Tembo Global Industries Limited — Proxy Solicitation & Information Statement 2025

Aug 20, 2025

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Date: August 20, 2025

To, The Manager, Listing & Compliance Department

The National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra East, Mumbai – 400051

Symbol: TEMBO

Dear Sir/Madam,

- Subject: Notice of the Extra Ordinary General Meeting of the Members scheduled to be held on Thursday, September 11, 2025 at 12.30 P.M. (IST)

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please take note that the Extra-Ordinary General Meeting of the Members of the Company is scheduled to be held on Thursday, September 11, 2025 at 12.30 P.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”).

The Notice of the Extra-Ordinary General Meeting is uploaded on the company’s website www.tembo.in and enclosed herewith for the reference of members.

Further, the electronic copy of the Notice of the Extra-Ordinary General Meeting has been dispatched / sent to the Members through email on Wednesday, August 20, 2025, whose email were registered with the Company’s Registrar and Share Transfer Agent/ Depositories.

Further, please note the following:

Sr. No.	Particulars	Date
1	Cut-off Date/ Record Date for determining the eligibility of the Members to cast their vote through remote e-voting prior to the meeting ore-voting during the meeting.	Thursday, September 04, 2025
2	Remote e-voting Period	Commenceon Monday, September 08, 2025 at 09.00 A.M. and end onWednesday, September 10, 2025 at 05.00 P.M. (IST).

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

Thanking You,

Yours Faithfully

By order of the Board For Tembo Global Industries Limited

Sd/Sanjay Jashbhai Patel Managing Director DIN- 01958033 Registered Office: -Plot No- PAPD- 146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705

Place: Navi Mumbai Date: August 20, 2025

Encl: Notice of Extra-Ordinary General Meeting

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NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting (“the EGM / the Meeting”) of the Members of M/s. Tembo Global Industries Limited (“the Company”) will be held on Thursday, September 11, 2025 at 12:30 P.M. (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) (“hereinafter referred to as “electronic mode”) to transact the following business:

SPECIAL BUSINESS:

1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT AMENDMENT IN THE MEMORANDUM OF ASSOCIATION:

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

“ RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder, consent of the Members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 22,00,00,000/- (Rupees Twenty Two crores) divided into 2,20,00,000 (Two Crores Twenty Lakhs Only) Equity Shares of Rs. 10/- each (Rupees Ten Only) to Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- each (Rupees Ten Only) ranking pari-passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed thereunder, consent of the Members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place, the following:

“V. The Authorized Share Capital of the Company is Rs. 30,00,00,000 (Rupees Thirty Crores) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten).

RESOLVED FURTHER THAT the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard”

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2. ISSUE OF 40,38,600 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited (“NSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permissions(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Director of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members be and is hereby accorded to create, issue, offer and allot, from time to time in one or more tranches, up 40,38,600 (Forty Lakhs Thirty Eight Thousand Six Hundred Only) Equity Share of the Face Value of Rs. 10/- (Rupees Ten Only) each on a preferential basis, for cash, at an Issue Price of Rs. 492/- (Rupees Four Hundred and Ninety Two Only) including premium of Rs. 482/- (Rupees Four Hundred and Eighty Two Only) each per share which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations (‘Issue Price’) aggregating to an amount not exceeding Rs. 1,98,69,91,200/- (Rupees One Hundred Ninety Eight Crores Sixty Nine Lakhs Ninety One Thousand Two Hundred Only to the following non-promoter individual/entities (hereinafter referred to as the (“Proposed Allottees of Equity Shares”), to the following non-promoter individual/entities (hereinafter referred to as the “Proposed Allottees of Equity Shares”) as detailed in ANNEXURE ‘A’ , determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, on such further terms and conditions as may be finalized by the Board of Directors.

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of ICDR Regulations including Regulation 161, the “Relevant Date” for determining the Floor Price of Equity Shares shall be Tuesday, August 12, 2025, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders of the Company scheduled to be held on Thursday, September 11, 2025.

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RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the following terms and conditions:

• a. The proposed allottees of equity shares shall be required to bring in 100% of the consideration, for the Equity Shares to be allotted, on or prior to the date of allotment thereof, from their respective bank account.

• b. The pre-preferential shareholding of the Proposed Allottee of equity shares, if any, and Equity Shares to be allotted to the Proposed Allottees of equity shares shall be under lockin for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations.

• c. The Equity Shares to be allotted to the Proposed Allottee of equity shares under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• d. The Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing this resolution, provided where the allotment of the Equity Shares is pending on account of the pendency of any approval of such allotment by any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.

• e. Allotment of Equity Shares shall only be made in dematerialized form.

• f. The issue and allotment of Equity Shares shall 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.

• g. 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.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

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 of Directors of the Company or the Company Secretary of the Company, be and are hereby authorized severally on behalf of the Company to take all actions and to do all such acts, deeds, matters and things and perform such actions as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, authorize any person including to seek listing, apply for ‘in-principle’ approval of the Equity Shares to be issued and allotted to the above

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mentioned allottees and to modify, accept and give effect to any modifications in the terms and conditions of the issue as they may deem fit, 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 person 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 utilization of proceeds of the Preferential Issue, 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 pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the proposed allottees and issue a private placement offer cum application letter in the Form PAS-4 to the proposed allottees inviting to subscribe to the Equity shares in accordance with the provisions of the Act.

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be required in connection with the aforesaid resolution, including issue of offer letter, making necessary filings with Stock Exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental / regulatory authorities to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified to be true by anyone of the Directors of the Company or the Company Secretary of the Company be furnished to the appropriate authorities with a request to act thereon.”

3. ISSUE OF 24,00,000 SHARE WARRANTS, CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER AND NONPROMOTER CATEGORY:

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”),

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the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), Bombay Stock Exchange Limited (“BSE”) , National Stock Exchange of India Limited (“NSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permissions(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Director of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members be and is hereby accorded to create, issue, offer and allot, from time to time in one or more tranches, up to 24,00,000 (Twenty Four Lakhs) Share Warrants (“Warrants”) each Warrant convertible into 1 (one) Equity Share of the Face Value of Rs. 10/- (Rupees Ten Only) each on a preferential basis, for cash, at an issue price of Rs. 492/- (Four Hundred and Ninety-Two Only) including premium of Rs. 482/(Rupees Four Hundred and Eighty-Two Only) each per Warrant at the price determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations (‘Warrant Issue Price’) aggregating to an amount not exceeding Rs. 118,08,00,000/- (Rupees One Hundred Eighteen Crores and Eight Lakhs Only ), to the following promoter and non-promoter individual/entities (hereinafter referred to as the “Proposed Allottees of Share Warrant”), entitling the warrant holders to exercise option to convert and get allotted 1 (One) Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company (“Equity Shares”) for each Warrant, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, and in such form and manner and in accordance with the provisions of ICDR Regulations and Takeover 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:

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----- Start of picture text -----

Sr. Names of the Proposed Category No. of Issue Outcome of
No. Allottees of Share (Promoter Shares Price the
Warrants and Non- Warrants (INR) subscription /
Promoter) proposed Investment
to be amount (INR)
issued (up (Approx/
to) maximum.)
1 Fatema Shabbir Kachwala Promoter 6,00,000 492 29,52,00,000
2 Piyush Jashbhai Patel Promoter 5,00,000 492 24,60,00,000
3 Sanjay Patel Holdings Promoter 492
1,00,000
Private Limited 4,92,00,000
4 Non- 492
Mohammed Abdul Nayeem 12,00,000 59,04,00,000
Promoter
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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of ICDR Regulations including Regulation 161, the “Relevant Date” for determining the Floor Price of Equity Shares shall be

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Tuesday, August 12, 2025, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders of the Company scheduled to be held on Thursday, September 11, 2025.

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 apart from the other terms and conditions as prescribed under applicable laws:

• a. 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. 10/- (Rupees Ten Only) each to the Warrant holders;

• b. An amount equal to 25% (Twenty-Five Percent) of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% (Seventy-Five Percent) of the Warrant Issue Price shall be payable by the Warrant Holder(s) on or before the exercise of the entitlement attached to the Warrant(s) to subscribe for the Equity Shares;

• c. The respective Warrant holder shall make payment of Warrant price from their own bank account into to the designated bank account of the Company.

• d. The Warrants shall be exercised in a manner that shall be in compliance with the minimum public shareholding norms prescribed for the Company under the Listing Regulations and the Securities Contract (Regulation) Rules, 1957;

• e. The Warrants themselves until converted into Equity Shares, does not give to the Warrant Holder any rights (including any dividend or voting rights) in the Company in respect of such Warrants.

• f. The Equity Shares to be so allotted upon the 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 respect including dividend, with the existing Equity Shares of the Company;

• g. The Warrants and the Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under Chapter V of the ICDR Regulations from time to time;

• h. The Company shall re-compute the price of the Warrants/ Equity Shares issued upon exercise of the Warrants in terms of the ICDR Regulations, where it is required to do so and the differential price, if any, shall be required to be paid by such Warrant Holders to the Company in accordance with the provisions of the ICDR Regulations;

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• i. The allotment of Warrants pursuant to this resolution shall be completed within a period of 15 (fifteen) days from the passing of this resolution, provided that, where the allotment pursuant to this resolution 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 receipt of last of such approval(s);

• j. 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 allottee; and warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• k. 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.

• l. The Company shall procure the listing and trading approvals for the resulting Equity Shares to be issued and allotted to the Warrant Holders upon exercise of the Warrants are received from the relevant Stock Exchanges in accordance with the ICDR Regulations and the Listing Regulations;

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the proposed allottees and issue a private placement offer cum application letter in the Form PAS-4 to the proposed allottees inviting to subscribe to the Warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted up to exercise of the Warrants held by the Warrant Holders;

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be required in connection with the aforesaid resolution, including issue of offer letter, making necessary filings with Stock Exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental / regulatory authorities to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and

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thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, 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), including making applications to Stock Exchanges for obtaining of in-principle approval, 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 to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of directors or any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the Members and take all steps and decisions in this regard;

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified to be true by anyone of the Directors of the Company or the Company Secretary of the Company be furnished to the appropriate authorities with a request to act thereon.”

By order of the Board For Tembo Global Industries Limited

Sd/-

Sanjay Jashbhai Patel Managing Director DIN- 01958033

Registered Office: -Plot No- PAPD- 146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705

Place: Navi Mumbai Date: August 19, 2025

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NOTES

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) setting out material facts concerning the special business matters, is annexed hereto.

2. Pursuant to General Circulars No.14/2020 dated April 8,2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021,No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022, No. 10/2022 dated December 28, 2022, No. 09/2023 dated September 25, 2023 and the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circulars’),the Company is convening the Extra-Ordinary General Meeting (the EGM/the meeting) through Video Conferencing(VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. The Registered Office of the Company shall be deemed to be the venue for the EGM.Further, Securities and Exchange Board of India (SEBI), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and October 7, 2023 (SEBI Circulars) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations).

3. Pursuant to the provisions of the Companies Act, 2013, 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, however, since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to the Notice.

4. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution / Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution /Authorization shall be sent to the Scrutinizer by email through their registered email address to amitagala123@gmail,com with copies marked to the Company at cs@tembo.in and evoting@nsdl.co.in.

5. Registration of email ID and Bank Account details:

In case the shareholder’s email ID is already registered with the Company/its Registrar & Share Transfer Agent “RTA”/Depositories, the log in details for e-voting are being sent to the registered email address.

In case the shareholder has not registered his/her/their email address with the Company/its RTA/ Depositories and have not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

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• a. Members are requested to send all communications relating to shares, unclaimed dividends, change of address, bank details, email address etc. to the Registrar and Share Transfer Agent:

• BIG SHARE SERVICES PRIVATE LIMITED CIN – U99999MH1994PTC076534 Address: Bharat Tin Works Bldg Opp Vasant Oasis, Makwana Road Marol Andheri East, Mumbai - 400059

Tel.: 02262638200 E-mail: bss.compliance@bigshareonline.com

Website: www.bigshareonline.com

• b. In the case of Shares held in Demat mode: The shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

• The Notice of the EGM is being sent only by electronic mode to those Members whose email addresses are registered with the Company / Depositories in accordance with the aforesaid MCA and SEBI circulars. Members may note that the Notice of EGM will also be available on the Company’s website: www.tembo.in, websites of National Stock Exchange of India Limited at www.nseindia.com and is also available at NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. Members can attend and participate in the Extra-Ordinary General Meeting through VC / OAVM facility only.

• Members attending the meeting through VC / OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.

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

• Members who wish to inspect the Statutory Registers maintained under the Companies Act, 2013 and relevant documents referred to in this Notice of EGM and explanatory statement on the date of EGM in electronic mode can send an email to cs@tembo.in. The Company has been maintaining, inter alia, the statutory registers at its registered office. In accordance with the MCA Circulars, the said registers will be made accessible for inspection through electronic mode and shall remain open and be accessible to any member during the continuance of the meeting.

• Members of the Company holding shares either in physical form or in dematerialized forms as on cut-off date i.e., Thursday, September 04, 2025 , will be entitled to vote on the resolutions proposed in the Notice.

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1. Members are requested to quote their Folio No. or DP ID/ Client ID, in case shares are in physical/ dematerialized form, as the case may be, in all correspondence with the Company / Registrar and Share Transfer Agent.

2. Information relating to e-voting and other instructions are as under:

3. a. 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), the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. The Company has engaged the services of National Securities Depository Limited as the Agency to provide e-voting facility for voting through remote e- Voting, for participation in the EGM through VC/OAVM Facility and e-Voting during the EGM.

4. b. The Board of Directors of the Company has appointed Ms. Amita Karia, Practicing Company Secretaries (FCS 11066; COP 16962) as Scrutinizer to scrutinize the voting and remote e voting process in fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

5. c. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. Thursday, September 04, 2025.

6. d. Remote e-voting will commence at 09:00 A.M. on Monday, September 08, 2025 and will end at 05:00 P.M. on Wednesday, September 10, 2025, when remote e- voting will be blocked by NSDL.

7. The Members can join the EGM 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 through VC/OAVM will be made available for 1000 members on a first come first served basis . This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors and 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 meeting without restriction on account of first come first served basis.

8. Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

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As per SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can 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 to access e-Voting facility.

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

The remote e-voting period begins on Monday, September 08, 2025 at 09:00 A.M. and ends on Wednesday, September 10, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, September 04, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, September 04, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existingUser ID and Password. After successful

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authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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 e-voting is in progress and also able to directly access the system of all e-VotingService Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your

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vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022- 4886 7000 and 022- 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

- B) Login Method for e Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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1. Your User ID details are given below:

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Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold 8 Character DP ID followed by 8 Digit Client ID
shares in demat account with
NSDL. For example, if your DP ID is IN300 and Client
ID is 12 then your user ID is IN30012**.
b) For Members who hold 16 Digit Beneficiary ID
shares in demat account with
CDSL. For example, if your Beneficiary ID is
12** then your user ID is 12**
c) For Members holding shares EVEN Number followed by Folio Number
in Physical Form. registered with the company
For example, if folio number is 001 and EVEN
is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve
the ‘initial password’ which was communicated to you. Once you retrieve your
‘initial password’, you need to enter the ‘initial password’ and the system will
force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company,
your ‘initial password’ is communicated to you on your email ID. Trace the
email sent to you from NSDL from your mailbox. Open the email and open
the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client
ID for CDSL account or folio number for shares held in physical form. The
.pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in
process for those shareholders whose email ids are not registered.
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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.How - to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to amitagala123@gmail.com with a copy marked to evoting@nsdl.com and cs@tembo.in . Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for - procuring user id and password and registration of e mail ids for e voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide 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 cs@tembo.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@tembo.in. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote

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through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the 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 in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e- Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. 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 WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

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

ITEM NO. 1:

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT AMENDMENT IN THE MEMORANDUM OF ASSOCIATION:

The Board of Directors of the Company in its meeting held on August 19, 2025, proposed increase of Authorised Share Capital of the Company from Rs. 22,00,00,000/- (Rupees Twenty Two Crores Only) divided into 2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rs. Ten Only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity shares of Rs. 10/- (Rs. Ten Only) each subject to shareholder’s approval.

It is therefore proposed to increase the Authorised Share Capital of the Company by creation of 80,00,000 (Eighty Lakhs) additional equity shares of Rs. 10/- each ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

As per the provisions of Sections 13 & 61 of the Companies Act, 2013, approval of the shareholders by way of an ordinary resolution is required to be accorded for alteration in the Memorandum of Association and for increasing the Authorised Share Capital of the Company.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection by the shareholders of the company.

Accordingly, the Board recommends the resolutions set out at Item No. 1 seeking approval of the Members for increasing the Authorised Share Capital of the Company and consequential amendment to the Memorandum of Association of the Company

None of the Directors or Key Managerial Personnel of the Company or their respective relatives are in any way concerned or interested, financially or otherwise in the said resolutions.

ITEM NO. 2:

ISSUE OF 40,38,600 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

The Board of Directors of the Company in its meeting held on August 19, 2025, subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of equity shares up to 40,38,600 (Forty Lakhs Thirty Eight Thousand Six Hundred) Equity Shares of a face value of Rs. 10/-(Rupees Ten Only) each of the Company at an

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Issue Price of Rs. 492/- (Rupees Four Hundred and Ninety Two Only) including premium of Rs. 482/- (Rupees Four Hundred and Eighty Two Only) each per Equity Share which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations aggregating to an amount not exceeding Rs. 1,98,69,91,200/- (Rupees One Hundred Ninety Eight Crores Sixty Nine Lakhs Ninety One Thousand Two Hundred Only) to the proposed allottees being persons other than Promoter(s).

Requisite information or details in respect of the proposed Preferential Issue of Equity shares in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”) are as under:

1. The objects of the preferential issue:

The Company intends to utilise the net proceeds from the Preferential Issue (i.e. total proceeds after adjustment of expenses related to the Preferential Issue, if any) (“Net Proceeds”) directly or through its subsidiaries or joint ventures or associates towards: a) investing in the EPC projects

• b) investing in the defence projects

• c) deployment towards working capital requirements.

d) General corporate purpose, as the Board may from time to time decide in the best interest of the Company.

However, the funds to be used for general corporate purposes shall not exceed twenty-five percent of the funds to be raised through this preferential issue.

Utilization of Issue Proceeds

The broad range of intended use of the Issue Proceeds for the above Objects is set out hereinbelow:

Sr. no.	Particulars	Total estimated amount to be utilized. (Amount in Crores **INR) ***	Tentative timeline for utilization of issue proceeds for each of the object
1	EPC projects (Directly or through its subsidiaries)	49.67	2 years
2	Defence Project (Directly or through its subsidiaries)	59.61	2 years

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3	Working Capital	39.74	2 years
4	General Corporate Purposes (Directly or through its subsidiaries)	49.67	2 years
	Total	198.69

* Contingent upon full subscription of offer

The Company shall have exclusive authority over the direct application of the aforementioned Net Proceeds, or alternatively, may opt for deployment through equity/debt contributions to its subsidiaries, joint ventures, or associates, all in accordance with the applicable legal and regulatory frameworks all aimed at fulfilling the objectives outlined in the above-mentioned table within the designated fund allocation thresholds.

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

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap which shall not exceed +/- 10% of the amount specified for that object of size of the Preferential Issue in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022.

As the issue size of the issue exceeds Rs. 100 Crore (Indian Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company shall appoint a monitoring agency to monitor the use of the proceeds of the Preferential Issue (“ Monitoring Agency ”). The Monitoring Agency shall submit a report to our Board as required under the SEBI ICDR Regulations. The Company will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. The Company will indicate instances, if any, of unutilized Net Proceeds in the balance sheet of the Company for the relevant Financial Years.

The Company shall be entitled to invest such proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted under applicable laws.

If the Issue Proceeds are not utilized (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilized in subsequent periods in such manner as may be determined by the Board, in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and

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funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.

2. Particulars of the offer including the maximum number of specified securities to be issued.

Preferential issue of 40,38,600 (Forty Lakhs Thirty Eight Thousand Six Hundred) Equity Shares of face value of Rs. 10/- each at an issue price not exceeding Rs. 492/- (Four Hundred and Ninety-Two Only) including premium of Rs. 482/- (Rupees Four Hundred and Eighty-Two Only)each per Equity Share aggregating to an amount not exceeding Rs. 1,98,69,91,200/(Rupees One Hundred Ninety Eight Crores Sixty Nine Lakhs Ninety One Thousand Two Hundred Only ) in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

3. Relevant Date with reference to which the price has been arrived at:

In terms of the provisions of Chapter V of ICDR Regulations, the relevant date for determining the Minimum Issue Price of Equity shares shall be Tuesday, August 12, 2025, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the Company scheduled to be held, i.e., Thursday, September 11, 2025.

4. Basis on which the price has been arrived at and justifcation for the price (including premium, if any):

The Equity Shares of Company are listed on National Stock Exchange of India Limited (“NSE”). The equity shares are frequently traded in terms of the SEBI ICDR Regulations and 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 Chapter V of the SEBI ICDR Regulations. Further, the Articles of Association of the Company does not contain any article which provides for determination of price in case of preferential issue.

In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the securities may be issued computes to Rs. 491.05/- (Rupees Four Hundred Ninety One and Five paisa Only) per Equity Share, being higher of the following:

• a. the 90 (Ninety) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 472.35/- ;

• b. the 10 (Ten) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 491.05/- ;

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Further a certificate has been obtained from Ms. Amita Karia, Practicing Company Secretary certifying compliance with the Floor Price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of the Chapter V of SEBI ICDR Regulation.

Considering that the proposed allotment is more than 5% of the post issue fully diluted Shares capital of the Company, to the allottees and allottees acting in concert, the pricing of the Equity Shares to be allotted shall be higher of the following parameters: Price determined as per the provisions of the Regulation 164(1) of the SEBI ICDR Regulations, 2018 (in case of frequently traded shares) or Price determined as per provisions of the Regulation 166A(1) of the SEBI ICDR Regulations, 2018. Further, there will be no change in control due to this preferential issue.

Accordingly, the company has obtained Valuation Report dated August 12, 2025 issued by Ms. Binal B. Darji, Independent Registered Valuer (IBBI/RV/02/2021/14321) having office at B/17, Kailash Nagar, Shankar Lane, Kandivali (West), Mumbai- 400067 in accordance with Regulation 164 & 166A of SEBI (Issue of Capital and Disclosures Requirement) Regulations 2018. The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website at www.tembo.in.

Pursuant to the above, the minimum issue price determined in accordance with regulations 164(1) read with regulation 166 and 166A of Chapter V of SEBI ICDR Regulations is Rs. 491.05/- (Rupees Four Hundred Ninety One and Five paisa only).

5. Amount which the Company intends to raise by way of such securities.

The company intends to raise an amount not exceeding Rs. 1,98,69,91,200/- (Rupees One Hundred Ninety Eight Crores Sixty Nine Lakhs Ninety One Thousand Two Hundred Only).

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

None of the directors or Psromoters, Key Management Personnel or Senior management intend to subscribe to the preferential issue.

7. Time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, the Equity Shares shall be allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this Resolution provided that where the allotment of the proposed Equity shares is pending on account of receipt of any approval or permission from any regulatory authority or Government of India,

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the allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of equity shares in dematerialized form.

8. Name of the proposed allottee, class and percentage of post Preferential Issue capital that may be held by them:

The details have been provided in Annexure B forming part of this Notice.

9. The Shareholding pattern of the Company before and after the Preferential Issue:

The shareholding pattern of the Company before and after considering the preferential issues under this Notice is provided in Annexure D forming part of this Notice.

10.Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

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Pan Card of
Names of ultimate beneficial owners
ultimate
Sr. No. Names of the proposed of proposed allottee(s) of equity beneficial
allottee(s) of equity shares shares
owners
1 Infinite Five Ventures
Parin Anilkumar Shah ABVPS5882J
2 Haria Enterprise Harsh Kishor Savla DEDPS9902D
3 Sheetal Enterprises Kajal Mahindra Shah AAIPS4667H
Brillano Ceramico Private
4 ATOPS0119F
Limited Mahesh Raichand Shah
SVK Realty & Investment Amish Vinod Shah ADRPS1071R
5 ADRPS1088E
Manish Sumantilal Shah / Mohit
EPTPS2603H
Kamlesh Shah
ESPI Industries &
6 ATMPC2739D
Chemicals Private Limited Dhruv Chadda
Nova Global
7 Opportunities Fund PCC - AHYPK7551P
Padam Khurana
Touchstone
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Venus Investments VCC - Passport-
8 Venus Stellar Fund Amul M Shah / Bharti Ashok 128719823 /
Totlani AAAPT6784A
Cullinan Opprts Fund
VCC-Cullinan
Passport -
9 Opportunities
Mohanpersad Soovydhee 1622789
Incorporated VCC Sub
Fund I
Veloce Opportunities
10
Fund Jogani Nirav Dineshchandra ABBPJ5166G
Astorne Capital VCC
11 ALOPM9022B
Arven Rohan Madhukar Mota
12 Veloce Innovations LLP ABBPJ5166G
Jogani Nirav Dineshchandra
-
Passport
13 Minerva Ventures Fund
Ghanshyam Hurry 1921021
Altius Finserv Private
14 ACFPB2226A
Limited Pawan Kumar Bansal
-
Passport
1532446
15 Nautilus Private Capital Veeraj Toofany
LTD
Mangalsudha Dealers
16 BDVPD2330R
Private Limited Tapas Das
Smart Horizon
17 AAKFH9799K
Opportunity Fund Heena Parth Shah
18 Ruchas Ventures Priyanka Himanshu Jain BFYPM1771E
Grobiz SME Opportunity
19 ALDPK0991N
Fund Amit Kumar
20 Arham Empower Equity ALOPM9022B
Rohan Madhukar Mota
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21	Infinity Capital Services	Mit Parag Sheth Pranali Bhavin Shah Naren Karani	GXFPS6655P BJYPS3707A AIWPK0610N
22	Quantum Investments	Anand Prakash	AISPP0382J

11.Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of equity shares of the Company.

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

During the financial year, the Company has not allotted any securities on a preferential basis.

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

14.Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a willful defaulter or a fraudulent borrower:

Neither the Company nor its promoters nor the Directors of the Company have been identified as willful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

15.The current and proposed status of the allottee of Equity share post the preferential - issue namely, promoter or non promoter investors:

The details have been provided in Annexure C forming part of this Notice

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

Not applicable

17.Lock-in-period:

The Equity Shares allotted shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations.

The entire pre-preferential allotment shareholding of all the allottees shall be locked-in from the relevant date up to a period of 90 (Ninety) trading days from the date of the trading approval as specified under Regulation 167(6) of the SEBI (ICDR) Regulations.

18.Practicing Company Secretary’s Certifcate:

The certificate from Ms. Amita Karia, Practicing Company Secretary, having her office at Office No. 312, 3rd floor, Kalpataru Avenue, Akurli Rd, opp. ESIS Hospital, Kandivali, Akurli Industry Estate, Kandivali East, Mumbai, Maharashtra 400101, In, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations shall be available for inspection to the Members at the Meeting and is made available on the website of the Company at www.tembo.in

19.Undertaking:

In terms of the ICDR Regulations, the Company hereby undertakes that:

a) It would re-compute the price of the securities specified above in terms of the Provisions of the SEBI (ICDR) Regulations, where it is required to do so.

b) If the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the above specified securities shall continue to be locked in till the time such amount is paid by allottee.

c) The Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI Listing Regulations.

20.Other disclosures:

• 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 willful defaulter or a fraudulent borrower as defined under the SEBI (ICDR) Regulations. None

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of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations;

• c. The proposed allottee of Equity shares has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.

• d. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company but failed to exercise them.

• e. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the listing agreement with the Stock Exchange(s) where the equity shares of the Company are listed.

• f. The issue of Equity Shares after the shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company and shall be made in a dematerialized format only.

• g. The Equity Shares being issued shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

• h. The raising of capital pursuant to the proposed resolution is subject to force majeure circumstances and conditions conducive capital market environment.

Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for authorizing the Board of Directors of the Company to create, offer, issue and allot Equity Shares as specifically described in the resolutions set out at Item No.: 02 of this Notice.

The Board of Directors believes that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in the Item No.: 02 in the accompanying notice for approval by the Members.

None of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

ITEM NO. 3:

ISSUE OF 24,00,000 SHARES WARRANTS CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER AND NON-PROMOTER

CATEGORY:

The Board of Directors of the Company in its meeting held on August 19, 2025, subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of Share Warrants up to 24,00,000(Twenty Four Lakhs) Shares warrants convertible into equity shares of a face value of Rs. 10/- (Rupees Ten Only) each of the Company at an Issue Price of Rs. 492/- (Rupees Four Hundred and Ninety Two Only) including premium of Rs. 482/- (Rupees Four Hundred and Eighty Two Only) each per Share Warrants which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations aggregating to an amount not exceeding Rs. 118,08,00,000/- (Rupees One Hundred Eighteen Crores and Eight Lakhs Only ) to the proposed allottees being Promoter(s) and Non-Promoters.

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Requisite information or details in respect of the proposed Preferential Issue of Warrants in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”) are as under:

1. The objects of the preferential issue:

The Company intends to utilise the net proceeds from the Preferential Issue (i.e. total proceeds after adjustment of expenses related to the Preferential Issue, if any) (“Net Proceeds”) directly or through its subsidiaries or joint ventures or associates towards: a) investing in the EPC projects

• b) investing in the defence projects

• c) deployment towards working capital requirements.

• d) General corporate purpose, as the Board may from time to time decide in the best interest of the Company.

However, the funds to be used for general corporate purposes shall not exceed twenty-five percent of the funds to be raised through this preferential issue.

Utilization of Issue Proceeds

Given that the funds to be received against Warrant conversion will be in tranches and the quantum of funds required on different dates may vary, therefore, the broad range of intended use of the Issue Proceeds for the above Objects is set out hereinbelow:

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Sr. Particulars Total estimated Tentative timeline for
no. amount to be utilization of issue
utilized. proceeds for each of
the object
(Amount in Crores
INR)
EPC projects (Directly or through its
1 29.52 2 years
subsidiaries)
Defence Project (Directly or through its
2 35.42 2 years
subsidiaries)
3 Working Capital 23.62 2years
General Corporate Purposes (Directly or
4 29.52 2 years
through its subsidiaries)
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Total 118.08

* Contingent upon full subscription of offer and considering 100% conversion of Warrants into Equity Shares

The Company shall have exclusive authority over the direct application of the aforementioned Net Proceeds, or alternatively, may opt for deployment through equity/debt contributions to its subsidiaries, joint ventures, or associates, all in accordance with the applicable legal and regulatory frameworks all aimed at fulfilling the objectives outlined in the above-mentioned table within the designated fund allocation thresholds.

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

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap which shall not exceed +/- 10% of the amount specified for that object of size of the Preferential Issue in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022.

As the issue size of the issue exceeds Rs. 100 Crore (Indian Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company shall appoint a monitoring agency to monitor the use of the proceeds of the Preferential Issue (“ Monitoring Agency ”).The Monitoring Agency shall submit a report to our Board as required under the SEBI ICDR Regulations. The Company will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. The Company will indicate instances, if any, of unutilized Net Proceeds in the balance sheet of the Company for the relevant Financial Years.

2. Particulars of the offer including the maximum number of specified securities to be issued.

Preferential issue of 24,00,000 (Twenty Four Lakhs) Share Warrants of face value of Rs. 10/each at an issue price not exceeding Rs. 492/- (Four Hundred and Ninety-Two Only) including premium of Rs. 482/- (Rupees Four Hundred and Eighty-Two Only) each per Share Warrant aggregating to an amount not exceeding Rs. 118,08,00,000/- (Rupees One Hundred Eighteen Crores and Eight Lakhs Only ) in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

3. Relevant Date with reference to which the price has been arrived at:

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In terms of the provisions of Chapter V of ICDR Regulations, the relevant date for determining the Minimum Issue Price of Share Warrants shall be Tuesday, August 12, 2025, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the Company scheduled to be held, i.e., Thursday, September 11, 2025.

4. Basis on which the price has been arrived at and justifcation for the price (including premium, if any):

The Equity Shares of Company are listed on National Stock Exchange of India Limited (“NSE”). The equity shares are frequently traded in terms of the SEBI ICDR Regulations and 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 Chapter V of the SEBI ICDR Regulations. Further, the Articles of Association of the Company does not contain any article which provides for determination of price in case of preferential issue.

In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the securities may be issued computes to Rs. 491.05/- (Rupees Four Hundred Ninety One and Five paisa Only) per Equity Share, being higher of the following:

• c. the 90 (Ninety) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 472.35/- ;

• d. the 10 (Ten) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 491.05/- ;

Further a certificate has been obtained from Ms. Amita Karia, Practicing Company Secretary certifying compliance with the Floor Price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of the Chapter V of SEBI ICDR Regulation.

Considering that the proposed allotment is more than 5% of the post issue fully diluted Shares capital of the Company, to the allottees and allottees acting in concert, the pricing of the Share Warrants to be allotted shall be higher of the following parameters: Price determined as per the provisions of the Regulation 164(1) of the SEBI ICDR Regulations, 2018 (in case of frequently traded shares) or Price determined as per provisions of the Regulation 166A(1) of the SEBI ICDR Regulations, 2018. Further, there will be no change in control due to this preferential issue.

Accordingly, the company has obtained Valuation Report dated August 12, 2025 issued by Ms. Binal B. Darji, Independent Registered Valuer (IBBI/RV/02/2021/14321) having office at B/17, Kailash Nagar, Shankar Lane, Kandivali (West), Mumbai- 400067 in accordance with

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Regulation 164 & 166A of SEBI (Issue of Capital and Disclosures Requirement) Regulations 2018. The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website at www.tembo.in.

Pursuant to the above, the minimum issue price determined in accordance with regulations 164(1) read with regulation 166 and 166A of Chapter V of SEBI ICDR Regulations is Rs. 491.05/- (Rupees Four Hundred Ninety One and Five paisa only).

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

5. Amount which the Company intends to raise by way of such securities.

The company intends to raise an amount not exceeding Rs. 118,08,00,000/- (Rupees One Hundred Eighteen Crores and Eight Lakhs Only.

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

The following Directors & promoters’ intent to participate and subscribe to the preferential offer:

Name of the Proposed Allottee	Category (Promoter/ Non - Promoter)	No. of securities to be allotted
Fatema Shabbir Kachwala	Promoter and Director	6,00,000
Piyush Jashbhai Patel	Promoter	5,00,000
Sanjay Patel Holdings Private Limited	Promoter	1,00,000

Except for the above, none of the directors, promoters, Key Management Personnel or Senior Management of the Company intend to subscribe to the preferential issue.

7. Time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, the Warrants shall be allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this Resolution provided that where the allotment of the proposed Warrants is pending on account of receipt of any approval or permission from any regulatory authority or Government of India, the allotment

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shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of share warrants in dematerialized form.

8. Name of the proposed allottee, class and percentage of post Preferential Issue capital that may be held by them:

Sr. No	Name of the Proposed Allottee of Share Warrants	PAN card of allottees	Class (Promo ter/No n- Promot er)	Pre-preferential Issue Shareholding	Pre-preferential Issue Shareholding	Issue of Warrant s (Present Issue) (No.)	Post Issue Shareholding after Conversion of Warrants*	Post Issue Shareholding after Conversion of Warrants*
				No. of Shares	% of Share holding#		No. of Shares	% of Share holding
1.	Fatema Shabbir Kachwala	AQUPK4999C	P	3354200	21.69	6,00,000	3954200	17.41
2.	Piyush Jashbhai Patel	AAFPP6533Q	P	5,66,000	3.66	5,00,000	1066000	4.69
3.	Sanjay Patel Holdings Private Limited	ABOCS0346R	P	0	0	1,00,000	1,00,000	0.44
4.	Mohammed Abdul Nayeem (Chairman, Masah Group, Saudi Arabia)	AZMPM0861C	NP	0	0	12,00,000	12,00,000	5.28

#calculated on basis of the actual current shareholding

* The post shareholding pattern figures are derived under the assumption that

(1) all proposed equity shares will be subscribed in accordance with the shareholders' resolution No. 2

(2) all proposed share warrants in accordance with Resolution No. 3 shall be subscribed, and warrants will subsequently be exercised or converted into equity shares.

(3) the 810,000 Share warrants approved by members on October 1, 2024 shall be exercised or converted into equity shares.

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9. The Shareholding pattern of the Company before and after the Preferential Issue:

The shareholding pattern of the Company before and after considering the preferential issues under this Notice is provided in Annexure D forming part of this Notice.

10.Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

Sr. No.	Names of the proposed allottee(s) of share warrants	Names of ultimate beneficial owners of proposed allottee(s) of share warrants	Pan Card of ultimate beneficial owners
1	Sanjay Patel Holdings Private Limited	Sanjay Patel	AAJPP2657H

11.Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Warrants and including the conversion thereof into Equity Shares of the Company.

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

During the financial year, the Company has not allotted any securities on a preferential basis.

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

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have been continued to be locked in till the time such amount would have paid by the Proposed Allottees.

14.Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a willful defaulter or a fraudulent borrower:

Neither the Company nor its promoters nor the Directors of the Company have been identified as willful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

15.The current and proposed status of the allottee of share warrant post the preferential - issue namely, promoter or non promoter investors:

Sr. No.	Names of the Proposed Allottees of Share Warrant	Current Status of the Proposed Allottee of Share Warrant	Proposed Status of the Proposed Allottee post the preferential issue
1	Fatema Shabbir Kachwala	Promoter	Promoter
2	Piyush Jashbhai Patel	Promoter	Promoter
3	Sanjay Patel Holdings Private Limited	Promoter	Promoter
4	Mohammed Abdul Nayeem (Chairman, Masah Group, Saudi Arabia)	Non- Promoter	Non-Promoter

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

Not applicable

17.Lock-in-period:

The Share warrants allotted shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations.

The entire pre-preferential allotment shareholding of all the allottees shall be locked-in from the relevant date up to a period of 90 (Ninety) trading days from the date of the allotment of Warrants as specified under Regulation 167(6) of the SEBI (ICDR) Regulations.

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18.Practicing Company Secretary’s Certifcate:

The certificate from Ms. Amita Karia, Practicing Company Secretary, having her office Office No. 312, 3rd floor, Kalpataru Avenue, Akurli Rd, opp. ESIS Hospital, Kandivali, Akurli Industry Estate, Kandivali East, Mumbai, Maharashtra 400101, In, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations shall be available for inspection to the Members at the Meeting and is made available on the website of the Company at www.tembo.in

19.Undertaking:

In terms of the ICDR Regulations, the Company hereby undertakes that:

a) It would re-compute the price of the securities specified above in terms of the Provisions of the SEBI (ICDR) Regulations, where it is required to do so.

b) If the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the above specified securities shall continue to be locked in till the time such amount is paid by allottee.

c) The Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI Listing Regulations.

20.Other disclosures:

• 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 willful 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 allottee of share warrants has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.

• d. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company but failed to exercise them.

• e. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the listing agreement with the Stock Exchange(s) where the equity shares of the Company are listed.

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• f. The issue of Equity Shares after the shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company and shall be made in a dematerialized format only.

• g. The Equity Shares being issued after the conversion of share warrants shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

• h. The raising of capital pursuant to the proposed resolution is subject to force majeure circumstances and conditions conducive capital market environment.

Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for authorizing the Board of Directors of the Company to create, offer, issue and allot convertible warrants as specifically described in the resolutions set out at Item No.: 03 of this Notice.

The Board of Directors believes that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in the Item No.: 03 in the accompanying notice for approval by the Members.

Except Ms. Fatema Shabbir Kachwala, Mr. Sanjay Jashbhai Patel and Piyush Jashbhai Patel, to the extent of their respective shareholding, none of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

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Annexure A

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Sr. Name of the Promoter NO of shares Issue Price Outcome of the
no. Investors/proposed allottees (P)/Non (up to) subscription /
Promoter (NP) Investment amount
(INR) (Approx.)
1. Minerva Ventures Fund NP 609,750 492 299,997,000
2. Venus Investments VCC - Venus NP
269,985,000
Stellar Fund 548,750 492
3. Altius Finserv Private Limited NP 508,125 492 249,997,500
4. Nova Global Opportunities Fund NP
406,500 199,998,000
PCC - Touchstone 492
5. Cullinan Opprts Fund VCC-
Cullinan Opportunities 71,340,000
NP
Incorporated VCC Sub Fund I 145,000 492
6. Veloce Innovations LLP NP 142,275 492 69,999,300
7. Veloce Opportunities Fund NP 101,625 492 49,999,500
8. Sameer Madhukar Chandurkar NP 101,625 492 49,999,500
9. Quantum Investments NP 100,000 492 49,200,000
10. Siddharth Abhaikumar Nahar NP 91,450 492 44,993,400
11. Sandeep Singh NP 81,300 492 39,999,600
12. Astorne Capital VCC Arven NP 50,800 492 24,993,600
13. Nawaz Singhania NP 40,650 492 19,999,800
14. Shah Dhiren Mahendrakumar NP 40,650 492 19,999,800
15. Nautilus Private Capital LTD NP 40,650 492 19,999,800
16. Smart Horizon Opportunity NP
40,650 19,999,800
Fund 492
17. Grobiz SME Opportunity Fund NP 40,650 492 19,999,800
18. Shwetal Prateek Kothari NP 30,000 492 14,760,000
19. Neeta Navin Nagda NP 20,325 492 9,999,900
20. Haria Enterprise NP 20,325 492 9,999,900
21. SVK Realty & Investment NP 20,325 492 9,999,900
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22. Suruchi Singhania NP 20,325 492 9,999,900
23. Darshan Kirtikumar Shah NP 20,325 492 9,999,900
24. Gopal Sharma NP 20,325 492 9,999,900
25. Rekha Hura NP 20,325 492 9,999,900
26. Hari Thayrajan NP 20,000 492 9,840,000
27. Anahaita Shah NP 20,000 492 9,840,000
28. Syed Akbar Ul Haque NP 20,000 492 9,840,000
29. Sanjay Arvind Mehta NP 20,000 492 9,840,000
30. Sunayna Salthanat Saleheen NP 15,000 492 7,380,000
31. Zeenat Faizan Memon NP 15,000 492 7,380,000
32. Hussain Mustafa Furniturewala NP 15,000 492 7,380,000
33. Kirti Deep NP 11,175 492 5,498,100
34. Ashokkumar Vasantlal Shah NP 10,150 492 4,993,800
35. Hemant Hansraj Maru NP 10,150 492 4,993,800
36. Piyush Jadavji Vora NP 10,150 492 4,993,800
37. Bhairav M Vyas NP 10,150 492 4,993,800
38. Infinite Five Ventures NP 10,150 492 4,993,800
39. Sukumar Ramachandran Nair NP 10,150 492 4,993,800
40. Vaishali Parin Shah NP 10,150 492 4,993,800
41 Alpa Sunil Chheda NP 10,150 492 4,993,800
42. Rahul Talakshi Nagda NP 10,150 492 4,993,800
43. Nehal Rahul Nagda NP 10,150 492 4,993,800
44. Sheetal Enterprises NP 10,150 492 4,993,800
45. Nayana Prasad Vaidya NP 10,150 492 4,993,800
46. Ajay Suresh Sawhney NP 10,150 492 4,993,800
47. Niranjan Ratanshi Sachade NP 10,150 492 4,993,800
48. Jayshree Rajesh Vora NP 10,150 492 4,993,800
49. Kavita Samir Chheda NP 10,150 492 4,993,800
50. Sunil Veljibhai Saiya NP 10,150 492 4,993,800
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51. Hansa Deepak Chheda NP 10,150 492 4,993,800
52. Mahesh Raichand Shah NP 10,150 492 4,993,800
53. Brillano Ceramico Private NP
10,150 4,993,800
Limited 492
54. Ketan K Shah NP 10,150 492 4,993,800
55. ESPI Industries & Chemicals NP
10,150 4,993,800
Private Limited 492
56. Dr Mehernosh Rustom Sidhwa NP 10,150 492 4,993,800
57. Jay Patel NP 10,150 492 4,993,800
58. Shantanu Agarwal NP 10,150 492 4,993,800
59. Prabodh Agarwal NP 10,150 492 4,993,800
60. Piyush Mahasukhlal Shah NP 10,150 492 4,993,800
61. Shrey Piyush Shah NP 10,150 492 4,993,800
62. Shreepriya Chaudhary NP 10,150 492 4,993,800
63. Aarnav Chaudhary NP 10,150 492 4,993,800
64. Varun Rajeev Jain NP 10,150 492 4,993,800
65. Anita Rajeev Jain NP 10,150 492 4,993,800
66. Nandini Arora NP 10,150 492 4,993,800
67. Chandan Rajkamal Gupta NP 10,150 492 4,993,800
68. Chapre Maroti Gangaram NP 10,150 492 4,993,800
69. Mangalsudha Dealers Private NP
10,150 4,993,800
Limited 492
70. Vineet Gupta NP 10,150 492 4,993,800
71. Jasmeet Singh Budhiraja NP 10,150 492 4,993,800
72. Gargee Tamal Sen NP 10,150 492 4,993,800
73. Jyoti Jain NP 10,150 492 4,993,800
74. Harrmit Dillon NP 10,150 492 4,993,800
75. Pooja Dayaldas Khemani NP 10,150 492 4,993,800
76. Mayank Singh NP 10,150 492 4,993,800
77. Shalin Trivedi NP 10,150 492 4,993,800
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78. Ankur Gupta NP 10,150 492 4,993,800
79. Ashish Gupta NP 10,150 492 4,993,800
80. Sachin Balkrishna Ramdasi NP 10,150 492 4,993,800
81. Amit Rajvanshi NP 10,150 492 4,993,800
82. Rahul Sehgal NP 10,150 492 4,993,800
83. Saket Khare NP 10,150 492 4,993,800
84. Sushant Sachdeva NP 10,150 492 4,993,800
85. Purva Gupta NP 10,150 492 4,993,800
86. Kopal Chourey NP 10,150 492 4,993,800
87. Sumit Rajvanshi NP 10,150 492 4,993,800
88. Deepak Raichand Karani NP 10,000 492 4,920,000
89. Arham Empower Equity NP 10,000 492 4,920,000
90. Infinity Capital Services NP 10,000 492 4,920,000
91. Tasneem Shabbir Mahimwalla NP 10,000 492 4,920,000
92. Adeshh Radhakishan Mantri NP 10,000 492 4,920,000
93. Sarla Devi Dogra NP 6,050 492 2,976,600
94. Ruchas Ventures NP 5,475 492 2,693,700
95. Sagar Doshi NP 5,075 492 2,496,900
96. Saba Arif Memon NP 5,000 492 2,460,000
97. Huzaifa Zainuddin NP
5,000 2,460,000
Mandsaurwala 492
98. Vijayabala Anand NP 5,000 492 2,460,000
99. Nemchand Laxmichand Dedhia NP 5,000 492 2,460,000
100 NP 492
Deep Haria 5,000 2,460,000
.
TOTAL 40,38,600 1,98,69,91,200/-
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Annexure B

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Sr. Names of the PAN Class Pre-Issue Shareholding Issue of
No. Proposed (Promoter/No No. of Shares Equity Post Issue Shareholding
Allottees of n- (Present after issue of
Equity Shares Promo Issue) securities
ter)
No. of Shares % of No. of % of Share
Share Shares holding
holding#
1. Minerva AAQCM6132Q NP 0 0
609,750 609,750
Ventures Fund 2.68
2. Venus AALCV0846M NP 0 0
Investments
VCC - Venus
Stellar Fund 548,750 548,750 2.42
3. Altius Finserv ACFPB2226A NP 0 0
508,125 508,125
Private Limited 2.24
4. Nova Global AAICN7211R NP 0 0
Opportunities
406,500 406,500
Fund PCC -
Touchstone 1.79
5. Cullinan Opprts AAMCC2456P 0 0
Fund VCC-
NP
Cullinan
Opportunities
Incorporated
VCC Sub Fund I 145,000 145,000 0.64
6. Veloce AASFV8199H NP 0 0
Innovations LLP 142,275 142,275 0.63
7. Veloce AAETB3413G NP 0 0
Opportunities 101,625 101,625
Fund 0.45
8. Sameer AABPC4600P NP 0 0
Madhukar 101,625 101,625
Chandurkar 0.45
9. Quantum AABFQ3230F NP 0 0
100,000 100,000
Investments 0.44
10. Siddharth ACAPN8327K NP 0 0
Abhaikumar 91,450 91,450
Nahar 0.40
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11. Sandeep Singh BDMPS0839R NP 0 0 81,300 81,300 0.36
12. Astorne Capital AAZCA1579J NP 0 0
50,800 50,800
VCC Arven 0.22
13. Nawaz Singhania AFGPM2417N NP 0 0 40,650 40,650 0.18
14. Shah Dhiren BEEPS4980Q NP 0 0
40,650 40,650
Mahendrakumar 0.18
15. Nautilus Private AAJCT7456M NP 0 0
40,650 40,650
Capital LTD 0.18
16. Smart Horizon ABJTS0503Q NP 0 0
Opportunity 40,650 40,650
Fund 0.18
17. Grobiz SME AAETG7222L NP 0 0
Opportunity
Fund 40,650 40,650 0.18
18. Shwetal Prateek AADPM2608K NP 0 0
30,000 30,000
Kothari 0.13
19. Neeta Navin AACPN1420H NP 0 0
20,325 20,325
Nagda 0.09
20. Haria Enterprise AALFH1105L NP 16,500 0.11 20,325 36,825 0.16
21. SVK Realty & AFJFS0750D NP 0 0
20,325 20,325
Investment 0.09
22. Suruchi BCGPS1764L NP 0 0
20,325 20,325
Singhania 0.09
23. Darshan AAYPS6029F NP 0 0
Kirtikumar Shah 20,325 20,325 0.09
24. Gopal Sharma AQCPS7204G NP 0 0 20,325 20,325 0.09
25. Rekha Hura AANPH2404E NP 0 0 20,325 20,325 0.09
26. Hari Thayrajan AHPPD7572G NP 0 0 20,000 20,000 0.09
27. Anahaita Shah AANPS9303H NP 0 0 20,000 20,000 0.09
28. Syed Akbar Ul ABVPH3299N NP 0 0
20,000 20,000
Haque 0.09
29. Sanjay Arvind AACPM8445R NP 0 0
20,000 20,000
Mehta 0.09
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30. Sunayna MVEPS7618R NP 0 0
Salthanat 15,000 15,000
Saleheen 0.07
31. Zeenat Faizan ARXPR2862D NP 0 0
15,000 15,000
Memon 0.07
32. Hussain Mustafa ABDPF7270R NP 0 0
15,000 15,000
Furniturewala 0.07
33. Kirti Deep AHPPD7572G NP 0 0 11,175 11,175 0.05
34. Ashokkumar NP 0 0
10,150 10,150
Vasantlal Shah AFXPS3621K 0.04
35. Hemant Hansraj NP 0 0
Maru AADPM9744L 10,150 10,150 0.04
36. Piyush Jadavji NP 0 0
Vora ABXPV5681Q 10,150 10,150 0.04
37. Bhairav M Vyas AAYPV2872P NP 0 0 10,150 10,150 0.04
38. Infinite Five NP 0 0
Ventures AALFI1630D 10,150 10,150 0.04
39. Sukumar NP 0 0
Ramachandran ADPPR9673Q 10,150 10,150
Nair 0.04
40. Vaishali Parin NP 0 0
Shah AZSPS4801J 10,150 10,150 0.04
41 Alpa Sunil AAFPC0663G NP 21,880 0.14
10,150 32,030
Chheda 0.14
42. Rahul Talakshi NP 0 0
Nagda AEQPN6375K 10,150 10,150 0.04
43. Nehal Rahul NP 0 0
Nagda AKRPV8350P 10,150 10,150 0.04
44. Sheetal AFMFS8591M NP 0 0
10,150 10,150
Enterprises 0.04
45. Nayana Prasad NP 0 0
Vaidya ACHPV2501J 10,150 10,150 0.04
46. Ajay Suresh NP 0 0
Sawhney ANMPS8229C 10,150 10,150 0.04
47. Niranjan NP 0 0
Ratanshi AAVPS6353H 10,150 10,150
Sachade 0.04
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48. Jayshree Rajesh NP 0 0
Vora ACAPV4149D 10,150 10,150 0.04
49. Kavita Samir NP 0 0
Chheda AABPC4651N 10,150 10,150 0.04
50. Sunil Veljibhai NP 0 0
Saiya AAHPS6404R 10,150 10,150 0.04
51. Hansa Deepak NP 0 0
Chheda AACPC4580H 10,150 10,150 0.04
52. Mahesh ATOPS0119F NP 0 0
10,150 10,150
Raichand Shah 0.04
53. Brillano AALCB0133H NP 0 0
Ceramico 10,150 10,150
Private Limited 0.04
54. Ketan K Shah BMPPS9645M NP 0 0 10,150 10,150 0.04
55. ESPI Industries AAACE4541M NP 0 0
& Chemicals 10,150 10,150
Private Limited 0.04
56. Dr Mehernosh AAPPS8124E NP 0 0
10,150 10,150
Rustom Sidhwa 0.04
57. Jay Patel BRGPP5813E NP 0 0 10,150 10,150 0.04
58. Shantanu NP 0 0
Agarwal AIAPA6327Q 10,150 10,150 0.04
59. Prabodh Agarwal AKIPA3870G NP 0 0 10,150 10,150 0.04
60. Piyush NP 0 0
Mahasukhlal AKUPS3009F 10,150 10,150
Shah 0.04
61. Shrey Piyush LDJPS6832H NP 0 0
10,150 10,150
Shah 0.04
62. Shreepriya ARJPC9303N NP 0 0
10,150 10,150
Chaudhary 0.04
63. Aarnav ARJPC9302P NP 0 0
10,150 10,150
Chaudhary 0.04
64. Varun Rajeev AXFPJ4762Q NP 0 0
10,150 10,150
Jain 0.04
65. Anita Rajeev AAMPG5283F NP 0 0
10,150 10,150
Jain 0.04
66. Nandini Arora ESMPA3850G NP 0 0 10,150 10,150 0.04
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67. Chandan AAFPG7030F NP 0 0
10,150 10,150
Rajkamal Gupta 0.04
68. Chapre Maroti AJNPC7414L NP 0 0
10,150 10,150
Gangaram 0.04
69. Mangalsudha AAHCM8127G NP 0 0
Dealers Private 10,150 10,150
Limited 0.04
70. Vineet Gupta AEDPG0783P NP 0 0 10,150 10,150 0.04
71. Jasmeet Singh AESPB5847A NP 0 0
10,150 10,150
Budhiraja 0.04
72. Gargee Tamal CJTPS0835B NP 0 0
10,150 10,150
Sen 0.04
73. Jyoti Jain AHAPJ9474G NP 0 0 10,150 10,150 0.04
74. Harrmit Dillon AGFPD5785Q NP 0 0 10,150 10,150 0.04
75. Pooja Dayaldas BPJPK0024F NP 280 0.001
10,150 10,430
Khemani 0.05
76. Mayank Singh BRDPS8757F NP 0 0 10,150 10,150 0.04
77. Shalin Trivedi AEEPT9333f NP 0 0 10,150 10,150 0.04
78. Ankur Gupta AHHPG4785C NP 401 0.002 10,150 10,551 0.05
79. Ashish Gupta AIQPA9901L NP 0 0 10,150 10,150 0.04
80. Sachin AEUPR1059Q NP 1000 0.006
Balkrishna 10,150 11,150
Ramdasi 0.05
81. Amit Rajvanshi AEIPR3760A NP 0 0 10,150 10,150 0.04
82. Rahul Sehgal BAUPS6962C NP 0 0 10,150 10,150 0.04
83. Saket Khare APUPK6661E NP 0 0 10,150 10,150 0.04
84. Sushant BBPPS2123H NP 0 0
10,150 10,150
Sachdeva 0.04
85. Purva Gupta AEUPG2330M NP 0 0 10,150 10,150 0.04
86. Kopal Chourey AIDPC1589K NP 0 0 10,150 10,150 0.04
87. Sumit Rajvanshi AFBPR9245J NP 0 0 10,150 10,150 0.04
88. Deepak AFVPK3530P NP 0 0
10,000 10,000
Raichand Karani 0.04
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89. Arham Empower AARAA8320R NP 0 0
10,000 10,000
Equity 0.04
90. Infinity Capital AAKFI9945C NP 0 0
10,000 10,000
Services 0.04
91. Tasneem AAIPM2356B NP 0 0
Shabbir 10,000 10,000
Mahimwalla 0.04
92. Adeshh ABPPM8450Q NP 0 0
Radhakishan 10,000 10,000
Mantri 0.04
93. Sarla Devi Dogra AWBPB2559C NP 0 0 6,050 6,050 0.03
94. Ruchas Ventures ABJFR6752J NP 0 0 5,475 5,475 0.02
95. Sagar Doshi AGHPD5331L NP 0 0 5,075 5,075 0.02
96. Saba Arif Memon NP 0 0 5,000 5,000 0.02
97. Huzaifa BYDPM6261K NP 0 0
Zainuddin 5,000 5,000
Mandsaurwala 0.02
98. Vijayabala AGIPA4359G NP 0 0
5,000 5,000
Anand 0.02
99. Nemchand NP 0 0
Laxmichand AHJPD7153R 5,000 5,000
Dedhia 0.02
100. Deep Haria AGQPH2112L NP 0 0 5,000 5,000 0.02
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#calculated on basis of the actual current shareholding

* The post shareholding pattern figures are derived under the assumption that

(1) all proposed equity shares will be subscribed in accordance with the shareholders' resolution No. 2 (2) all proposed share warrants in accordance with Resolution No. 3 shall be subscribed, and warrants will subsequently be exercised or converted into equity shares.

(3) the 810,000 Share warrants approved by members on October 1, 2024 shall be exercised or converted into equity shares.

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Annexure C

(P: Promoter and NP: Non-Promoter)

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Current Status of Proposed Status of the
Sr. Names of the Proposed Allottees of the Proposed Proposed Allottee of
No. Equity Shares Allottee of equity equity shares post the
shares preferential issue
1. Minerva Ventures Fund Non- Promoter Non-Promoter
2. Venus Investments VCC - Venus Stellar
Non- Promoter Non-Promoter
Fund
3. Altius Finserv Private Limited Non- Promoter Non-Promoter
4. Nova Global Opportunities Fund PCC -
Non- Promoter Non-Promoter
Touchstone
5. Cullinan Opprts Fund VCC-Cullinan
Opportunities Incorporated VCC Sub Fund Non- Promoter Non-Promoter
I
6. Veloce Innovations LLP Non- Promoter Non-Promoter
7. Veloce Opportunities Fund Non- Promoter Non-Promoter
8. Sameer Madhukar Chandurkar Non- Promoter Non-Promoter
9. Quantum Investments Non- Promoter Non-Promoter
10. Siddharth Abhaikumar Nahar Non- Promoter Non-Promoter
11. Sandeep Singh Non- Promoter Non-Promoter
12. Astorne Capital VCC Arven Non- Promoter Non-Promoter
13. Nawaz Singhania Non- Promoter Non-Promoter
14. Shah Dhiren Mahendrakumar Non- Promoter Non-Promoter
15. Nautilus Private Capital LTD Non- Promoter Non-Promoter
16. Smart Horizon Opportunity Fund Non- Promoter Non-Promoter
17. Grobiz SME Opportunity Fund Non- Promoter Non-Promoter
18. Shwetal Prateek Kothari Non- Promoter Non-Promoter
19. Neeta Navin Nagda Non- Promoter Non-Promoter
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20. Haria Enterprise Non- Promoter Non-Promoter
21. SVK Realty & Investment Non- Promoter Non-Promoter
22. Suruchi Singhania Non- Promoter Non-Promoter
23. Darshan Kirtikumar Shah Non- Promoter Non-Promoter
24. Gopal Sharma Non- Promoter Non-Promoter
25. Rekha Hura Non- Promoter Non-Promoter
26. Hari Thayrajan Non- Promoter Non-Promoter
27. Anahaita Shah Non- Promoter Non-Promoter
28. Syed Akbar Ul Haque Non- Promoter Non-Promoter
29. Sanjay Arvind
Non- Promoter Non-Promoter
Mehta
30. Sunayna Salthanat Saleheen Non- Promoter Non-Promoter
31. Zeenat Faizan Memon Non- Promoter Non-Promoter
32. Hussain Mustafa Furniturewala Non- Promoter Non-Promoter
33. Kirti Deep Non- Promoter Non-Promoter
34. Ashokkumar Vasantlal Shah Non- Promoter Non-Promoter
35. Hemant Hansraj Maru Non- Promoter Non-Promoter
36. Piyush Jadavji Vora Non- Promoter Non-Promoter
37. Bhairav M Vyas Non- Promoter Non-Promoter
38. Infinite Five Ventures Non- Promoter Non-Promoter
39. Sukumar Ramachandran Nair Non- Promoter Non-Promoter
40. Vaishali Parin Shah Non- Promoter Non-Promoter
41 Alpa Sunil Chheda Non- Promoter Non-Promoter
42. Rahul Talakshi Nagda Non- Promoter Non-Promoter
43. Nehal Rahul Nagda Non- Promoter Non-Promoter
44. Sheetal Enterprises Non- Promoter Non-Promoter
45. Nayana Prasad Vaidya Non- Promoter Non-Promoter
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46. Ajay Suresh Sawhney Non- Promoter Non-Promoter
47. Niranjan Ratanshi Sachade Non- Promoter Non-Promoter
48. Jayshree Rajesh Vora Non- Promoter Non-Promoter
49. Kavita Samir Chheda Non- Promoter Non-Promoter
50. Sunil Veljibhai Saiya Non- Promoter Non-Promoter
51. Hansa Deepak Chheda Non- Promoter Non-Promoter
52. Mahesh Raichand Shah Non- Promoter Non-Promoter
53. Brillano Ceramico Private Limited Non- Promoter Non-Promoter
54. Ketan K Shah Non- Promoter Non-Promoter
55. ESPI Industries & Chemicals Private
Non- Promoter Non-Promoter
Limited
56. Dr Mehernosh Rustom Sidhwa Non- Promoter Non-Promoter
57. Jay Patel Non- Promoter Non-Promoter
58. Shantanu Agarwal Non- Promoter Non-Promoter
59. Prabodh Agarwal Non- Promoter Non-Promoter
60. Piyush Mahasukhlal Shah Non- Promoter Non-Promoter
61. Shrey Piyush Shah Non- Promoter Non-Promoter
62. Shreepriya Chaudhary Non- Promoter Non-Promoter
63. Aarnav Chaudhary Non- Promoter Non-Promoter
64. Varun Rajeev Jain Non- Promoter Non-Promoter
65. Anita Rajeev Jain Non- Promoter Non-Promoter
66. Nandini Arora Non- Promoter Non-Promoter
67. Chandan Rajkamal Gupta Non- Promoter Non-Promoter
68. Chapre Maroti Gangaram Non- Promoter Non-Promoter
69. Mangalsudha Dealers Private Limited Non- Promoter Non-Promoter
70. Vineet Gupta Non- Promoter Non-Promoter
71. Jasmeet Singh Budhiraja Non- Promoter Non-Promoter
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72. Gargee Tamal Sen Non- Promoter Non-Promoter
73. Jyoti Jain Non- Promoter Non-Promoter
74. Harrmit Dillon Non- Promoter Non-Promoter
75. Pooja Dayaldas Khemani Non- Promoter Non-Promoter
76. Mayank Singh Non- Promoter Non-Promoter
77. Shalin Trivedi Non- Promoter Non-Promoter
78. Ankur Gupta Non- Promoter Non-Promoter
79. Ashish Gupta Non- Promoter Non-Promoter
80. Sachin Balkrishna Ramdasi Non- Promoter Non-Promoter
81. Amit Rajvanshi Non- Promoter Non-Promoter
82. Rahul Sehgal Non- Promoter Non-Promoter
83. Saket Khare Non- Promoter Non-Promoter
84. Sushant Sachdeva Non- Promoter Non-Promoter
85. Purva Gupta Non- Promoter Non-Promoter
86. Kopal Chourey Non- Promoter Non-Promoter
87. Sumit Rajvanshi Non- Promoter Non-Promoter
88. Deepak Raichand Karani Non- Promoter Non-Promoter
89. Arham Empower Equity Non- Promoter Non-Promoter
90. Infinity Capital Services Non- Promoter Non-Promoter
91. Tasneem Shabbir Mahimwalla Non- Promoter Non-Promoter
92. Adeshh Radhakishan Mantri Non- Promoter Non-Promoter
93. Sarla Devi Dogra Non- Promoter Non-Promoter
94. Ruchas Ventures Non- Promoter Non-Promoter
95. Sagar Doshi Non- Promoter Non-Promoter
96. Saba Arif Memon Non- Promoter Non-Promoter
97. Huzaifa Zainuddin Mandsaurwala Non- Promoter Non-Promoter
98. Vijayabala Anand Non- Promoter Non-Promoter
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99.	Nemchand Laxmichand Dedhia	Non- Promoter	Non-Promoter
100.	Deep Haria	Non- Promoter	Non-Promoter

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ANNEXURE D

(Shareholding pattern of the Company before and after the Preferential Issue)

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Shareholding Post
Preferential Issue
Pre-Issue Shareholding (as on
(Conversion of warrants
June 30, 2025) (on actual basis)
Sr and preferential issue of
No Category equity shares)
% to total No. of % to total
No. of Equity
share Shares share
Shares held
capital held * capital
A Promoter Group
Promoter and Promoter Group Holding
1 Indian
Individual 6746650 43.62 8656650 38.11
Body Corporate 0 0.00 100000 0.44
Sub-Total 6746650 43.62 8756650 38.55
2 Foreign Promoters 0 0.00 0 0.00
NRI 0 0.00 0 0.00
Sub-Total – A (A1+A2) 6746650 43.62 8756650 38.55
B. NON-PROMOTER HOLDING
1 Institutional Investors
Mutual Funds/ FPI/ AIF 0 0 0 0
Alternative Investment
32500 0.21 215425 0.95
Fund
Insurance Companies 0 0 0 0
Central Government 0 0 0 0
Sub-Total 32500 0.21 215425 0.95
Foreign Portfolio 1768886
8086 0.05 7.79
Investors Category I
Sub-Total - B1 40586 0.26 1984311 8.74
2 Non-Institutional Investors
Individuals 7084511 45.80 9471461 41.70
Body Corporate 806197 5.21 1527697 6.73
Others 789202 5.10 975627 4.29
Sub-Total - B2 8679910 56.12 11974785 52.72
Total (B=B1+B2) 8720496 56.38 13959096 61.45
GRAND TOTAL (A+B) 15467146 100.00 22715746 100.00
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*The shareholding pattern figures are derived under the assumption that

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(1) all proposed equity shares will be subscribed in accordance with the shareholders' resolution No. 2

(2) all proposed share warrants shall be subscribed, and warrants will subsequently be exercised or converted into equity shares in accordance with Resolution No. 3. (3) the 810,000 shares warrants were approved by members on October 1, 2024 shall be exercised or converted into equity shares.

However, if any equity shares or warrants remain unsubscribed or unexercised, the figures will be adjusted accordingly.

By order of the Board For Tembo Global Industries Limited

Sd/-

Sanjay Jashbhai Patel Managing Director DIN- 01958033 Registered Office: -Plot No- PAPD- 146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705

Place: Navi Mumbai Date: August 19, 2025

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