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VIKAS LIFECARE LIMITED — Proxy Solicitation & Information Statement 2026
Apr 15, 2026
60454_rns_2026-04-15_9723413a-a01e-4892-831d-17e735a48514.pdf
Proxy Solicitation & Information Statement
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Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
April 15, 2026
Listing Compliance Department National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400051
Listing Compliance Department BSE Limited Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001
NSE Symbol: VIKASLIFE
Scrip Code: 542655
Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Ma’am,
Pursuant to the Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed herewith Notice of Postal Ballot dated April 15, 2026 that has been sent to the members on April 15, 2026 for seeking their approval by means of postal ballot through remote e-voting on the following business items:
| S. No | Description of Resolution(s) | Type of Resolution |
|---|---|---|
| 1 | Alteration of Articles of Association of the Company | Special |
| 2 | Issuance of up to 61,90,62,500 (Sixty-One Crores Ninety Lakhs Sixty- Two Thousand Five Hundred Only) Fully Convertible Warrants (“warrants”) on Preferential Basis to the persons belonging to Promoter/PromoterGroup and Non-Promoter,Public Category |
Special |
| 3 | Increase in Authorized Share Capital of the Company and consequent amendment in the Capital Clause (Clause V) Of Memorandum of Association of the Company |
Ordinary |
The Postl Ballot Notice has been sent to the members holding shares of the Company as on Cut-off date i.e., April 10, 2026, by e-mail to those Members who have already registered their e-mail address with their depository participant/s or the Company’s Registrar and Share Transfer Agent.
The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-voting facility to its Members. The e-voting facility will be available during the following period:
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company )
CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
Commencement of e-Voting Thursday, April 16, 2026 (9.00 AM.) End of e-Voting Friday, May 15, 2026 (5.00 PM)
We request you to kindly take the above information on record and disseminate to all concerned.
Thanking You,
Yours Faithfully,
for Vikas Lifecare Limited
SUNDEEP KUMAR
DHAWAN Sundeep Kumar Dhawan Managing Director DIN: 09508137
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 &22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/conducting postal ballot process through e-Voting vide General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other subsequent relevant circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as ‘MCA Circulars’), to transact the special businesses as set out hereunder by passing Ordinary/Special Resolution, by way of postal ballot only, by voting through electronic means (‘remote e-Voting’).
The proposed resolution along with the Explanatory Statement pursuant to Section 102 of the Act and other applicable provisions, if any, of the Act read with rules framed thereunder, setting out the material facts and reasons thereof are annexed to this Notice.
In compliance with the provisions of Section 108 and 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2 and Pursuant to the abovesaid various circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.
The Company has engaged the services of National Securities Depository Limited ("NSDL") for facilitating e-Voting.
Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.
The e-Voting facility will be available during the following period:
| Cut-offdate for eligibility to vote | Friday,April 10,2026 |
|---|---|
| Commencementof e-Voting period | 09:00A.M.ISTon Thursday,April 16,2026 |
| Conclusion of e-Voting period | 05:00P.M.ISTon Friday,May15,2026 |
The e-Voting facility will be disabled by National Securities Depository Limited immediately thereafter.
The Board of Directors (the “Board”) has appointed Mr. Avinash Kumar, Proprietor of Avinash K & Co., (COP No.- 18318), Practicing Company Secretaries as the Scrutinizer for conducting the Postal Ballot/eVoting process in a fair and transparent manner.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
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( A NSE / BSE Listed Company )
CIN : L25111DL1995PLC073719
Web : www.vikaslifecarelimited.com
Email : [email protected]
Tel. : +91-11-40450110
----- End of picture text -----
After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman/Executive Director or Company Secretary of the Company. The result of the Postal Ballot would be announced by the Chairman/Executive Director or Company Secretary or by any person as may be authorized not later than two working days from the conclusion of the e-Voting period and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.nseindia.com and www.bseindia.com. and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.vikaslifecarelimited.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.
The last date of e-Voting, i.e. Friday, May 15, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
SPECIAL BUSINESS:
1. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY
To consider, and, if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 5, 8 and 14 of the Companies Act, 2013 read with the rules there under and all other applicable provisions, if any, of the Act, (including any statutory modification(s) or re-enactment thereof for the time being in force) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015"), or any other applicable laws for the time being in force and subject to the necessary approvals, permissions, consents and sanctions, if required, of concerned statutory, regulatory and other appropriate authorities, if any, the consent of the members of the Company be and is hereby accorded to alter the Articles of Association of the Company by inserting a new clause with the heading “Further issue of capital” under the existing Article 57, forming part of the section titled “Alteration of Capital”.
RESOLVED FURTHER THAT the following new clause with the heading “Further issue of capital” under the existing Article 57, forming part of the section titled “Alteration of Capital” in the Articles of Association of the Company shall be inserted:
Further issue of capital
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i. Where at any time Company having Share Capital proposes to increase its subscribed capital by the issue of further Shares, such shares shall be offered:
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a. to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid- up share capital on those shares by sending a letter of offer subject to the conditions specified in the relevant provisions of Section 62 of the Act.
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b. to employees under a scheme of employees stock option, subject to special resolution passed by company and subject to such other conditions as may be prescribed under the relevant rules of Section 62.
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c. to any persons, if it is authorized by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, subject to compliance with section 42 and 62 of the Act and rules framed thereunder.
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Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026
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Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706
Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
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ii. The notice shall be dispatched through registered post or speed post or through electronic mode to all the existing shareholders at least three days before the opening of the issue.
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iii. Nothing in this Article shall apply to the increase of the subscribed capital of company caused by the exercise of an option as a term attached to the debentures issued or loan raised by the company to convert such debentures or loans into shares in the company:
Provided that the terms of issue of such debentures or loan containing such an option have been approved, before the issue of such debentures or the raising of loan, by a special resolution passed by the company in general meeting.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto, and to deal with any matters, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”
2. ISSUANCE OF UP TO 61,90,62,500 (SIXTY-ONE CRORES NINETY LAKHS SIXTY-TWO THOUSAND FIVE HUNDRED ONLY) FULLY CONVERTIBLE WARRANTS (“WARRANTS”) ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO PROMOTER/PROMOTER GROUP AND NON-PROMOTER, PUBLIC CATEGORY
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Companies Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under including any statutory modification(s) thereto or re-enactment thereof for the time being in force, enabling provisions in Memorandum and Articles of Association of the Company, provisions of the listing agreement executed with the Stock Exchanges, where the shares of the Company are listed (“Stock Exchange”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended, the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“Takeover Regulations”) as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Reserve Bank of India (“RBI”), Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, RBI, Stock Exchange, and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
the powers conferred hereunder), consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, in one or more tranches, up to 61,90,62,500 (Sixty-One Crores Ninety Lakhs Sixty-Two Thousand Five Hundred Only) Fully Convertible Warrants Convertible into equivalent number of fully paid up equity share of the Company having face value of Re. 1/- (Rupee Ten Only), to the persons belonging to “Promoter/Promoter Group and “Non-Promoter, Public Category", at an issue price of Rs. 1.60/- (Rupee One and Sixty Paise Only) per warrant higher than the floor price determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, payable in cash for aggregating amount of up to Rs. 99,05,00,000 (Rupees Ninety-Nine Crores Five Lakhs Only), on such further terms and conditions as detailed herein below, to the below mentioned person (“Proposed Allottee”):
| Allottee”): | ||
|---|---|---|
| S. No. | Name of the Proposed Allottees | Warrants to be allotted on Preferential basis Maximum Quantity for the respective allottee |
| A | Promoter/Promoter Group | |
| 1 | Vikas Garg | 1,00,00,000 |
| 2 | AdvikcaFinvestLimited | 10,00,00,000 |
| 3 | JustRightLifeLimited | 22,50,00,000 |
| Total (A) | 33,50,00,000 | |
| B | Non-Promoter, Public Category | |
| 1 | IntegraEssentiaLimited | 7,50,00,000 |
| 2 | KritiGupta | 93,75,000 |
| 3 | SD Investments | 1,43,75,000 |
| 4 | YogRajArora | 31,25,000 |
| 5 | Yoshi Envirotech PrivateLimited | 2,75,00,000 |
| 6 | SudeshGoel | 56,25,000 |
| 7 | Avee Goel | 56,25,000 |
| 8 | VaniGoel | 12,50,000 |
| 9 | TarvinderSingh | 1,25,00,000 |
| 10 | VSHM AssetManagementLLP | 15,62,500 |
| 11 | Sixer infotech IndiaPrivateLimited | 15,62,500 |
| 12 | BestiesTradingPrivateLimited | 62,50,000 |
| 13 | Ranjit Singh Padam | 12,50,000 |
| 14 | Sneha Garg | 9,37,50,000 |
| 15 | AmitAgarwal | 12,50,000 |
| 16 | DhruvGarg | 31,25,000 |
| 17 | Anant Gupta | 18,75,000 |
| 18 | NidhiGupta | 12,50,000 |
| 19 | Ronik Bahl | 31,25,000 |
| 20 | GeetaKhullar | 15,62,500 |
| 21 | Mukesh Kumar | 12,50,000 |
| 22 | Preeti Malhotra | 62,50,000 |
| 23 | ShashiGupta | 12,50,000 |
| 24 | Yushma Gupta | 31,25,000 |
| 25 | SwatiGupta | 12,50,000 |
| Total (B) | 28,40,62,500 | |
| Grand Total (A+B) | 61,90,62,500 |
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
RESOLVED FURTHER THAT the 'Relevant Date’, as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue / exercise price of Warrants / Equity Shares to be allotted on conversion of Warrants, shall be Wednesday, April 15, 2026 (i.e. (i.e. being the date, which is 30 days prior to the date of passing of this resolution being the last date of remote e-voting i.e. May 15, 2026).
RESOLVED FURTHER THAT Warrants shall be convertible into equivalent number of fully paid-up equity shares of face value of Re. 1/- (Rupee One Only) each (“Equity Shares”) at the option of Proposed Allottee, in one or more tranches, within 18 (eighteen) months from the date of allotment of such Warrants, on such further terms and conditions as may be finalized by the Board.
RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted upon conversion of Warrants shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of face value of Re. 1/- (Rupee One 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 issue of Warrants and Equity Shares to be allotted on exercise of Warrants shall be subject to the following terms and conditions:
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a) Each Warrant held by Proposed Allottees shall entitle them to apply for and obtain allotment of one Equity Share at any time after the date of allotment but on or before the expiry of 18 months from the date of allotment of Warrants (“Warrant Exercise Period”).
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b) The Proposed Allottee(s) shall, on or before the date of allotment of Warrants, pay an amount equivalent to at least 25% of the Warrant Issue Price fixed per Warrant in terms of the SEBI ICDR Regulations which will be kept by the Company to be adjusted and appropriated against the Warrant Issue Price of the Equity Shares. The balance 75% of the Warrant Issue Price shall be payable by the Warrant Holder at the time of exercising the Warrants.
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c) The pre-preferential shareholding, if any, of Proposed Allottees along with Warrants, being allotted and Equity Shares proposed to be allotted to Proposed Allottees pursuant to the conversion of Warrants, shall be under lock-in for such period as may be prescribed under Chapter V of ICDR Regulations.
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d) Warrants being allotted to Proposed Allottees shall not be sold, transferred, hypothecated or encumbered in any manner during the lock-in period provided under Chapter V of ICDR Regulations except to the extent and in the manner permitted there under.
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e) Warrants shall be issued and allotted by the Company only in dematerialized form within a period of 15 days from the date of passing a Special Resolution by the members, provided that where the issue and allotment of said warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or Regulatory Authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or Regulatory Authorities etc.
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f) Warrants and Equity Shares to be issued and allotted by the Company upon exercise of Warrants shall, in each case, be in dematerialized form.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
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g) The consideration for allotment of Warrants and /or Equity Shares arising out of exercise of such Warrants shall be paid to the Company from the bank account of the Proposed Allottee(s).
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h) Upon exercise of the option to convert the convertible Warrants within the tenure specified above, the Company shall ensure that the allotment of equity shares pursuant to exercise of the convertible Warrants is completed within 15 days from the date of such exercise by the allottee of such warrants.
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i) In the event the Warrant Holder(s) do not exercise Warrants within the Warrant Exercise Period of 18 months from the date of allotment, the Warrants shall lapse and the amount paid shall stand forfeited by the Company.
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j) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.
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k) The Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder any voting rights in the Company in respect of such Warrants. However, warrants holders shall be entitled to any corporate action such as issuance of bonus shares, right issue, split or consolidation of shares etc. announced by the Company between the date of warrants allotment and their conversion into Equity Shares.
RESOLVED FURTHER THAT subject to any applicable statutory approval(s) or permission(s), if required, the aforesaid approval accorded by the members of the Company, shall not become infructuous in its entirety for the mere reason that if any of the above Proposed Allottee(s) is/are held either ineligible or disqualified or otherwise failed to comply with any of the statutory requirement including the terms of this approval by members; and the Board/Committee(s) of the Board may, in the best interest of the Company, give effect to this resolution after eliminating the name(s) of such Proposed Allottee(s).
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company and/or any Committee constituted by the Board for this purpose and/or Executive Director and/or KMP of the Company be and are hereby authorized severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchange(s) for obtaining of inprinciple approval, listing of shares/warrants, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) or such other authorities as may be necessary for the purpose and/or including opening of one or more bank accounts in the name of the Company for this purpose, signing and execution of various deeds, documents and agreements and also to modify, accept and give effect to any modifications therein and the terms and conditions of the proposed issue, offer and allotment of the said Warrants, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.
RESOLVED FURTHER THAT in connection with any of the foregoing resolutions, the Board of Directors/Committee(s) of the Board and/or Executive Director and/or KMP of the Company be and are hereby severally authorized to execute and deliver any and all other documents, papers and to do or cause to be done any and all acts or things as may be necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing resolutions for the preferential issue; and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date hereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors/ Committee(s) of the Board be and is hereby authorized severally to settle any question, difficulty or doubt that may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any Executive Director or any other Key Managerial Personnel or any other officer(s) of the Company.”
3. INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT AMENDMENT IN THE CAPITAL CLAUSE (CLAUSE V) OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
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 Sections 13, 15, 61, & 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from Rs. 235,00,00,000 (Rupees Two Hundred Thirty-Five Crores Only) consisting of 235,00,00,000 (Two Hundred Thirty-Five Crores Only) Equity Shares having face value of Re.1/- (Rupee One Only) to Rs. 300,00,00,000 (Rupees Three Hundred Crores Only) consisting of 300,00,00,000 (Three Hundred Crores Only) Equity Shares having face value of Re.1/- (Rupee One Only).
RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V:
“The Authorised Shares Capital of the Company is Rs. 300,00,00,000 (Rupees Three Hundred Crores Only) consisting of 300,00,00,000 (Three Hundred Crores Only) Equity Shares having face value of Re.1/- (Rupee One Only).”
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this resolution) and/or the Company Secretary of the Company, be and is hereby severally authorized to take such steps as may be necessary and generally to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the above resolution(s), on behalf of the Company.”
By Order of the Board of Directors Vikas Lifecare Limited
Sundeep Kumar Dhawan Managing Director DIN: 09508137
Date: 15.04.2026 Place: Delhi
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
Notes:
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The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice is appended herein below for your consideration.
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In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-Voting only. Therefore, those Members who have not yet registered their email address are requested to get their email addresses registered with RTA (Bigshare Services Pvt. Ltd) on email id [email protected] or to company at [email protected]
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In compliance with the MCA Circulars, this Postal Ballot notice (“Notice”) is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose name appear in the Register of Members/ Record of Depositories as on cut-off date i.e. Friday, April 10, 2026.
It is however, clarified that all Members of the Company as on the Cut-off date (including those members who may not have received this Notice due to non-registration of their e-mail IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice and are requested to promptly register their e-mail addresses with their respective Depository Participant (DP).Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA Bigshare Services Pvt. Ltd.
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The Company hereby requests all its members to register their e-mail IDs if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through e-mail.
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The Postal Ballot Notice is also available on the Company’s website www.vikaslifecarelimited.com and on the website of National Stock Exchange of India Limited (“NSE”): www.nseindia.com and BSE Limited (“BSE”): www.bseindia.com on which the Equity Shares of the Company are listed and also on the website of the National Securities Depository Limited.
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Members are requested to send their assent or dissent through electronic means within a period of thirty days from the date of commencement of e-voting.
The e-Voting facility will be available during the following period:
| Cut-offdate for eligibility to vote | Friday,April 10,2026 |
|---|---|
| Commencement of e-Voting period |
09:00 A.M. IST on Thursday, April 16, 2026 |
| Conclusion of e-Voting period | 05:00P.M.ISTon Friday,May15,2026 |
- Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of Members as on April 10, 2026. Provided that once the vote on a resolution is cast by the member, he shall not be allowed to change it subsequently or cast the vote again.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company )
CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
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In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the Members to exercise their votes electronically and vote on all the resolutions through the e-Voting service facility arranged by National Securities Depository Limited. Please refer to the instructions for e-Voting given along with this Notice for the process and manner in which e-Voting can be carried out.
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The Board of Directors of the Company has appointed Mr. Avinash Kumar, Proprietor of Avinash K & Co., (COP No.- 18318), Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot process in accordance with law in a fair and transparent manner.
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After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman/Executive Director or Company Secretary of the Company. The result of the Postal Ballot would be announced by the Chairman/Executive Director or Company Secretary or by any person as may be authorized not later than two working days from the conclusion of the e-Voting period and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.nseindia.com and www.bseindia.com. and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.vikaslifecarelimited.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.
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The resolution, where assented to by the requisite majority of the shareholders by means of postal ballot will be deemed to have been duly passed on May 15, 2026 i.e. the last date of e-Voting. Further, resolution passed by the members through postal ballot is deemed to have been passed as if they it is passed at a general meeting of the members.
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A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING
The manner of voting by (a) individual shareholders holding shares of the Company in demat mode, (b) Shareholders other than individuals, holding shares of the Company in demat mode and shareholders holding securities in physical mode and c) Shareholders who have not registered their e-mail address/mobile, is explained in the instructions given herein below:
- 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 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:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
ExistingIDeASuser 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 |
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful 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. 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 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. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience. Individual Shareholders Users who have opted for CDSL Easi / Easiest facility, can holding securities in login through their existing user id and password. Option will demat mode with CDSL 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. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
| 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. 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. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
|
|---|---|
| Individual Shareholders (holding securities in demat mode) 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 vote during the remote e-Voting period. |
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 at [email protected] or call at 022 - 4886 7000 and 022 - 24997000 |
|
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdeskby sending arequest at |
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
[email protected] or contact at toll free no. 1800 22 55 33
B) Login Method 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?
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, your Password/OTP and a Verification Code as shown on the screen.
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.
Your User ID details are given below :
| Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
Password details for shareholders other than Individual shareholders are given below: If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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. How to retrieve your ‘initial password’?
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
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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.
Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button. After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
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.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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 [email protected] with a copy marked to [email protected]. 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.
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
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company )
CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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 at [email protected]
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 :
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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 [email protected].
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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 [email protected].
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If you are an Individual shareholders 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 for Individual shareholders holding securities in demat mode .
-
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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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 required to update their mobile -
number and email ID correctly in their demat account in order to access e Voting facility.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
==> picture [482 x 105] intentionally omitted <==
----- Start of picture text -----
( A NSE / BSE Listed Company )
CIN : L25111DL1995PLC073719
Web : www.vikaslifecarelimited.com
Email : [email protected]
Tel. : +91-11-40450110
----- End of picture text -----
EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)
The following Explanatory Statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice:
ITEM NO. 1:
The Board of Directors of the Company, at its meeting held on April 11, 2026, has proposed to alter the Articles of Association (“AoA”) of the Company to facilitate the issuance of further share capital.
In the absence of specific enabling provisions in the existing AoA with respect to further issue of capital, it is considered necessary to amend the AoA to broaden the powers of the Company.
Accordingly, the Board of Directors of your Company has approved and recommended amendment to the Articles of Association by inserting a new clause with the heading “Further issue of capital” under the existing Article 57, forming part of the section titled “Alteration of Capital”.
The proposed alteration/amendment to AOA requires the approval of the Shareholders by means of Special Resolution(s) pursuant to the provisions of the Companies Act, 2013 and relevant rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) and accordingly, Board recommends the resolution set out at Item No. 1 of this notice for the approval of the members by means of passing Special Resolution.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives is/ are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item no. 1 of this Notice except to the extent of their respective shareholding entitlements in the Company, if any.
ITEM NO. 2:
The Board of Directors of the Company, after considering the Company’s business plans and funding requirements and evaluating various fund-raising options, approved raising of funds not exceeding ₹200 Crores, in one or more tranches, through issuance of equity shares and/or convertible warrants on a preferential basis, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Board also authorized the Fund-Raising Committee to finalize the terms of the issue, including identification of proposed allottees, number of securities and issue price, in compliance with applicable laws.
Pursuant thereto, the Fund-Raising Committee, at its meeting held on April 14, 2026, approved the list of proposed allottees comprising members of the Promoter/Promoter Group and Non-Promoter (Public Category), for the aggregate number of up to 61,90,62,500 (Sixty-One Crores Ninety Lakhs Sixty-Two Thousand Five Hundred) Fully Convertible Warrants (“Warrants”), each convertible into one fully paid-up equity share of face value Re. 1/- each, in one or more tranches, to be allotted on a preferential basis at an issue price of Rs. 1.60 per warrant, aggregating up to Rs. 99,05,00,000/- (Rupees Ninety-Nine Crores and Five Lakhs Only), payable in cash.
The proposed issuance of convertible warrants is intended to meet the Company’s present and future funding requirements and to support its growth strategy. The structure enables an upfront commitment of
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
funds with flexibility of conversion into equity within the prescribed timeline, thereby facilitating phased capital infusion and progressive strengthening of the Company’s capital base.
While the proposed issuance would result in an increase in the paid-up equity share capital upon conversion of the Warrants, the Board believes that the same is in the best interest of the Company and its stakeholders, considering the intended use of proceeds, strengthening of the balance sheet and long-term growth objectives.
The Special Resolution set out in Item No. 2 of the Notice is proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, for the issue and allotment of up to 61,90,62,500 (Sixty-One Crores Ninety Lakhs Sixty-Two Thousand Five Hundred Only) fully convertible warrants, each convertible into one fully paid-up equity share of face value of Re. 1/- (Rupee One), at an issue price of Rs. 1.60/- (Rupee One and Sixty Paise Only) per warrant, which is higher than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations, payable in cash, aggregating up to Rs. 99,05,00,000 (Rupees Ninety-Nine Crores Five Lakhs Only), on a preferential basis.
The preferential issue to the proposed allottee is subject to receipt of necessary approvals, including those of the Members and the Stock Exchanges.
The details of the issue and other particulars as required in terms of Sections 23(1)(b), 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, Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 160 and Regulation 163 of the SEBI ICDR Regulations are set forth below:
1. Objects of the Preferential Issue
Our Company intends to utilize the proceeds raised through the Preferential Issue towards funding the following objects:
(a) working capital requirements;
(b) general corporate purpose
(c) issue related expenses which includes “In-Principle application” fee to Stock Exchange, payment to be paid to ROC, Advisors/consultants to the issue, Registered Valuer, Registrar and Share Transfer Agents of the Company, e-voting agency, Depositories.
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.
The requirement stipulated in terms of NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and BSE Notice No. 20221213-47 dated December 13, 2022 with respect to the additional disclosures for objects of the issue is not applicable as the issue size of the preferential issue is less than Rs. 100 Crores.
Interim Use of Proceeds
Any pending utilization of the gross proceeds will be deposited exclusively with scheduled commercial banks listed in the second schedule of the Reserve Bank of India Act, 1934, in accordance with all applicable laws and regulations.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
Monitoring of Utilization of Funds
As the issue size is less than ₹100 Crore (Rupees One Hundred Crore only), the Company is not required to appoint a credit rating agency as a monitoring agency in terms of regulation 162A of the SEBI ICDR Regulations.
Schedule of Implementation and Deployment of Funds
Since present preferential issue is for convertible warrants, issue proceeds in respect of warrants shall be received by the Company in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI (ICDR) Regulation, and as estimated by our management, the entire proceeds received from the issue would be utilized for the all the above-mentioned objects, in phases, as per the company’s business requirements and availability of issue proceeds, latest by March 31, 2028. However, 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.
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 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 date of passing of Board resolution, kind of Securities offered, maximum number of Securities to be issued, manner of issue of shares, class or classes of persons to whom allotment is proposed to be made and the Issue Price
The Board of Directors of the Company at its meeting held on April 11, 2026, after considering the Company’s business plans and funding requirements and evaluating various fund-raising options, approved raising of funds not exceeding ₹200 Crores, in one or more tranches, through issuance of equity shares and/or convertible warrants on a preferential basis, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Board also authorized the Fund-Raising Committee to finalize the terms of the issue, including identification of proposed allottees, number of securities and issue price, in compliance with applicable laws.
Pursuant thereto, the Fund-Raising Committee, at its meeting held on April 14, 2026, approved the list of proposed allottees comprising members of the Promoter/Promoter Group and Non-Promoter (Public Category), for the aggregate number of up to 61,90,62,500 (Sixty-One Crores Ninety Lakhs Sixty-Two Thousand Five Hundred) Fully Convertible Warrants (“Warrants”), each convertible into one fully paid-up equity share of face value Re. 1/- each, in one or more tranches, to be allotted on a preferential basis at an issue price of Rs. 1.60 per warrant, aggregating up to Rs. 99,05,00,000/- (Rupees Ninety-Nine Crores and Five Lakhs Only), payable in cash.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
3. Relevant date:
The 'Relevant Date’, as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue / exercise price of Warrants / Equity Shares to be allotted on conversion of Warrants, shall be Wednesday, April 15, 2026 (i.e. (i.e. being the date, which is 30 days prior to the date of passing of this resolution being the last date of remote e-voting i.e. May 15, 2026).
4. Basis on which the price has been arrived at, justification for the price (including premium, if any);
The Equity Shares of the Company are listed on National Stock Exchange of India Limited (“ NSE ”) and BSE Limited (“ BSE ”). The Equity Shares are frequently traded in terms of ICDR Regulations and floor price has been determined in accordance with ICDR Regulations. NSE being the stock exchange with highest trading volume during preceding 90 trading days has been considered for the purpose of price determination.
In case of the frequently traded shares, as per Regulation 164(1) of the SEBI (ICDR) Regulations, 2018, a minimum issue price of the Convertible Warrants in preferential issue has to be calculated as under:
- a. the 90 trading days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; which computes to Rs. 1.56/-
or
- b. the 10 trading days volume weighted average price of the related equity shares quoted on a recognized stock exchange preceding the relevant date; which computes to Rs. 1.38/-.
Whichever is higher
In terms of the provisions of Regulation 164(1) of the SEBI ICDR Regulations, the minimum price at which the warrants may be issued computes to Rs. 1.56/- each.
Further, the method of determination of price as per the Articles of Association of the Company is not applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares / Warrants issued on a preferential basis.
Additionally, the Company has obtained a valuation report from an independent registered valuer in terms of Regulation 166A of SEBI (ICDR) Regulations, 2018, as the proposed allotment exceeds 5% of the postissue fully diluted share capital of the Company to a single allottee or to an allottee along with persons acting in concert. The valuation has been carried out by Mr. Manish Manwani (Registered Valuer – IBBI/RV/03/2021/14113), who has determined the value at Rs. 1.56 per warrant. The said report is available on the website of the Company at Valuation-Report_Vikas-Lifecare.pdf
After considering the above pricing parameters and the valuation report, it was decided to issue these warrants to be allotted on preferential basis to the proposed allottees at issue price of Rs. 1.60/- each.
5. Amount which the company intends to raise by way of such securities; Aggregate amount of up to Rs. 99,05,00,000 (Rupees Ninety-Nine Crores Five Lakhs Only)
6. Name and address of valuer who performed valuation; Mr. Manish Manwani, independent registered valuer (IBBI Registration No.: IBBI/RV/03/2021/14113), having office at Unit No. 125, Tower B-3, Spaze Itech Park, Sohna Road, Sector-49, Gurugram, Haryana-122018
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company )
CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
7. Principal terms of Assets charged as securities: Not Applicable
8. Material terms of raising such securities: The same has been disclosed in the respective resolution.
9. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable
10. Valuation for consideration other than cash : Not Applicable
11. The class or classes of persons to whom the allotment is proposed to be made: The Preferential Issue of Warrants is proposed to be made to persons belonging to “Promoter/Promoter Group and “Non-Promoter, Public Category"
12. Current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter
| S. No. | Name(s) of the Proposed Allottees |
Current Status | Post Status |
|---|---|---|---|
| 1 | Vikas Garg | Promoter/Promoter Group |
Promoter/Promoter Group |
| 2 | Advikca Finvest Limited | Promoter/Promoter Group |
Promoter/Promoter Group |
| 3 | Just Right Life Limited | Promoter/Promoter Group |
Promoter/Promoter Group |
| 4 | Integra Essentia Limited | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 5 | Kriti Gupta | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 6 | S D Investments | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 7 | Yog Raj Arora | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 8 | Yoshi Envirotech Private Limited | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 9 | Sudesh Goel | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 10 | Avee Goel | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 11 | Vani Goel | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 12 | Tarvinder Singh | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 13 | VSHM Asset Management LLP | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 14 | Sixer infotech India Private Limited |
Non-Promoter, Public Category |
Non-Promoter, Public Category |
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
| 15 | Besties Trading Private Limited | Non-Promoter, Public Category |
Non-Promoter, Public Category |
|---|---|---|---|
| 16 | Ranjit Singh Padam | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 17 | Sneha Garg | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 18 | Amit Agarwal | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 19 | Dhruv Garg | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 20 | Anant Gupta | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 21 | Nidhi Gupta | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 22 | Ronik Bahl | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 23 | Geeta Khullar | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 24 | Mukesh Kumar | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 25 | Preeti Malhotra | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 26 | Shashi Gupta | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 27 | Yushma Gupta | Non-Promoter, Public Category |
Non-Promoter, Public Category |
| 28 | Swati Gupta | Non-Promoter, Public Category |
Non-Promoter, Public Category |
13. The intent of the promoters, directors, key managerial personnel or senior management of the Company to subscribe to the offer:
The below allottees, who belong to promoter category are subscribing to the issue to the extent of number of warrants proposed to be issued, written against his name, as detailed in the following table:
| S. No. |
Proposed Allottees | Category | No of Warrants |
|---|---|---|---|
| 1 | Vikas Garg | Promoter/PromoterGroup | 1,00,00,000 |
| 2 | AdvikcaFinvestLimited | Promoter/PromoterGroup | 10,00,00,000 |
| 3 | JustRightLifeLimited | Promoter/PromoterGroup | 22,50,00,000 |
Except above said Proposed Allottee, none of the promoters, directors, key managerial personnel or senior management promoters are subscribing any warrants in the proposed issue.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
14. Pre and Post issue shareholding pattern of the Company:
| Pre and Post issue shareholding pattern of the Company: | Pre and Post issue shareholding pattern of the Company: | Pre and Post issue shareholding pattern of the Company: | Pre and Post issue shareholding pattern of the Company: | Pre and Post issue shareholding pattern of the Company: | Pre and Post issue shareholding pattern of the Company: |
|---|---|---|---|---|---|
| The shareholding patternofthe Company before and afterthe proposed preferential issuewillbe as under: | |||||
| Category | Pre-Issue Shareholding$ |
Warrants to be allotted |
Post Issue Shareholding (Considering full conversion of warrants)* |
||
| No. of fully paid up equity shares held |
% | No. of fully paid up equity shares held |
% | ||
| A) Promoter Shareholding | |||||
| Indian | |||||
| a) Individuals & HUF |
26,37,47,428 | 14.20 | 1,00,00,000 | 27,37,47,428 | 11.05 |
| b) Body Corporates |
4,98,948 | 0.03 | 32,50,,00000 | 32,54,98,948 | 13.14 |
| c) Any Other(specify) |
0 | 0.00 | 0 | 0 | 0.00 |
| Sub Total(A1) | 26,42,46,376 | 14.22 | 33,50,00,000 | 59,92,46,376 | 24.20 |
| 2) Foreign Promoters(A2) |
0 | 0.00 | 0 | 0 | 0 |
| Total Promoter Shareholding A=A1 +A2 |
26,42,46,376 | 14.22 | 33,50,00,000 | 59,92,46,376 | 24.20 |
| B) Public Shareholding | |||||
| B1) Institutions (Domestic) |
3005 | 0.00 | 0 | 3,005 | 0.00 |
| B2) Institutions (Foreign) |
0 | 0.00 | 0 | 0 | 0.00 |
| B3) Central Govt./State Govt./POI |
0 | 0.00 | 0 | 0 | 0.00 |
| B4)Others | |||||
| a)Individuals | 1,47,92,61,222 | 79.63 | 15,78,12,500 | 1,63,70,73,722 | 66.10 |
| b) Body Corporate |
6,06,24,072 | 3.26 | 11,03,12,500 | 17,09,36,572 | 6.90 |
| c)NRI | 3,11,72,280 | 1.68 | 0 | 3,11,72,280 | 1.26 |
| d) Others (HUF, Firms, Trust, LLP) |
2,23,61,605 | 1.20 | 1,59,37,500 | 3,82,99,105 | 1.55 |
| Total Public Shareholding B=B1+B2+ |
1,59,34,22,184 | 85.78 | 28,40,62,500 | 1,87,74,84,684 | 75.80 |
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706
Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company )
| Vikas Lifecare Limited ( A NSE / BSE Listed Company ) |
Vikas Lifecare Limited ( A NSE / BSE Listed Company ) |
||||
|---|---|---|---|---|---|
| CIN: L25111DL1995PLC073719 Web :www.vikaslifecarelimited.com Email :[email protected] Tel. :+91-11-40450110 |
|||||
| B3+B4 | |||||
| C) Non-Promoter - Non-Public |
0 | 0.00 | 0 | 0 | 0.00 |
| Total Share Capital(A+B+C) |
1,85,76,68,560 | 100.00 | 61,90,62,500 | 2,47,67,31,060 | 100.00 |
(1)[$] The pre-issue shareholding pattern is based on the latest shareholding pattern available with the Company i.e. April 10, 2026.
(2)*Post shareholding pattern has been prepared on the basis of post preferential issue capital on fully diluted basis i.e. Rs. 2,47,67,31,060 divided into 2,47,67,31,060 Equity Shares of Re. 1/- (Rupee One Only) each assuming full conversion of warrants into equity shares.
(3) Post shareholding structure may change depending upon any other corporate action in between.
15. The identity of the natural persons who are the ultimate beneficial owners of the warrants proposed to be allotted and / or who ultimately control the proposed allottee(s) and the percentage of post preferential issue capital that may be held by them:
| S.No. | Name | Pre-Issue Shareholding Structure |
Pre-Issue Shareholding Structure |
No. of Warrants To be Allotted |
Post Equity Shareholding (Presuming full conversion of Warrants ) |
Post Equity Shareholding (Presuming full conversion of Warrants ) |
Name of ultimate beneficial owners |
|---|---|---|---|---|---|---|---|
| No. of shares$ |
%$ | No. of shares |
% # |
||||
| 1 | Vikas Garg | 24,33,53,080 | 13.10 | 1,00,00,000 | 25,33,53,080 | 10.23 | N.A.@ |
| 2 | Advikca Finvest Limited |
0 | 0.00 | 10,00,00,000 | 10,00,00,000 | 4.04 | Vikas Garg |
| 3 | Just Right LifeLimited |
4,40,433 | 0.02 | 22,50,00,000 | 22,54,40,433 | 9.10 | Sukriti Garg |
| 4 | Integra Essentia Limited |
0 | 0.00 | 7,50,00,000 | 7,50,00,000 | 3.03 | N.A.* |
| 5 | KritiGupta | 0 | 0.00 | 93,75,000 | 93,75,000 | 0.38 | N.A.@ |
| 6 | S D Investments |
0 | 0.00 | 1,43,75,000 | 1,43,75,000 | 0.58 | Deepak Kumar Gupta |
| 7 | Yog Raj Arora |
0 | 0.00 | 31,25,000 | 31,25,000 | 0.13 | N.A.@ |
| 8 | Yoshi Envirotech Private Limited |
0 | 0.00 | 2,75,00,000 | 2,75,00,000 | 1.11 | Kanishka Gupta |
| 9 | SudeshGoel | 0 | 0.00 | 56,25,000 | 56,25,000 | 0.23 | N.A.@ |
| 10 | Avee Goel | 0 | 0.00 | 56,25,000 | 56,25,000 | 0.23 | N.A.@ |
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706
Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
| 11 | VaniGoel | 0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
|---|---|---|---|---|---|---|---|
| 12 | Tarvinder Singh |
0 | 0.00 | 1,25,00,000 | 1,25,00,000 | 0.50 | N.A.@ |
| 13 | VSHM Asset Management LLP |
0 | 0.00 | 15,62,500 | 15,62,500 | 0.06 | Vineet Kumar and Krishan Kumar Khurana |
| 14 | Sixer infotech India Private Limited |
0 | 0.00 | 15,62,500 | 15,62,500 | 0.06 | Vineet Kumar |
| 15 | Besties Trading Private Limited |
0 | 0.00 | 62,50,000 | 62,50,000 | 0.25 | Mukesh Parihar |
| 16 | Ranjit Singh Padam |
0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
| 17 | Sneha Garg | 0 | 0.00 | 9,37,50,000 | 9,37,50,000 | 3.79 | N.A.@ |
| 18 | Amit Agarwal |
0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
| 19 | DhruvGarg | 0 | 0.00 | 31,25,000 | 31,25,000 | 0.13 | N.A.@ |
| 20 | Anant Gupta | 0 | 0.00 | 18,75,000 | 18,75,000 | 0.08 | N.A.@ |
| 21 | NidhiGupta | 0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
| 22 | Ronik Bahl | 0 | 0.00 | 31,25,000 | 31,25,000 | 0.13 | N.A.@ |
| 23 | Geeta Khullar |
0 | 0.00 | 15,62,500 | 15,62,500 | 0.06 | N.A.@ |
| 24 | Mukesh Kumar |
0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
| 25 | Preeti Malhotra |
0 | 0.00 | 62,50,000 | 62,50,000 | 0.25 | N.A.@ |
| 26 | Shashi Gupta |
0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
| 27 | Yushma Gupta |
0 | 0.00 | 31,25,000 | 31,25,000 | 0.13 | N.A.@ |
| 28 | Swati Gupta | 0 | 0.00 | 12,50,000 | 12,50,000 | 0.05 | N.A.@ |
@being individual
*being listed entity
$The pre-issue holding of the allotee is as on latest BENPOS available with the Company i.e. April 10, 2026 and These percentages have been calculated on the basis of pre issue capital i.e. Rs. 1,85,76,68,560 divided into 1,85,76,68,560 Equity Shares of Re. 1/- (Rupee One Only) each.
#These percentages have been calculated on the basis of post preferential issue capital on fully diluted basis i.e. Rs. 2,47,67,31,060 divided into 2,47,67,31,060 Equity Shares of Re. 1/- (Rupee One Only) each assuming full conversion of warrants into equity shares.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
16. Proposed time limit within which the allotment shall be completed:
In terms of Regulation 170 of the SEBI ICDR Regulations, preferential allotment of said warrants will be completed within a period of 15 (fifteen) days from the date of passing of such resolution provided that where the issue and allotment of said warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or Regulatory Authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or Regulatory Authorities etc.
17. Change in control, if any, in the Company consequent to the preferential issue:
As a result of the proposed preferential issue, there will be no change in the control or management of the Company pursuant to the proposed preferential issue. However, voting rights will change in tandem with the change in shareholding pattern of the Company.
18. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:
During the financial year 2026–27, the Company has not made any allotment of securities on a preferential basis till date, except for the present proposed issue.
19. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects:
The contribution being made by the Promoter as part of the offer is as under:
| S. No. |
Proposed Allottees | Category | No of Warrants |
|---|---|---|---|
| 1 | Vikas Garg | Promoter/PromoterGroup | 1,00,00,000 |
| 2 | AdvikcaFinvestLimited | Promoter/PromoterGroup | 10,00,00,000 |
| 3 | JustRightLifeLimited | Promoter/PromoterGroup | 22,50,00,000 |
Except above, no other contribution is being made by the Promoters or Directors either as part of the offer or separately in furtherance of objects.
20. Lock-in Period:
-
a) The Warrants / equity shares to be allotted upon conversion of Warrants shall be under lock-in in accordance with Chapter V of ICDR Regulations.
-
b) The entire pre-preferential allotment shareholding of the Proposed Allottee, shall be locked-in as per Chapter V of the SEBI ICDR Regulations.
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
21. Certificate from Practicing Company Secretary:
The Certificate from M/s. AVINASH K & CO., (COP: 18318), Practicing Company Secretaries, certifying that the preferential issue of warrants is being made in accordance with requirements of Chapter V of SEBI ICDR Regulations has been obtained considering the said preferential issue. The copy of said certificate may be accessed on the Company’s website chrome- extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.vikaslifecarelimited.com/wp - - content/uploads/2026/04/PCS Compliance Certificate_.pdf
22. Undertakings:
-
i) None of the Company, its Promoters or Directors are categorized as wilful defaulter or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) of ICDR Regulations is not applicable.
-
ii) As the equity shares of the Company have been listed on a recognized Stock Exchange for a period of more than 90 trading days as on Relevant Date, the provisions of Regulation 164(3) of ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertakings required under Regulation 163(1)(g) and 163(1)(h) of ICDR Regulations are not applicable.
-
iii) None of the Company’s Directors or Promoters are fugitive economic offenders as defined under ICDR Regulations.
-
iv) The Company do not have any outstanding dues to the SEBI, stock exchanges or the depositories.
In terms of Sections 42 and 62 of the Act, approval of Members by way of special resolution is required for the resolution as set out in Item No. 2 of this Notice. Hence, the Board recommends the resolution proposed at Item No. 2 for your approval by way of a special resolution.
None of the Directors or Key Managerial Personnel of the Company, or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of this Notice, except to the extent of their respective shareholding, if any, in the Company.
ITEM NO. 3:
Considering the Company’s growth plans, future expansion strategy and ongoing operational requirements, and in order to accommodate the proposed fund raising, it is considered necessary to increase the Authorised Share Capital of the Company, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, as amended from time to time.
Accordingly, it is proposed to increase the Authorized Share Capital of the Company from Rs. 235,00,00,000
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011
Vikas Lifecare Limited
( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110
(Rupees Two Hundred Thirty-Five Crores Only) consisting of 235,00,00,000 (Two Hundred Thirty-Five Crores Only) Equity Shares having face value of Re.1/- (Rupee One Only) to Rs. 300,00,00,000 (Rupees Three Hundred Crores Only) consisting of 300,00,00,000 (Three Hundred Crores Only) Equity Shares having face value of Re.1/- (Rupee One Only).
The increase in the Authorized Share Capital of the Company will also require consequential amendment in the Clause V of the Memorandum of Association and pursuant to Section 13, 15 and 61 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing an Ordinary Resolution to that effect.
The Board of Directors recommends the resolution at item no. 3 to be passed as Ordinary Resolution.
None of the Directors or Key Managerial Personnel of the Company, or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of this Notice, except to the extent of their respective shareholding, if any, in the Company.
By Order of the Board of Directors Vikas Lifecare Limited Sundeep Kumar Dhawan Managing Director DIN: 09508137
Date: 15.04.2026 Place: Delhi
Regd. Office : Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011