Allotment of Equity Shares pursuant to conversion of warrants

August 25, 2026 Listing Compliance Department, BSE Limited, P.J.Towers, Dalal Street, Mumbai- 400001 Scrip Code: 543378 Sub: Outcome of Board Meeting held on August 25, 2026. Dear Sir, Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Board of Directors of the Company in its meeting held today i.e. August 25, 2026, at the registered office of the Company, inter alia considered and approved the following: 1. Based on recommendation of Nomination & Remuneration Committee, the Board re-appointed Mr. Pravin Bansilal Kharwa (DIN: 09113005), as a Non-executive Independent Director of the Company w.e.f. March 19, 2026 and subject to approval of shareholders of the Company for a second term of 5 years. The detailed disclosure with respect to re-appointment of Mr. Pravin Bansilal Kharwa as required to be furnished pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI Listing Regulations and SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026, is enclosed herewith as an “Annexure A.” 2. Based on recommendation of Audit Committee, the Board appointed M/s Makwana Sweta & Associates, as an Internal Auditor of the Company for the Financial Year 2026-27. The detailed disclosure with respect to re- appointment of M/s Makwana Sweta & Associates as required to be furnished pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI Listing Regulations and SEBI Circular No. SEBI/HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated 30th January, 2026, is enclosed herewith as an “Annexure B.” 3. Allotment of Equity Shares pursuant to conversion of warrants:  Allotment of 11,013 Equity Shares pursuant to conversion of warrants into Equity of face value of Rs. 10/- each and an additional 44,052 equity shares under the bonus issue in the proportion of 4:1 i.e., 4 (Four) new fully paid-up equity share of Rs. 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up equity share of Rs. 10/- (Rupees Ten only) each approved on 24th December 2025 via postal ballot and the required “in-principle” approval for the same has been duly received, to “Promoters Category and Non-Promoters Category”, on preferential basis, upon receipt of balance Rs. 680.25/- per warrant (being 75% of Rs. 907/- the issue price per warrant).  On allotment of the aforesaid shares, the paid-up capital of the Company will be increased from Rs 22,75,97,400/- (2,27,59,740 equity shares of face value of Rs. 10/- each fully paid up) to Rs. Rs 22,81,48,050/- (2,28,14,805 equity shares of face value of Rs. 10/- each fully paid up). The new equity shares so allotted shall rank pari passu with the existing equity shares of the Company (The stated paid-up capital is inclusive of the Bonus Shares so allotted.)  The list of allottees of Equity Shares Pursuant to conversion of Warrants allotted on Preferential Basis is enclosed herewith as “Annexure C.  The detailed disclosure with respect to the allotment as required to be furnished pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI Listing Regulations and SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026, is enclosed herewith as “Annexure D.” 4. Based on recommendation of Audit Committee, the Board approved the Omnibus approval for entering into related party transactions of a value not exceeding Rs. 150 Crores (Rupees One Hundred and Fifty Crores Only) during the financial year F.Y. 2026–2027. 5. The draft Board Report along with annexures for the F.Y. 2025-26, thereto pursuant to Section 134 of the Companies Act, 2013. 6. Based on recommendation of Audit Committee, the Board approved the Management Discussion and Analysis Report along with its annexures for the F.Y. 2025-26, prepared in accordance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 7. Appointment of M/s. M Rupareliya & Associates (Membership No. F14025, CP NO. 18634) Practicing Company Secretaries as Scrutinizer for the purpose of 10th Annual General Meeting. 8. The draft notice of 10th Annual General Meeting and fixed the date, time and place for meeting. The detailed disclosure with respect to appointment of aforesaid Director as required to be furnished pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI Listing Regulations and SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026, is enclosed herewith as Annexures. We wish to inform you that Board Meeting commenced today at 5:30 P.M and concluded at 06:00 P.M. Kindly acknowledge and oblige. Thanking You Yours Faithfully, For CWD Limited Tejas Ramniklal Kothari Jt. Managing Director & CFO DIN: 01308288 Annexure A The details with respect to the appointment of Independent Director as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 dated January 30, 2026 as amended. Sr. Particulars Disclosures 1 Reason for change viz. appointment, Re-appointment of Mr. Pravin Bansilal Kharwa (DIN: reappointment, resignation, removal, death or 09113005) as a Non-Executive Independent Director. otherwise; 2 Date of appointment/re-appointment/cessation July 19, 2026 (as applicable) & term of appointment/re- appointment Term of Re-appointment: Second term of Five years w.e.f. March 19, 2026 3 Qualification Mr. Pravin Kharwa holds a Bachelor of Commerce (B.Com.) degree from the University of Bombay, Mumbai (1994). He is a member of the Institute of Chartered Accountants of India (ICAI) since November 1998 and has also cleared the Information System Audit (ISA) Examination of ICAI in September 2005. 4 Expertise in specific functional areas Expertise in Specific Financial Areas: He has extensive expertise in Statutory Audit, Internal Audit, Tax Audit, Ind AS and IFRS, financial reporting and GAAP-to-Ind AS/IFRS transition, financial and tax due diligence, group audit and consolidation, and financial compliance and certification matters. He also has experience in Audit Committee reporting and financial review across various sectors including manufacturing, FMCG, infrastructure, insurance, asset management and information technology. 5 Brief profile (in case of appointment) Mr. Pravin Kharwa, aged 48 years is a Non-Executive Independent Director of our Company. He was appointed on the Board of our Company w.e.f. March 19, 2021. He has completed his Bachelor of Commerce from University of Bombay, Mumbai in the year 1994 and also a member of the Institute of Chartered Accountants of India since November 1998 and also cleared the Information System Audit Exam of ICAI in September 2005. He has more than two decades of experience in the field of statutory audit in IGAAP, Ind AS and IFRS, managing transition of IGAAP financials to IND-AS and IFRS financials, internal Audits, Tax Audits, certification works, prepared and presented audit committee presentation, Fit for consolidation (FFC) and Group Audit and Financial and tax compliance due diligence. 6 Term of Appointment Mr. Pravin Bansilal Kharwa has been re-appointed w.e.f. March 19, 2026 for second term of 5 years subject to approval by shareholders in the ensuing Annual general Meeting. 7 Disclosure of relationships between s (in case of Mr. Pravin Bansilal Kharwa is not related to any Director appointment of a director) on the Board of the Company. 8 Other Directorships/Partner: No 9 Debarred from holding the office of Director by In compliance with the provisions of SEBI (Listing virtue of any order issued by SEBI or any other Obligations and Disclosure Requirements) Regulations, authorities as required under the circular issued 2015, we wish to confirm that Mr. Pravin Bansilal by Stock Exchanges. Kharwa (DIN: 09113005) have not be [Showing first 8,000 characters — download PDF for full document]