially or otherwise, either directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Company.

Date: 13.05.2026

Registered office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

By order of the Board of Directors
For Paramount Communications Limited

Sd/-
(Rashi Goel)
Company Secretary
Membership Number: F9577