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Trejhara Solutions Limited Proxy Solicitation & Information Statement 2025

Nov 25, 2025

59007_rns_2025-11-25_a6e2fcbd-fb83-469e-82c2-a7bcfce40694.pdf

Proxy Solicitation & Information Statement

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November 25, 2025

To, To, National Stock Exchange of India Limited The BSE Limited, Exchange Plaza’. C-1, Block G, 25th Floor, P. J. Towers, Bandra Kurla Complex, Bandra (E), Fort, Mumbai: 400 001. Mumbai - 400 051. SCRIP CODE: 542233 NSE SYMBOL: TREJHARA

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations - and Disclosure Requirements) Regulations, 2015, Corrigendum to the Notice of Extra Ordinary General Meeting.

In continuation to our intimation dated November 10, 2025, we are submitting herewith the Corrigendum to the Notice of Extra Ordinary General Meeting (“EGM”) scheduled to be held on Wednesday, December 03, 2025 at 11 a.m. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”).

A Corrigendum has been issued to inform the Shareholders of the Company the change in the explanatory statement as set in the EGM Notice. Same is enclosed herewith.

All other particulars and details as mentioned in the EGM Notice shall remain unchanged. The corrigendum shall be read in conjunction with the EGM Notice dated November 05, 2025 together with explanatory statement. This corrigendum is also available on the Company’s website viz. www.trejhara.com and on the website of BSE Limited and National Stock Exchange of India Limited viz www.bseindia.com and www.nseindia.com, respectively.

Thanking you.

Yours faithfully,

For Trejhara Solutions Limited Shardul Digitally signed by Shardul Vidyadhar Vidyadhar Inamdar Inamdar Date: 2025.11.25 15:30:21 +05'30' Shardul Inamdar Company Secretary

Unit No. 601, Sigma IT Park, Phone +91 22 4040 8080 Plot No. R-203, R-204 T.T.C. Fax +91 22 4040 8081 Industrial Estate, Rabale, Navi Mumbai -400701.MH- INDIA

[email protected] www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited

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CORRIGENDUM TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING NO. 01/2025-26

Dear Shareholder,

This corrigendum (“Corrigendum”) is issued in continuation to the notice dated November 05, 2025 (“Notice”) and issued to the Members on November 10, 2025 convening the Extraordinary General Meeting No. 01/202526 of Trejhara Solutions Limited (“Company”) on Wednesday, December 03, 2025 at 11:00 AM (IST), through video conferencing / other audio-visual means, for seeking shareholders’ approval for the matters contained in the Notice.

The Company has applied for In-principal approval with National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) for issue and allotment of 6,11,112 (Six Lakhs Eleven Thousand One Hundred Twelve) Equity Shares and 79,97,000 (Seventy-Nine Lakhs Ninety-Seven Thousand) fully convertible warrants (“Warrants/ Convertible Warrants”) into Equity Shares on preferential basis.

Pursuant to further communication received from the stock exchanges, the Company is issuing this Corrigendum to provide certain amendments, modifications and/or additional information to the disclosures contained in the Explanatory Statement annexed to the Notice. The Notice shall be read in conjunction with this Corrigendum.

All other contents of the Notice, including the text of resolutions, and the Explanatory Statement, save and except as clarified by this Corrigendum, shall remain unchanged. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notice and the Explanatory Statement, as the case may be.

The Company through this communication wishes to bring to the notice of the Shareholders, following changes in the said EGM Notice.

Changes to Explanatory Statement to Item No 2&3

Point 1 of the Explanatory Statement of EGM notice shall be read as under:

Objects of the Preferential Issue:

The proceeds from the Preferential Issue shall be used, inter alia towards Strategic Acquisitions aimed at pursuing inorganic growth opportunities, including the acquisition of entities, assets, or technologies, businesses in the similar or complimentary businesses, Capital Expenditure for setting up of expanded office premises, working capital requirements & general corporate purposes including issue expenses and such other purpose(s) as may be permissible under applicable laws as follows:

Sr. No. Description of Object Estimated
Amount (in
INR
Crores)*
Reason for
providing
Broad
Range,
if
applicable
Tentative
timeline for
utilisation
of issue
proceeds
Mode
in
which
funds will be kept
until utilisation
1. Strategic
Acquisition
aimed
at
pursuing
inorganic
growth
opportunities, including
the
acquisition
of
complementary
businesses, assets, or
technologies
110.00 NA Within 15months
from date of receipt
of funds for the
Equity Shares &
Warrants (as set out
herein)
Funds will be kept
in fixed deposits
with
scheduled
commercial banks,
liquid / debt mutual
funds,
2. Capital Expenditure for
setting up of expanded
office premises
5.00
3. Working Capital 25.93

Trejhara Solutions Limited Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 [email protected] 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 www.trejhara.com Rabale,Navi Mumbai - 400701.MHINDIA.

CIN: L72900MH2017PLC292340

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4. General
Corporate
Purposes
and
Issue
Expenses
45.00

*Estimation which may vary by +/- 10%.

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned Objects may deviate +/10% depending upon the future circumstances, given that the Objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws. Further, the total amount of the issue allocated to the above-stated objects shall not be added to General Corporate Purposes (GCP).

Monitoring the utilisation of funds

In terms of Regulation 162A of the SEBI ICDR Regulations, the Company has identified a Credit Rating Agency duly registered with the SEBI as the monitoring agency to monitor the use of the proceeds of the Issue. The monitoring agency shall submit its report to the Company on a quarterly basis, till 100% of the proceeds of the issue are utilized.

Point 4 of the Explanatory Statement of EGM notice shall be read as under:

Basis or justification for the price (including the premium, if any) has been arrived at:

The Equity Shares of the Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (together referred to as the “Stock Exchanges”). 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 Ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

Pursuant to the provisions of Regulation 164(1) of ICDR Regulations, the floor price shall not be less than higher of the following:

90 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the National Stock Exchange of India Limited (‘NSE’) preceding the Relevant Date: i.e. INR 211.02/- per Equity Share/Warrant;

10 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the National Stock Exchange of India Limited (‘NSE’) preceding the Relevant Date: i.e. INR 215.10/- per Equity Share/Warrant.

In accordance with the provisions enshrined in the Articles of Association of the Company and in compliance with Regulation 166A of SEBI ICDR Regulation has undertaken a valuation as on relevant date i.e. November 03, 2025. The valuation report dated November 05, 2025 has been issued by Mr. Bhavesh M. Rathod, Independent Registered Valuer (Reg. No. IBBI/RV/06/2019/10708), determining the price at INR 215.10 (Rupees Two Hundred Fifteen and Ten Paise).

In terms of the applicable provisions of the SEBI ICDR Regulations, the volume weighted average price (“VWAP”) for the Preferential Issue is INR 215.10 per Equity Share. The price per Equity Share/Warrant to be issued pursuant to the Preferential Issue is fixed at INR 216 per Equity Share/Warrant being not less than the price computed in accordance with Chapter V of the SEBI ICDR Regulations and valuation report obtained from the registered valuer.

Trejhara Solutions Limited Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 [email protected] 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 www.trejhara.com Rabale,Navi Mumbai - 400701.MHINDIA.

CIN: L72900MH2017PLC292340

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A copy of the report issued by the Registered Valuer is available on the website of the Company at Corporate Announcement FY 2025-2026 | Trejhara

Point 8 of the Explanatory Statement of EGM notice shall be read as under:

8. Intention/ Contribution of promoters/ directors/ key managerial personnel to subscribe to the offer:

The promoter and member of the promoter group of the Company have expressed their intention to participate in the proposed preferential issue as a reflection of their commitment and confidence in the Company’s growth prospects. Their participation is also aligned with the Company’s objective of raising funds to support its strategic initiatives.

Except as following, none of promoters, directors or key managerial personnel of the issuer intent to subscribe to the offer:

Sr. No. Name Category Type of Security No. of Security
1 Mr. Paresh Zaveri Promoter Convertible
Warrants
25,00,000
2 Ms. Niharika Zaveri Promoter Group 1,00,000

Point 18 of the Explanatory Statement of EGM notice shall be read as under:

18. Lock-in:

The equity shares to be issued and allotted on preferential basis shall be subject to lock-in as provided in the applicable provisions of the Regulation 167 of the SEBI (ICDR) Regulations.

Further the equity shares to be issued and allotted pursuant to conversion of warrants shall also be subject to lock-in as provided in the applicable provisions of the Regulation 167 of the SEBI (ICDR) Regulations.

The entire pre-preferential shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 90 trading days from the date of trading approval in terms of provisions of Regulation 167(6) of SEBI ICDR Regulations, 2018.

Provided that in case of convertible securities or warrants which are not listed on stock exchanges, the entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 90 trading days from the date of allotment of such securities in terms of provisions of Regulation 167(6) of SEBI ICDR Regulations, 2018.

Point 22 of the Explanatory Statement of EGM notice shall be read as under:

As required in Regulation 163(2) of the SEBI ICDR Regulations, a certificate from CS Deepak Rane (Membership No. ACS 24110), a Practicing Company Secretary, certifying that the Preferential Issue is being made in accordance with the requirements of the SEBI ICDR Regulations, shall be made available for inspection by the Members during the meeting and will also be made available on the Company’s website and will be accessible at link:

  • Corporate Announcement FY 2025 2026 | Trejhara

Point 23 of the Explanatory Statement of EGM notice shall be read as under:

23. Identity of proposed allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and/ or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential issue and the Current and proposed status of the allottee(s) post preferential issues namely, promoter or non-promoter:

Trejhara Solutions Limited Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 [email protected] 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 www.trejhara.com Rabale,Navi Mumbai - 400701.MHCIN: L72900MH2017PLC292340 INDIA.

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Sr.
No
.
Name
of
Investor
Ultimate
Beneficial
Owner
Category
of Investor
PAN Pre-issue
Holding
%
of
sha
res
held
of
pre-
prefe
renti
al
capit
al
No.
of
shares/wa
rrants to
be
allotted
Post-
issue
holding
%
of
share
held of
post
preferen
tial
capital
Equity Shares
1 Mr. Prakash
Shah
-- Non-
Promoter
(Resident
Individual)
AMPPS3514G -- -- 4,09,723 4,09,723 1.28
2 Ms. Suparna
Duttagupta
-- Non-
Promoter
(Resident
Individual)
ADRPD8150C -- -- 2,01,389 2,01,389 0.63
Warrants
1 Mr. Paresh
Zaveri
-- Promoter
(Non
Resident
Individual
AAEPZ5587B 17,59,651 7.49 25,00,000 42,59,651 13.26
2 Ms. Niharika
Zaveri
-- Promoter
Group
(Resident
Individual)
ABJPZ4581F 95,674 0.41 1,00,000 1,95,674 0.61
3 Mr. Ajay
Sarupria
-- Non-
Promoter
(Resident
Individual)
AKMPS1636E 7,00,000 2.98 28,00,000 35,00,000 10.90
4 Ms. Bhakti
Zaveri
-- Non
Promoter
(Resident
Individual)
AAOPZ3573F 500 0.00 5,00,000 5,00,500 1.56
5 Ms. Parul
Parmar
-- Non
promoter
(Resident
Individual)
AJBPP5813E 1,00,010 0.43 5,00,000 6,00,010 1.87
6 Barclays
Wealth
Trustees
India Private
Limited
(Lotus
Family
Trust)
Ms.
Madhuri
Kela
(PAN:ADGPK
4711M)
Trust AABTL4517C -- -- 10,00,000 10,00,000 3.11
7 Bay Business
Consultancy
LLP
Mr. Siddharth
Mehta
(PAN:AQBPM
9747R)
Body
Corporate
AAXFB0692C -- -- 3,00,000 3,00,000 0.93
8 Birch Tree Mr.
Bhavik
Body AANCB2637C -- -- 75,000 75,000 0.23
Trejhara Solutions Limited
Unit No. 601, Sigma IT Park, Plot No. R-
203, R-204 T.T.C. Industrial Estate,
Rabale,Navi Mumbai - 400701.MH-
INDIA.
Phone +91 22 4040 8080
Fax +91 22 4040 8081
[email protected]
www.trejhara.com
CIN: L72900MH2017PLC292340

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Ventures
Private
Limited
Mehta
(PAN:AQUPM
4129J)
Corporate
9 Mr. Ajay
Kumar
Choudhary
-- Non
Promoter
(Resident
Individual)
ACJPC9603L -- -- 50,000 50,000 0.16
10 Ms. Dhara
Baval
-- Non
Promoter
(Resident
Individual)
AIHPB4372k -- -- 50,000 50,000 0.16
11 Whass
Esolutions
Private
Limited
Mr.
Akshay
Widhani
PAN:AAQPW
3231P)
Ms.
Sabena
Widhani
(PAN:AIRPC8
268R)
Body
Corporate
AACCW1245
Q
-- -- 25,000 25,000 0.08
12 Mr. Aditya
Shukla
-- Non
Promoter
(Resident
Individual)
BMOPS5036H 12,329 0.05 25,000 37,329 0.12
13 Ms. Mamta
Hingarh
-- Non
Promoter
(Resident
Individual)
AAAPH8691N -- -- 50,000 50,000 0.16
14. Ms. Genelia
Ritesh
Deshmukh
-- Non
Promoter
(Resident
Individual)
AEMPD5463L -- -- 12,000 12,000 0.04
15. Mr. Neil
Dsouza
-- Non
Promoter
(Resident
Individual)
AACPD2343R 10,000 0.04 10,000 20,000 0.06

*** The pre-preferential shareholding percentages of the proposed allottees have been calculated considering enhanced number of shares post allotment of 89,89,344 equity shares pursuant to Scheme of Amalgamation. (i.e 2,35,05,642 equity shares)**

**The shareholding numbers and percentages indicated under the ‘Post-Preferential Holding’ column have been computed on the assumption that all the warrants proposed to be issued to the respective allottees will be fully converted into equity shares.

By Order of the Board of Directors

Shardul Inamdar Company Secretary

Registered Office: Unit No. 601, Sigma IT Park, Plot No. R-203, R-204, T.T.C. Industrial Estate, Rabale, Navi Mumbai – 400701

Place: Navi Mumbai Date: November 25, 2025

Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 Rabale,Navi Mumbai - 400701.MHINDIA.

[email protected] www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited