Voluntary Delisting of Shares Inter alia, approved:- 1. The Board considered and took on record (i) the due-diligence report dated May 8, 2026 ("Due Diligence Report") submitted by Mis. Janmejay Singh Rajput & Associates, Practicing Company Secretaries, holding a valid peer reviewed certificate, and a certificate of practice number: 15012 ("Practicing Company Secretary") in accordance with Regulation 10(3) of the SEBI Delisting Regulations, which is annexed herewith as "Annexure A"; and (ii) share capital audit report dated May 8, 2026 submitted by the Practicing Company Secretary, prepared in accordance with Regulations 10(5) and 12(2) of the SEBI Delisting Regulations and Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, in respect to the Equity Shares proposed to be de listed, covering a period of 6 (six) months prior to the date of the meeting of the Board ("Audit Report"), which is annexed herewith as "Annexure B". 2. After discussing and considering various factors, including the Due Diligence Report and the Audit Report and the information available with the Company, the Board has: A. subject to (a) approval by the shareholders of the Company by way of a special resolution through postal ballot in accordance with the SEBI Delisting Regulations; (b) relevant approvals of the stock exchanges (both an in-principle approval and a final approval); and ( c) third-party consents, as may be required, approved the Delisting Proposal in accordance with Regulation 10( 1) of the SEBI De listing Regulations; B. pursuant to Regulation 10(4) of SEBI Delisting Regulations, certified the following: (a) that the Company is in compliance with the applicable provisions of securities laws; (b) that the Acquirers and its related entities are in compliance with the applicable provisions of securities laws in terms of the Due Diligence Report including compliance with sub-regulation (5) of Regulation 4 of the SEBI Delisting Regulations; and ( c) that in the opinion of the Board, the Delisting Proposal is in the interest of the shareholders of the Company. C. authorized the Company to obtain approvals from stock exchange in accordance with the provisions of the SEBI Delisting Regulations, as well as any other regulatory approvals, as may be required, in relation to the Delisting Proposal; D. noted and took on record the letter dated May 8, 2026, received for and on behalf of the Acquirers from the Manager to the Offer, informing the Company that: (a) the floor price for the Delisting Proposal is INR 158.07/- (Indian Rupees One Hundred Fifty-Eight and Seven Paise only) per Equity Share ("Floor Price"), which is determined in accordance with Regulation 19A of the SEBI Delisting Regulations. In support of the aforesaid, the letter was accompanied by a floor price certificate dated May 8, 2026, issued by Mis. SSPA & Co., an independent registered valuer (IBBI Reg. No. IBBI/RV-E/06/2020/126) ("Floor Price Certificate") appointed by the Acquirers; (b) in accordance with Regulation 19A(2) of the SEBI Delisting Regulations, the "reference date" used for computing the Floor Price is Monday, May 4, 2026, being the trading day next to the date of the IP A which was made on a non-trading day; and ( c) pursuant to Regulation 20A of the SEBI De listing Regulations, the Floor Price Certificate also certifies that INR 181.80/- (Indian Rupees One Hundred Eighty-One and Eighty Paise only) per Equity Share, i.e., the fixed delisting price proposed by the Acquirers for the Delisting Proposal is 15% more than the Floor Price in accordance with Regulation 20A of the SEBI Delisting Regulations. E. consented to seek approval of the shareholders of the Company for the Delisting Proposal by way of special resolution through postal ballot and remote e-voting in accordance with Regulations 11(1) and 11(2) of the SEBI Delisting Regulations read with Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, and together with the Companies (Management & Administration) Rules, 2014, including any statutory modification or re-enactment thereof for the time being in force and other applicable laws relating to passing of resolutions by postal ballot ("the Postal Ballot"), approved the draft notice of Postal Ballot and matters incidental thereto including appointment of Mrs. Jayshree A. Lalpuria, Proprietor of Mis. Jayshree A. Lalpuria & Co., Practicing Company Secretaries (Certificate of Practice No.: 7109), to act as scrutinizer for conducting the remote E-voting / Postal Ballot process in a fair and transparent manner.
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