BSEAGM/EGM9 Aug 2026 · 9 Aug 2026, 01:03 pm

An Extra Ordinary General Meeting ("EOGM") of Cosmic CRF Limited shall be held on Wednesday, September 2, 2026 at 3:00 P.M. (IST) via VC/OACM facility.

Cosmic CRF Ltd · 543928

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Cosmic CRF Ltd has called an Extra-Ordinary General Meeting (EOGM) to consider a special resolution for the further issue of up to 7,25,041 equity shares on a preferential basis for the acquisition of 30,71,025 (26%) fully paid-up equity shares of M/S. N. S. Engineering Projects Pvt. Ltd. through a share swap to make it a wholly owned subsidiary.

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Earnings Impact2/10
Growth Catalyst4/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk3/10
Liquidity Impact5/10
Market Sentiment4/10

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Cosmic CRF Ltd - 543928 - Notice Of The Extra-Ordinary General Meeting Of The Company Scheduled To Be Held On Wednesday, September 2, 2026 At 3:00 P.M. (IST)

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E‘ COSMIC CRF LIMITED CIN NO. L27100WB2021PLC250447 COSMCCRE Phone No. +91 33 79647499e E-mail : info@cosmiccrf.com e www.cosmiccrf.com Ref: CCL/BSE/2026-27/049 Date: August 9, 2026 Listing Department, BSE Limited P.J. Towers, Dalal Street Mumbai-400001 Scrip Code: 543928 Company Name: Cosmic CRF Limited Sub: Notice of the Extra-Ordinary General Meeting of the Company scheduled to be held on Wednesday September 2, 2026 at 3:00 P.M. (IST) Dear Sir/ Madam, With reference to the above subject and pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule 111, we are enclosing herewith the Notice of Extra — Ordinary General Meeting (“EOGM™) of the Company scheduled to be held on Wednesday, September 2, 2026 at 3:00 P.M (IST) via Video Conference(*“VC”)/Other Audio Visual Means(“OAVM?”) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”). The Company is providing electronic voting facility to its members to exercise their right to vote by electronic means on any or all the items of business as set out in the Notice, through National Securities Depository Limited (NSDL) e-voting platform, which will commence on Sunday, August 30, 2026 at 09:00 A.M. (IST) and ends on Tuesday, September 01, 2026 at 5:00 P.M. (IST). The E-Voting module will be disabled after 5 P.M. (IST) on Tuesday, September 01, 2026. The members who have not cast their votes by remote e-voting can exercise their voting rights through the e-voting system during the EOGM. A person, whose name is recorded in the Register of Members as on the cut-off date i.e., Wednesday, August 26,2026, only shall be entitled to avail the facility of remote e-voting or e-voting at the meeting. The Notice of EOGM is also available on the Company's website at www.cosmiccrf.com. Kindly take the above information on record and disseminate. Thanking you, Yours faithfully, For Cosmic CRF Limited Priya Sayani Company Secretary & Cumpllance Officer Encl. A/a Registered Office: Cosmic Tower, 19 Monohar Pukur Road, 2nd Floor, Kolkata, West Bengal, PIN :700029 Works: Village: Ajabnagar, P.O. : Molla Simla, P.S.: Singur, District : Hooghly, West Bengal, PIN : 712223 COSMIC CRF LIMITED COSME CRF CIN NO. L27100WB2021 PLC250447 Phone No. +91 33 79647499 « E-mail : info@cosmiccrf.com « www.cosmiccrf.com NOTICE OF THE EXTRA ORDNIRAY GENERAL MEETING Notice is hereby given that an Extra-Ordinary General Meeting of the members of Cosmic CRF Limited will be held on Wednesday, September 2, 2026 at 3.00 P.M. (IST) through Video Conferencing (“VC”)/other Audio-Visual Means (‘OAVM) Facility to transact the following businesses: Special Business: 1. FURTHER ISSUE OF UP TO 7,25,041 EQUITY SHARES OF THE COMPANY ON PREFERENTIAL BASIS FOR CONSIDERATION OTHER THAN CASH TOWARDS ACQUISITION OF 30,71,025 (26%) FULLY PAID-UP EQUITY SHARES OF M/S. N. S. ENGINEERING PROJECTS PVT. LTD., BY WAY OF A SHARE SWAP TO MAKE IT A WHOLLY OWNED SUBSIDIARY. To consider and if thought fit, to pass with or without modification, the following resolutions as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 42, 62, 186, 188 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, (“the Act”) and in accordance with the relevant provisions of the Memorandum and Articles of Association of the Company, and in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), including any statutory modification(s) or re- enactment(s) thereof from time to time, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof from time to time (“Listing Regulations”), and in accordance with all other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Govemment of India, Ministry of Corporate Affairs ("MCA”), Securities and Exchange Board of India (“SEBI”), or any other statutory/ regulatory authorities and all such approvals, permissions, consents and sanctions of any authorities, as may be necessary and subject to such terms and conditions, alteration and modifications as may be imposed or prescribed by any of them while granting such approvals, permissions, consents or sanctions, if any, and which may be accepted by the Board of Directors of the Company (“Board”, which term shall be deemed to include Management Committee of the Board of Directors), consent of the shareholders of the Company be and is hereby accorded to the Board (which term shall be deemed to mean and include one or more committee(s) constituted by the Board to exercise its powers including the powers conferred by this Resolution), to offer, issue and allot 7,25,041 (Seven Lakh Twenty-Five Thousand and Forty-One) fully paid-up equity shares of face value of ¥10/- (Rupees Ten Only) each at a price of %1,330/- (Rupees One Thousand Three Hundred and Thirty Only) per equity share, including a premium of 1,320/~ (Rupees One Thousand Three Hundred and Twenty Only) per equity share, aggregating up to ¥96,43,04,530 (Rupees Ninety-Six Crores Forty-Three Lakhs Four Thousand Five Hundred and Thirty Only) (‘Total Issue Size'), determined based on the valuation report dated August 3, 2026 issued by CA Manish Gadia, an Independent Registered Valuer (IBBI/RV/06/2019/11646), for determining the share swap ratio of 236.09:1,000 (i.e., 236.09 equity share(s) of Cosmic CRF Limited to be issued for every 1,000 equity share(s) of N. S. Engineering Projects Private Limited) to the following persons/entities belonging to the Promoter & Promoter Group and Public Category on a preferential basis for consideration other than cash, as discharge of the total non-cash consideration of payable for acquisition of 30,71,025 (26%) fully paid-up equity shares of face value of ¥10/- each of M/s. N. S. Engineering Projects Private Limited (‘NSEP’), from the selling shareholders of NSEP (the ‘Purchase Shares’), on such terms and conditions as agreed and set forth in the Share Acquisition and Share Swap Agreement (‘'SASSA') dated August 3, 2026 entered into amongst the Company, NSEP and the selling shareholders of NSEP, and on such further terms and conditions as may be determined by the Board in accordance with the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. Registered Office: Cosmic Tower, 19 Monohar Pukur Road, 2nd Floor, Kolkata, West Bengal, PIN :700029 Works: Village: Ajabnagar, P.O. MollaSimla,P.S.: Singur, District: HoogWhestl Beynga,l, PIN : 712223 S. Name of the NSEP % NSEP Categor| Maximum Mode of No. | proposed Allottee Purchas Purchas y number of discharge (NSEP selling e Shares e shares Shares of Purchase shareholders) propose propose proposed to Considerati dtobe dtobe be issued on (¥) Acquired | Acquired and allotted Approx. 1 | M/s AVB Endeavors| 28,13,015 23.82 | Promote 664,125 88,32,86,25 Private Limited r Group 0 (non-cash) 2 | Mr. Aditya Vikram 100 0.00 | Promote 24 31,920 Birla r (non-cash) 3 | Mrs. Purvi Birla 100 0.00 | Promote 24 31,920 r Group (non-cash) 4 | M/s Prilika 100 0.00 | Promote 24 31,920 Enterprises Private r Group (non-cash) Limited 5 | M/s. AVB Entech 100 0.00 | Promote 24 31,920 Private Limited r Group (non-cash) 6 | Aditya Vikram Birla 100 0.00 | Promote 24 31,920 (HUF) r Group (non-cash) 7 | Invicta Continuum 2,57,510 218 Public 60,796 8,08,58,680 Fund | (non-cash) Total 30,71,025 26.00 - 7,25,041 96,43,04,530 RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regul [Showing first 8,000 characters — download PDF for full document]