Cumulative Capital Pvt Ltd ("Manager to the Buyback Offer") has submitted to BSE a copy of Public Announcement for the attention of the equity shareholders/benefical owners of the equity ....

EPC REAL ESTATE MAN INFRACONSTRUCTION LIMITED (CIN: L70200MH2002PLC136849) CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTORS OF MAN INFRACONSTRUCTION LIMITED HELD ON TUESDAY, SEPTEMBER01, 2026 AT BOARD ROOM, KRUSHAL COMMERCIAL COMPLEX, G. M. ROAD, CHEMBUR (W), MUMBAI- 400 089 APPROVAL OF THE PROPOSAL FOR BUYBACK OF THE EQUITY SHARES OF THE COMPANY, INCLUDING MATTERS RELATED/INCIDENTAL THERETO ("BUYBACK"): "RESOLVED THAT pursuant to the provisions of Article 15 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013 ("Companies Act") read with the Companies (Share Capital and Debentures) Rules, 2014 (to the extent applicable) (hereinafter referred to as the "Share Capital Rules") and other relevant rules made thereunder, as amended from time to time and in compliance with the· Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("SEBI Buyback Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("SEBI Listing Regulations") (including any statutory amendment(s), modification(s) or re-enactments thereof from time to time), and subject to such other approvals, permissions, consents, exemptions and sanctions as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by the Securities and Exchange Board of India ("SEBI"), Registrar of Companies Mumbai ·I at Maharashtra ("ROC") and/ or other authorities, institutions or bodies (the "Appropriate Authorities") while granting such approvals, permissions, consents, exemptions, and sanctions, which may be agreed to by the Board of Directors of the Company (the "Board" which expression shall be deemed to include any committee constituted by the Board and/or officials, which the Board may constitute/authorise to exercise its powers, including the powers conferred by this resolution), approval of the Board of Directors be and is hereby accorded for the buyback of fully paid up equity shares of the Company having face value· of Z.2/~ each ('1Equity Share(s)") by the Company from the shareholders/beneficial owners of the Company (other than those who are promoters, members of the Promoter Group or persons in control), at a price not exceeding ~171/- (Indian Rupees One Hundred and Seventy One only) per Equity Share ("Maximum Buyback Price") payable in cash from the open market through stock exchanges (i.e. through the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), (together "Stock Exchanges") out of free reserves or such other sources as permicted by law, for ail amount not exceeding ~169,29,00,000/­ (lndian Rupees One Hundred Sixty Nine Crores Twenty Nine Lakhs only) ("Maximum Buyback Size") excluding any expenses incurred or to be incurred for the Buyback;·. viz. brokerage, advisor's fees, intermediaries' fees, public announcement publication fees, filing fees, printing and dispatch expenses, turnover charges, applicable taxes such as tax on distributed income on buyback, securities transaction tax, goods and services tax, income tax, stamp duty . and other incidental and related expenses, etc. ("Transa~tion Costs") representing 8.66% and 7.99% of the total paid-up equity share capital and free reserves (Including securities premium account) as per the audited standalone financial statements and audited consolidated financial statements for the financial year ended March 31, ··2026 respectively (being the latest audited financial statements of the Company), which is within the maximum amount allowed under the Companies Act and the SEBI Buyback Regulations; (hereinafter referred to as "Buyback"). L I E B E T T E R 12'h Floor, Krushal Commer~ial Compl_ex, G.M. Road, Chemb~r (West), Mum,bai - 400 ~89, India ~ D +91 22 4246,3999 I DI off1ce@marnnfra.com I l'.l'J www.m1clgroup.com I www.marnnfra.cc:im ~~ EPC REAL ESTATE MAN INFRACONSTRUCTION LIMITED (CIN: L70200MH2002PLC136849) RESOLVED FURTHER THAT at the Maximum Buyback Price i.e., ~171/- (Indian Rupees One Hundred and Seventy One only) per Equity Share and for the Maximum Buyback Size i.e. ~169,29,00,000/- (Indian Rupees One Hundred Sixty Nine Crores Twenty Nine Lakhs only), the indicative maximum number of Equity Shares proposed to be bought back are 99,00,000 (Ninety Nine Lakhs) Equity Shares ("Maximum Buyback Shares") and if the Equity Shares bought back shall be at a price below the Maximum Buyback Price, the actual number of Equity Share(s) bought back may exceed the indicative Maximum Buyback Shares (assuming full deployment of the Maximum Buyback Size), but shall always be subject to the Maximum Buyback Size. · RESOLVED FURTHER THAT unless otherwise permitted under applicable law, the Company shall utilize at least 75% of the Maximum Buyback Size for the Buyback i.e. ~126,96,75,000/­ (lndian Rupees One Hundred Twenty Six Crores Ninety Six Lakhs Seventy Five Thousand only) ("Minimum Buyback Size") and based on the Minimum Buyback Size and the Maximum Buyback Price, the Company will purchase a minimum of 74,25,000 (Seventy Four Lakhs Twenty Five Thousand only) Equity Shares and further ensure that at least 40% (Forty percent) of the Maximum Buyback Size i.e. ~ 67,71,60,000 (Rupees Sixty Seven Crore Seventy One Lakhs Sixty Thousand only) shall be utilized within the initial half of the Offer Period of Buyback. RESOLVED FURTHER THAT the Maximum Buyback Price represents: (i) a premium of 56.62% and 56.12% over the volume weighted average market price of the Equity Shares on BSE and NSE, respectively, for three (3) months prior to the date of intimation to BSE and NSE of the Board Meeting to consider the proposal of the Buyback, i.e. August 26, 2026; · (ii) a premium of 57.33% and 56.88% over the volume weighted average market price of the Equity Shares on BSE and NSE, respectively for two (2) weeks prior to the date of intimation to BSE and NSE for the Board Meeting to consider the proposal of the Buypack. i.e. August 26, 2026; (iii) a premium of 56.61 % and 55.85% over the volume weighted average market price of the Equity Shares on BSE and NSE, respectively for one (1) month preceding prior to the date of intimation to BSE and NSE of the Board Meeting to consider the proposal of the Buyback, i.e.August26, 2026; and (iv) a premium of 50.18% and 50.18% over the closing market price of the Equity Shares on BSE and NSE, respectively as on the trading day prior to the date of the intimation·to BSE and NSE for the Board Meeting i.e. August 26, 2026. The closing market price of the Equity Shares as on trading day prior to the date of Board Meeting i.e. August 31, 2026, was~ 122.48 and~ 122.62 on BSE and NSE respectively. RESOLVED' FURTHER THAT the Maximum Buyback Price has been arrived at ·after considering various factors, including trends in the market price of the Equity Shares on·the stock exchange, the net worth of the Company and the potential impact of the Buyback·ori the earnings per share and other similar ratios of the Company. ·· RESOLVED FURTHER THAT such Buyback be met out of the balances in free reserves, current surplus and I or cash and cash equivalents and I or internal accruals and I or liquid resources and I or such other permissible sources offunds of the Company, as permitted under the Companies Act and the SEBI Buyback Regulations and the Buyback shall be implemented .L v I E B E T T E R 12'h Floor, Krushal Commercial Complex, G.M. R.oad, Chembur (West), 400 D +91 22 4246 3999 I DI office@manintra.com I l'I www.miclgroup.com I www.maninfra.com ~~ . · t.!JJ,:::;;: ·;..... . , EPC REAL ESTATE MAN INFRACONSTRUCTION LIMITED (CIN: L70200MH2002PLC136849) from the open ma.rket through the stock exchange mechanism in such manner as may be prescribed under the Companies Act and the SEBI Buyback Regulations a [Showing first 8,000 characters — download PDF for full document]