Extra-Ordinary General Meeting of Sharvaya Metals Limited to be held on November 06, 2026 at 11 AM through Video Conferencing (VC)/other Audio-Visual means (OAVM)

Sharvaya =i NOTICE IS HEREBY GIVEN THAT THE FIRST EXTRAORDINARY GENERAL MEETING OF THE FINANCIAL YEAR 2026-27 OF THE MEMBERS OF SHARVAYA METALS LIMITED WILL BE HELD ON FRIDAY, NOVEMBER 06, 2026 AT 11:00 AM. THROUGH VIDEO CONFERENCING (“VC”)/OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS Item No. 01: To consider and approve increase in Authorised Share Capital of the Company consequential alteration in capital clause of the 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 Section 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re- enactment thereof) and the Rules framed thereunder, consent of the members of the Company be and is hereby accorded for increase in the Authorized Share Capital of Sharvaya Metals Limited (“Company”) from existing INR 11,10,00,000 (Indian Rupees Eleven Crore Ten Lakhs Only) divided into 1,11,00,000 (One Crore Eleven Lakhs) Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 15,00,00,000 (Indian Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of INR 10/- (Indian Rupees Ten Only) each which shall rank pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company. RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the shareholders of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place and stated the following: “5/V. The Authorised Share Capital of the Company is INR 15,00,00,000 (Indian Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of INR 10/- (Indian Rupees Ten Only) each.” RESOLVED FURTHER THAT approval of the shareholders of the Company be and is hereby accorded to authorize the Board of Directors of the Company (hereinafter referred to as ‘Board” which term shall include any duly constituted committee empowered by the Board to exercise its powers including powers conferred under this resolution) and/or Company Secretary and Compliance Officer of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” . Registered Office & Factory Address.: Gat No. 59, 17th KM Stone, Nagar-Kalyan Highway, Village Bhalwani, Taluka - Parner, District - Ahilyanagar. Pin Code - 414 302. Maharashtra, INDIA. Email - info@sharvayametals.com, sharvayametals@gmail.com Website - www.sharvayametals.com Contact - +91- 9175448175 CIN NO. L27310PN2014PLC150937 Item No. 02: To consider and approve offer, issue and allotment of Equity Shares of the Company on Preferential Issue basis: To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to (i) the provisions of Sections 23, Section 42, 62 (1) (c), and other applicable provisions of the Companies Act, 2013 (‘Act’) read with the Rule 13 of the Companies (Share Capital and Debentures) Rule, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rule, 2014 and other applicable provisions, if any, of the Act any other procedural rule(s), regulation(s), circular(s), notification(s), order(s) etc., issued thereunder including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force; (ii) applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [SEBI (ICDR) Regulations, 2018]; (iii) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]; (iv) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [SEBI (SAST) Regulations, 2011]; (v) the provisions of the Foreign Exchange Management Act, 1999 including any amendments, statutory modification(s), variation(s) and/ or the rules and regulation framed thereunder, including the Foreign Exchange Management (Non-debt Instruments) Regulations, 2019, as amended, Foreign Exchange Management (Debt Instruments) Rules, 2019, as amended, Foreign Exchange Management (Overseas Investment) Regulations, 2022 read with Foreign Exchange Management (Overseas Investment) Rules, 2022 and amendment thereon, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended, the Depository Receipts Scheme, 2014, as amended, the current Consolidated FDI Policy (effective from October 15, 2020), as amended, issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (“Gol”) [collectively known as FEMA Regulations], (vi) any other rules / regulations / guidelines, if any, prescribed by the Securities and Exchange Board of India (“SEBI”), stock exchange where the shares of Sharvaya Metals Limited (“Company”) are listed i.e. BSE Limited (“Stock Exchange”) and/or any other statutory / regulatory authority; (vii) the Memorandum and Articles of Association of the Company; (viii) the Share Purchase And Swap Agreement dated October 14, 2026, entered between the Company, Success Electronics Private Limited (“Success”) and Success shareholders (herein referred as “Sellers or Proposed Allottees”), for acquisition of shares of Success by the Company; (ix) the valuation report of Success dated October 14, 2026 received from RV Bhavin R. Patel, bearing RV Registration No. IBBI/RV/05/2019/11668); and (x) valuation report of the Company dated October 14, 2026, received from CA Shwet Bhanushali, bearing RV Registration No. IBBI/RV/06/2025/15875, the approval of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company to create, offer, issue and allot, in one or more tranches, up to 21,00,000 (Twenty-One Lakhs) fully paid-up equity shares of the Company of face value of INR 10/- (Indian Rupees Ten Only) each (“Swap Shares”) at INR 144 (Indian Rupees One Hundred Forty-Four Only) per equity share, aggregating to INR 30,24,00,000 (Indian Rupees Thirty Crore Twenty-Four Lakhs Only) (“Purchase Consideration”), to Sellers, belonging to the promoter category of the Company, by way of a preferential issue on a private placement basis, for consideration other than cash, being the swap of shares of the Success, whereby the Company shall acquire from the Sellers 2,00,000 (Two Lakhs) Equity Shares of the Success (“Sale Shares”), representing 100% of the total paid- up share capital of the Success, on a share swap basis in the ratio of 2:21 (i.e., 21 equity shares of the Company for 2 equity share of Success), as full and final consideration in terms of the Share Purchase And Swap Agreement, and as per the particulars set out below: Swap of Equity Shares Ratio Table for acquisition of Success: Sr. | Name of Swap No. of Face Percen | Issue | Issue | Pre-Pref Equity No | the Seller/ | Ratio shares | value of | tage of | price | price | Holding shares of Category of shares | paid- | (Succ | per in the the Success of up ess) | Share | Company | Company tobe | Success | capital | per | of the to be acquire of Swap | Com issued on d (Sale Succes | Share | pany preferenti Shares) s (in (in al basis acquir | INR) | INR) (Swap ed (%) Shares) 1 | Mr. 2:21 44,050 10 2202 | 1,512 | 144 55,05,663 4,62,525 Shreyans (ie., 21 Ravindra equity Katariya / | sha [Showing first 8,000 characters — download PDF for full document]