Notice of EGM

NOTICE OF EXTRA ORDINARY GENERAL MEETING Notice is hereby given that an Extra Ordinary General Meeting (“EGM”) of the members of Taylormade Renewables Limited (“the Company”) will be held on Wednesday, November 18, 2026 at 01:00 PM through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business: SPECIAL BUSINESS: 1. TO ISSUE FULLY CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO THE PEOPLE BELONGING TO PROMOTER GROUP 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(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 (the “SEBI Takeover Regulations”) each as amended from time to time, the listing agreements entered into by the Company with BSE Limited ( the “Stock Exchange”) where the securities of the Company are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs (“MCA”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”) and/or any other competent authorities (hereinafter referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company and such approvals, consents, permissions and sanctions as may be necessary or required from the lenders or any other authority, if any and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee(s) constituted / to be constituted by the Board or committee constituted/ to be constituted of management to exercise its powers including the powers conferred by this Resolution), the consent of the Members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, in one or more tranches, upto 14,00,000 (Fourteen Lakh Only) fully convertible warrants (“warrants”), each convertible into, or exchangeable, at an option of Proposed Allottees, within a maximum period of 18 months from the date of allotment of warrants into equivalent number of fully paid up equity share of the Company of face value of Rs.10/- (Rupee Ten Only) each at a CIN: L36000GJ2010PLC061759 1201 to 1215, 12th Floor, Solitaire Connect, Nr. BMW Showroom, S.G. Highway, Makarba, Ahmedabad- 380051, Gujarat, India. Tel.+ 91 79 40040888, 40035875 Email: cs@tss-india.com, info@trlindia.com price of ₹71.30/- (Rupees Seventy One and Thirty Paise Only) each payable in cash (“Warrant Issue Price”), aggregating upto ₹9,98,20,000 (Rupees Nine Crore Ninety Eight Lakh Twenty Thousand Only), to the below mentioned proposed allottees (“Proposed Allotees”), on preferential issue basis in accordance with the provisions of Chapter V of the SEBI ICDR Regulations, in such manner and on such terms and conditions as are stipulated in the explanatory statement attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI ICDR Regulations and other applicable laws to the following: Sr.No Name of Proposed Allottees Proposed No. of Category Warrants to be issued 1. Dharmendra Sharad Gor 12,00,000 Promoter 2. Neera D Gor 1,00,000 Promoter 3. Harsh D Gor 1,00,000 Promoter/Promoter Group Total 14,00,000 RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determination of the floor price for the proposed preferential issue is October 19, 2026, being 30 days prior to the date of the Extraordinary General Meeting scheduled to be held on November 18, 2026. RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the warrants and equity shares to be allotted on exercise of the option attached to the warrants under the preferential issue shall be subject to the following terms and conditions apart from others as prescribed under applicable laws: a) The warrants shall be allotted in dematerialized form within a period of fifteen days from the date of passing of the special resolution by the Members, provided that where the allotment of warrants is subject to receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of fifteen days from the date of receipt of last of such approvals or permissions. b) The equity shares to be allotted on exercise of warrants shall be in dematerialized form only and subject to the provisions of the Memorandum and Article of Association of the Company and shall rank pari-passu in all respects with the existing equity shares of the Company. c) The Warrants may be exercised into Equity Shares as aforesaid by the Warrant holder(s)/ Proposed Allottee(s) at any time before the expiry of 18 (eighteen) months from the date of allotment of the Warrants. d) An amount equivalent to at least 25% of the warrant issue price i.e. Rs. ₹17.825/- per warrant shall be payable upfront along with the application and the balance 75% shall be payable by the Proposed Allottees CIN: L36000GJ2010PLC061759 1201 to 1215, 12th Floor, Solitaire Connect, Nr. BMW Showroom, S.G. Highway, Makarba, Ahmedabad- 380051, Gujarat, India. Tel.+ 91 79 40040888, 40035875 Email: cs@tss-india.com, info@trlindia.com on the exercise of option of conversion of the warrant(s). The amount paid against warrants shall be adjusted/ set-off against the issue price for the resultant equity shares. e) The issue of warrants as well as equity shares arising from the conversion of the warrants shall be governed by the regulations issued by the SEBI or any other statutory authority as the case may be or any modifications thereof. f) The pre-preferential allotment shareholding of the proposed allottees, if any, in the Company and warrants allotted in terms of this resolution and the resultant equity shares arising on exercise of option attached to such warrants shall be subject to lock-in as specified in the provisions of Chapter V of the ICDR Regulations. g) The price determined above and the number of equity shares to be allotted on exercise of the option attached to the warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time. h) The option attached to the warrants may be exercised by the proposed allottees, in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the warrants by issuing a written notice to the Company. The company shall accordingly, without any further approval from the members, allot the corresponding number of equity shares in dematerialized form. i) The respective Warrant Holders(s)/ Proposed Allottee(s) shall make Payment of Warrant Subscription Price and Warrant Exercise Price from their own bank account into the designated bank account of the Company and in the case of jo [Showing first 8,000 characters — download PDF for full document]