Karnika Industries Issues Second Corrigendum to EGM Notice Ahead of May 11 Extraordinary General Meeting

Karnika Industries Limited has issued a second corrigendum on May 5, 2026, to the notice of its Extraordinary General Meeting (EGM) scheduled for Monday, May 11, 2026, at 1:00 P.M. (IST) via Video Conferencing / Other Audio-Visual Means. The corrigendum, filed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, incorporates corrections and rectifications to the Explanatory Statement under Item No. 2 of the original EGM notice dated April 16, 2026, as read with the first corrigendum dated April 28, 2026. These revisions have been made based on suggestions and comments received from the National Stock Exchange of India Limited.

Key Corrections in the Second Corrigendum

The second corrigendum addresses several specific amendments to the EGM Explanatory Statement. Under Point B (Objects of the Preferential Issue), typographical errors in the "Utilization of Issue Proceeds" section have been corrected — the word "facto" in the second paragraph has been replaced with "factors," and "yea" in the third paragraph has been replaced with "years." Under Point H (Basis on which the price has been arrived at), the VWAP figures used for determining the issue price floor have been revised as detailed below:

Parameter: Revised Figure Original Figure 90-trading-day VWAP (preceding Relevant Date): ₹120.11 per Equity Share ₹120.15 per Equity Share 10-trading-day VWAP (preceding Relevant Date): ₹108.74 per Equity Share ₹110.30 per Equity Share

Accordingly, the floor price under Regulation 164 of the SEBI ICDR Regulations stands at ₹120.11 per equity share, being the higher of the two VWAP figures.

Preferential Issue Details

The Board of Directors, at its meeting held on April 11, 2026, approved the issuance of up to 39,66,860 (Thirty Nine Lakhs Sixty Six Thousand Eight Hundred and Sixty) Convertible Warrants on a preferential basis. Each warrant carries the right to subscribe to one fully paid-up equity share of the Company at an issue price of ₹121/- per warrant, including a premium of ₹111/- per warrant, aggregating up to ₹47,99,90,060/- (Rupees Forty-Seven Crores Ninety-Nine Lakhs Ninety Thousand and Sixty only). The issue price of ₹121/- per warrant is consistent with the valuation report dated April 10, 2026, obtained from Independent Registered Valuer Mr. Manish Gadia (Registration No.: IBBI/RV/06/2019/11646), and is higher than the floor price determined under Regulation 164 of the SEBI ICDR Regulations.

The proposed utilization of the issue proceeds is outlined below:

Sl. No. Object of Issue: Indicative Amount: Percentage of Total: Tentative Timeline: 1. Working capital requirements (repayment to creditors and bank loans): ₹40,00,00,000 (approx.) 83.33% (approx.) Within 24 months from receipt of funds 2. General corporate purposes (including issue-related expenses): ₹7,99,90,060 (approx.) 16.67% (approx.) As determined by the Board

Proposed Allottees and Shareholding Impact

The preferential issue is proposed to be allotted to 14 allottees, comprising promoters, promoter group entities (including HUFs), and one non-promoter. The key proposed allottees include Niranjan Mundhra, Shiv Shankar Mundhra, Mahesh Kumar Mundhra, Jagdish Prasad Mundhra, Saroj Devi Mundhra, Poonam Mundhra, Priyanka Mundhra, Kirti Mundhra, Krishan Kumar Karnani, and their respective HUFs, along with Bhagwan Nath Sidh as the sole non-promoter allottee.

The impact on the shareholding pattern, assuming full conversion of all 39,66,860 convertible warrants into equity shares, is summarized below:

Category: Pre-Issue Shares Pre-Issue (%) Post-Issue Shares Post-Issue (%) Promoters & Promoter Group: 45501500 73.39 49303080 74.74 Non-Promoters: 16496000 26.61 16661280 25.26 Grand Total: 61997500 100.00 65964360 100.00

The existing promoters will continue to remain in control of the Company following the preferential allotment, with no change in management or control.

Additional Amendments and Compliance

The second corrigendum also replaces the paragraph under Point Q (allotments on preferential basis already made during the year), clarifying that the Company has not made any allotment on a preferential basis during the financial year commencing April 1, 2026, till date. The updated link for the Practicing Company Secretary (PCS) certificate issued by Mrs. Poonam Binani (ACS No. A33638, CP No. 12552) and the revised valuation report are now accessible on the Company's website. The EGM notice, as amended by both the first corrigendum dated April 28, 2026, and this second corrigendum dated May 5, 2026, has been uploaded on the websites of the Company, the National Stock Exchange of India Limited, and the National Securities Depository Limited. All other contents of the original EGM notice and the first corrigendum remain unchanged.

karnika industries Limited has issued a corrigendum to the notice of its Extraordinary General Meeting (EGM) scheduled for May 11, 2026, through video conferencing and other audio-visual means. The corrigendum, dated April 28, 2026, modifies the Special Resolution pertaining to Item No. 2 and the Explanatory Statement forming part of the EGM Notice dated April 16, 2026. The modifications have been made based on suggestions and comments received from the National Stock Exchange of India Limited.

The Board of Directors at its meeting held on April 11, 2026, approved the issuance of up to 39,66,860 convertible warrants on a preferential basis. Each warrant carries a right to subscribe to one fully paid-up equity share of the company at a price of ₹121 per warrant, including a premium of ₹111 per warrant, aggregating up to ₹47,99,90,060. The proceeds from the preferential issue are proposed to be utilized primarily for working capital requirements, including timely payment of trade creditors and servicing or repayment of bank loans and other short-term borrowings. The balance proceeds will be utilized for general corporate purposes.

Pricing and Valuation Details

The issue price of ₹121 per warrant has been determined in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The relevant date for price determination is April 10, 2026. The floor price is ₹120.15 per equity share, being the higher of the 90-day volume weighted average price (VWAP) of ₹120.15 and the 10-day VWAP of ₹110.30. The company has obtained a valuation report dated April 10, 2026 from Mr. Manish Gadia, an Independent Registered Valuer, which has been taken into consideration while determining the issue price.

Parameter Value Issue Price per Warrant ₹121 Face Value per Warrant ₹10 Premium per Warrant ₹111 90-day VWAP ₹120.15 10-day VWAP ₹110.30 Floor Price ₹120.15 Total Issue Size ₹47,99,90,060

Utilization of Issue Proceeds

The company intends to utilize the proceeds raised through the preferential issue towards specific objects. The indicative allocation of funds is as follows:

Sl. No. Object of Issue Indicative Amount Percentage Tentative Timeline 1 Working capital requirements for business operations for repayment to Creditors and Bank Loan ₹40,00,00,000 (approx.) 83.33% (approx.) Within 24 months from receipt of funds 2 General corporate purposes (including Preference Issue related expenses) ₹7,99,90,060 (approx.) 16.67% (approx.) As per business requirements

Proposed Allottees and Shareholding Pattern

The convertible warrants shall be issued and allotted to 14 proposed allottees, including 13 promoters and promoter group entities, and one non-promoter. The detailed allocation of warrants among the proposed allottees is provided below:

Sl. No. Name of Proposed Allottee Category Number of Convertible Warrants 1 Niranjan Mundhra Promoter 247,930 2 Shiv Shankar Mundhra Promoter 247,930 3 Mahesh Kumar Mundhra Promoter 247,930 4 Jagdish Prasad Mundhra Promoter 661,150 5 Saroj Devi Mundhra Promoter 330,570 6 Poonam Mundhra Promoter 330,570 7 Priyanka Mundhra Promoter 330,570 8 Kirti Mundhra Promoter 330,570 9 Krishan Kumar Karnani Promoter 82,640 10 Jagdish Prasad Mundhra HUF Promoter 247,930 11 Niranjan Mundhra HUF Promoter 247,930 12 Shiv Shankar Mundhra HUF Promoter 247,930 13 Mahesh Kumar Mundhra HUF Promoter 247,930 14 Bhagwan Nath Sidh Non-Promoter 165,280

The shareholding pattern prior to the preferential issue is as on March 31, 2026. On a fully diluted basis, assuming full conversion of 39,66,860 convertible warrants into equity shares, the post-issue shareholding pattern shows promoters' holding increasing from 73.39% to 74.74%, while non-promoters' holding decreases from 26.61% to 25.26%. The existing promoters will continue to be in control of the company, and there will not be any changes in the management or control as a result of the proposed preferential allotment.

Regulatory Compliance and Timeline

The corrigendum states that the allotment of convertible warrants shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, subject to regulatory approvals. The company has obtained a certificate from Mrs. Poonam Binani, Practicing Company Secretary, certifying that the preferential allotment is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations. The complete issue proceeds are expected to be received within 18 months from the date of allotment of the warrants. The equity shares issued upon conversion of warrants will be listed on the NSE (SME Emerge) and rank pari-passu with existing equity shares.

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