Shareholders meeting

ADBHAV : Ref: SEL/2026-27/079 - September 25, 2026 The Dy. Gen Manager National Stock Exchange of India Ltd. Corporate Relationship Dept. Exchange Plaza, Plot no. C/1, G Block, BSE Limited Bandra-Kurla Complex, Bandra (E), P] Tower, Dalal Street, Mumbai - 400 051 Mumbai- 400 001 Fax : 022-26598237-38 Equity Scrip Code: 532710 Equity Scrip Name: SADBHAV Sub: Addendum to the Notice of 37% Annual General Meeting (“AGM”) of Sadbhav Engineering Limited - Dear Sir/Madam, In continuation to our earlier intimation having Ref: SEL/2025-26/067 dated September 07, 2026, we are submitting herewith the Addendum to the Notice of 37t Annual General Meeting (“AGM”) of the Company will be held on Wednesday, 30t September, 2026 at 03:00 p.m. through Video Conferencing (“VC")/ Other Audio Visual Means (“OAVM") in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board ofI ndia. Copy of the said addendum to the AGM Notice is being sent to all the shareholders and also uploaded on the website of the Company i.e. www.sadbhaveng.com. You are requested to take the same on your record. This is for your information and records. Thanking You, Yours truly, For, Sadbhav Engineering Limited Shashin V. Patel Chairman and Managing Director DIN: 00048328 Encl: As above & “Sadbhav House” Opp. Law Garden Police Chowki, Ellisbridge, Ahmedabad-380 006 ® +91 79 2646 3384 2 selinfo@sadbhav.co.in & www.sadbhav.co.in CIN: L45400GJ1988PLC011322 Sadbhav Engineering Limited ADDENDUM TO AGM NOTICE We draw the attention of all the members of Sadbhav Engineering Limited (the “Company”) towards the Notice of 37th Annual General Meeting dated September 1, 2026 and the explanatory statement thereto (the “AGM Notice”) seeking approval of members of the Company on certain agenda items. The AGM Notice has already been sent to all the members of the Company on September 7, 2026, in due compliance with the provisions of the Companies Act, 2013 (the “Act”) and rules made thereunder and other applicable laws and regulations. This addendum to AGM Notice (the “Addendum”) is being issued to the members of the Company for additional disclosure in the explanatory statement of Item Nos. 8 to 9 of the AGM Notice, as advised by the National Stock Exchange of India Limited on September 24, 2026 while processing the application for ‘in-principle approval’ under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for preferential allotment of up to 22,03,50,029 ( Twenty Two Crore Three Lakh Fifty Thousand and Twenty Nine Twenty) under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable. Accordingly, Sr. No. 3 (i.e. intent of the promoters, directors, key managerial personnel or senior management of the issuer to subscribe to the offer), Sr. No. 4 (i.e. shareholding pattern of the Company before and after the preferential issue) and Sr. No. 9 (i.e. basis of pricing of the issue) of Table of explanatory statement of Item Nos. 8 to 9 of the AGM Notice shall be substituted with following: Sr. Particulars Detailed information 3. Intent of the Except for Shashin Patel, a member of the promoter group, none of the promoters/promoter group, directors, promoters, directors, key managerial personnel or senior management of the Company, intend to subscribe to the proposed key managerial preferential issue as per the resolution no. 8 and 9. personnel or senior management of the issuer to subscribe to the offer 4. Shareholding pattern The shareholding pattern of the Company before and after the preferential issue under Non-Promoter Tranche of the Company Allotment and Promoter Tranche Allotment are mentioned as below: before and after the preferential issue Category of Pre-Issue Post Issue Post Issue on a fully Shareholders diluted basis* Total No of Percentage Total No of Percentage Total No of Percentage equity of total equity of total equity of total shares number of shares number of shares number of equity equity equity shares shares shares Promoter and 4,37,87,981 25.52 11,93,43,536 30.45 11,93,43,536 29.85 Promoter Group (A) Public (B) 12,77,82,819 74.48 27,25,77,293 69.55 28,05,27,043 70.15 Total (A) + 17,15,70,800 100.00 39,19,20,829 100.00 39,98,70,579 100.00 Custodian (C) 0 0 0 0 0 0 Grand total 17,15,70,800 100.00 39,19,20,829 100.00 39,98,70,579 100.00 (A) + (B) +(C) *After taking into consideration 79,49,750 ESOP grants under ESOP Scheme of the Company. 9. Basis of pricing of the Basis of issue price for Non-Promoter Tranche Allotment: issue The proposed preferential issue to the Lenders under Non-Promoter Tranche Allotment is being made pursuant to a conversion of the Lenders debt, as a part of debt restructuring implemented in accordance with the guidelines specified by the Reserve Bank of India (the “RBI”). The extant guidelines specified by the RBI for debt restructuring are prescribed under the Reserve Bank of India (Commercial Banks – Resolution of Stressed Assets) Directions, 2025 (“RBI Framework”). In terms of Regulation 158(6) of the SEBI ICDR Regulations, the proposed preferential issue to the Lenders under the Non-Promoter Tranche Allotment is exempt from the provision of Chapter V of the SEBI ICDR Regulations and the conversion price of such preferential issue is required to be determined in accordance with guidelines specified under RBI Framework which shall be in compliance with the applicable provision of the Companies Act, 2013. Further, such conversion price is required to be certified by two independent valuers. As per paragraph 160 of the RBI Framework, the issue price of equity shares for such debt restructuring shall be the lower of (1) or (2) below: (1) The average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange or the average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the ‘reference date’, whichever is lower; and Addendum to AGM Notice dated September 25, 2026 Page 1of 3 Sadbhav Engineering Limited Sr. Particulars Detailed information (2) Book value: Book value per share to be calculated from the latest audited balance sheet (without considering 'revaluation reserves', if any) adjusted for cash flows and financials post the earlier restructuring, if any. The date as on which the latest balance sheet is drawn up should not precede the date of restructuring by more than 18 months. In case the latest audited balance sheet is not available the shares are to be collectively valued at ₹1 per company. As per paragraph 161 of the RBI Framework, the “Reference Date” for conversion of debt into equity shall be the date on which bank approves restructuring scheme. Accordingly, the conversion price for equity shares proposed to be allotted to the Lenders under the Non- Promoter Tranche Allotment is as follows: Sr. No. Particulars Amount (₹) 1. Average of the weekly high and low of the volume weighted average price 9.34 during the twenty six weeks preceding the Reference Date* or Average of the weekly high and low of the volume weighted average prices during the two weeks preceding the Reference Date* 2. Book value per share as per the latest audited balance sheet 46.69 Lower of (1) and (2) 9.34 *Reference Date for determining the price for the equity shares to be allotted to the Lenders in terms of RBI Framework, shall be March 13, 2026. The conversion price so determined has been independently certified by two independent valuers namely Bhavesh M Rathod and Avani Vishnubhai Patel, in accordance with Regulation 158(6)(b) of the SEBI ICDR Regulations. Basis of issue price for Promoter Tranche Allotment: The proposed preferential issue to Shashin Patel, a member of promoter group under the Promoter Tranche Allotment is being made in a [Showing first 8,000 characters — download PDF for full document]