Shareholders meeting

Date: August 12, 2026 The Manager, Listing & Compliance Department The National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 Symbol: TEMBO Dear Sir/Madam, Subject: Notice of the Extra-Ordinary General Meeting of the Members scheduled to be held on Friday, September 04, 2026 Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please take note that the Extra-Ordinary General Meeting of the Members of the Company is scheduled to be held on Friday, September 04, 2026, at 12:30 P.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”). The Notice of the Extra-Ordinary General Meeting is uploaded on the company’s website www.tembo.in and enclosed herewith for the reference of members. Further, the electronic copy of the Notice of the Extra-Ordinary General Meeting has been dispatched / sent to the Members through email on August 12, 2026, whose email were registered with the Company’s Registrar and Share Transfer Agent/ Depositories. Further, please note the following: Sr. No. Particulars Date 1 Cut-off Date/ Record Date for determining Friday, August 28, 2026 the eligibility of the Members to cast their vote through remote e-voting prior to the meeting ore-voting during the meeting. 2 Remote e-voting Period Commence on September 01, 2026 at 09: 00 A.M. (IST) and ends on September 03, 2026 at 05:00 P.M (IST) We request you to kindly take the above on record and bring to the notice of all concerned. Thanking You, Yours Faithfully For TEMBO GLOBAL INDUSTRIES LIMITED Sanjay Jashbhai Patel Managing Director DIN: 01958033 Encl: Notice of Extra-Ordinary General Meeting NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING Notice is hereby given that the Extra-Ordinary General Meeting (“the EGM / the Meeting”) of the Members of M/s. Tembo Global Industries Limited (“the Company”) will be held on Friday, September 04, 2026 AT 12:30 P.M. (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) (“hereinafter referred to as “electronic mode”) to transact the following business: SPECIAL BUSINESS: 1. ISSUE OF 2,00,00,000 WARRANTS, CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER AND NON- PROMOTER CATEGORY: To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited (“NSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permissions(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Directors of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members be and is hereby accorded to create, issue, offer and allot, from time to time in one or more tranches, up to 2,00,00,000 (Two Crores) Warrants (“Warrants”) each Warrant convertible into 1 (one) Equity Share of the Face Value of Rs. 1/- (Rupees One Only) each on a preferential basis, for cash, at an issue price of Rs. 57/- (Rupees Fifty-Seven Only) including premium of Rs. 56/- (Rupees Fifty-Six Only) each per Warrant at the price determined by the board in accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR Regulations (‘Warrant Issue Price’) aggregating to an amount not exceeding Rs. 1,14,00,00,000/- (Rupees One Hundred and Fourteen Only), to the following promoter and non-promoter individual/entities (hereinafter referred to as the “Proposed Allottees of Warrant”), entitling the warrant holders to exercise option to convert and get allotted 1 (One) Equity Share of Face Value of Rs. 1/- (Rupees One Only) each of the Company (“Equity Shares”) for each Warrant, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, and in such form and manner and in accordance with the provisions of ICDR Regulations and Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members: Sr. Names of the Proposed Category No. of Issue Price Outcome of the No. Allottees Warrants (Promoter Warrants (INR) subscription / and Non- proposed Investment Promoter) to be issued amount (INR) (up to) (Approx/ maximum.) 1 Fatema Shabbir Kachwala Promoter 70,00,000 57 39,90,00,000 2 Taruna Piyush Patel Promoter 17,50,000 57 9,97,50,000 3 Piyush Jashbhai Patel Promoter 17,50,000 57 9,97,50,000 4 Sanjay Patel Holdings Private Promoter 57 Limited 35,00,000 19,95,00,000 5 Non- 57 Zeal Global Opportunities Fund Promoter 20,00,000 11,40,00,000 6 AL Maha Investment Fund Non- 57 PCC-ONYX Strategy Promoter 20,00,000 11,40,00,000 7 Maestro Emerging Fund PCC - Non- 57 Value Investing Promoter 20,00,000 11,40,00,000 RESOLVED FURTHER THAT in terms of the provisions of Chapter V of ICDR Regulations including Regulation 161, the “Relevant Date” for determining the Floor Price of Warrants shall be Wednesday, August 05, 2026, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders of the Company scheduled to be held on Friday, September 04, 2026. RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of the Warrants shall be subject to the following terms and conditions apart from the other terms and conditions as prescribed under applicable laws: a. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 1/- (Rupees One Only) each to the Warrant holders; b. An amount equal to 25% (Twenty-Five Percent) of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% (Seventy-Five Percent) of the Warrant Issue Price shall be payable by the Warrant Holder(s) on or before the exercise of the entitlement attached to the Warrant(s) to subscribe for the Equity Shares; c. The respective Warrant holder shall make payment of Warrant price from their own bank accoun [Showing first 8,000 characters — download PDF for full document]