Notice of Extra-Ordinary General Meeting

Sobhagya Mercantile Limited has called an Extra-Ordinary General Meeting (EGM) on 2nd February 2026 (via video conferencing) to seek shareholder approval for issuing 26,49,500 convertible warrants at Rs. 674.49 each, aiming to raise approximately Rs. 178.71 Crores from five non-promoter allottees (mostly foreign funds/HNIs from Mauritius, Singapore, and India). The company plans to deploy around Rs. 154.30 Crores as equity/quasi-equity investment into three promoter group Special Purpose Vehicles (SPVs) — Nag HAM 182, Nag HAM 183, and Kitadi Torgaon Highway — which are executing Hybrid Annuity Model (HAM) road projects awarded by the Maharashtra Public Works Department, with the remaining Rs. 24.41 Crores earmarked for general corporate purposes and working capital. Under the HAM structure, the Maharashtra government funds 60% of project cost and pays fixed annuities plus interest over 10 years post-commencement, with expected total annuity income of approximately Rs. 502.82 Crores across the SPVs. Warrants require 25% upfront payment, with the balance (75%) due on conversion into equity shares within 18 months; lock-in periods will apply per SEBI rules. E-voting opens 29th January 2026 and closes 1st February 2026, with the cut-off date for eligibility being 27th January 2026.