Wherrelz IT Solutions approves share capital hike at EOGM

Wherrelz IT Solutions has announced the voting results for its Extra Ordinary General Meeting (EOGM) held on May 18, 2026. The meeting was conducted through video conferencing to consider two special resolutions regarding the company's capital structure and debt conversion. The resolutions were passed with the requisite majority, as detailed in the scrutinizer's report submitted by CA Shashank P. Doshi.

Voting Results Summary

The remote e-voting process commenced on May 15, 2026, and concluded on May 17, 2026. A total of 102,200 votes were polled during the meeting, representing 26.23% of the total outstanding shares. All votes were cast in favour of the resolutions, with no votes registered against them. The scrutinizer confirmed that the resolutions were passed as special resolutions.

Resolutions Passed

Shareholders approved the increase in the authorized share capital and the consequent alteration of the Memorandum of Association. Additionally, the company secured approval for the issuance of up to 4,67,70,300 equity shares on a preferential basis. These shares will be issued upon the conversion of an outstanding unsecured loan to persons belonging to the 'Non-Promoter Category'.

Resolution Votes For Votes Against % For Increase in Authorized Share Capital 102,200 0 100.00% Issuance of Equity Shares on Preferential Basis 102,200 0 100.00%

The meeting was attended by 9 promoters and 39 public shareholders. The results of the voting have been disclosed to the stock exchanges and are available on the company's website.

Wherrelz IT Solutions Limited has issued a corrigendum dated May 07, 2026 to the notice of its Extra Ordinary General Meeting (EGM) scheduled to be held on Monday, May 18, 2026 at 02:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). The corrigendum was approved by the Board of Directors at its meeting held on May 07, 2026, and has been circulated to shareholders on the same date. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Corrections in the EGM Corrigendum

The corrigendum addresses five specific corrections and modifications to the original EGM Notice dated April 17, 2026. The following table summarises the nature of each correction:

Correction No. Area of Correction 1 Postal ballot date in Item No. 2, para 1 (page 4) 2 Postal ballot date in Explanatory Statement, Item No. 2, point 1 (page 17) 3 Objects and utilization of loan proceeds, Item No. 2, point 2 (page 18) 4 Pre-preferential shareholding details of proposed allottees, Item No. 2, point 6 (page 21) 5 Status of proposed allottees as existing shareholders, Item No. 2, point 11 (page 24)

Corrections to Postal Ballot Dates

Two corrections relate to the date of shareholders' approval obtained through postal ballot in connection with loan agreements. The original EGM Notice referenced a postal ballot dated April 17, 2025 (in Item No. 2, para 1) and January 17, 2025 (in the Explanatory Statement). Both have been corrected to December 14, 2024 in the corrigendum.

Revision in Loan Utilization Disclosure

The corrigendum also revises the description of objects for which loan proceeds were utilized. The corrected objects are:

To acquire stake in LLP by way of capital contribution

To invest in fertilizer business by way of strategic investment in capital for development of IT Data and application for fertilizer business

To meet Working Capital requirement of the company

The utilization of loan proceeds, before conversion of the loan into shares, is detailed below:

S.N. Particulars Total Amount Utilized Tentative Timelines 1 To acquire stake/capital contribution in Skytone Logistic Park LLP, engaged in acquisition of land for establishment of proposed IT park 23,43,89,300 Upto March, 2025 2 To invest in fertilizer business for development of IT applications, data infrastructure and technology solutions for the fertilizer sector 18,94,40,000 Upto March, 2025 3 To meet Working Capital requirement of the company 4,38,73,700 Upto March, 2025 Total 46,77,03,000

Corrections to Pre-Preferential Shareholding Details

The corrigendum corrects the pre-preferential shareholding details for seven proposed allottees under Item No. 2 of the Explanatory Statement. The original notice had stated zero pre-preferential shares for all allottees. The corrected figures are presented below:

Sr. No. Name of Proposed Allottee Pre-Preferential Shares % of Voting Rights Shares Proposed to be Issued Post-Preferential Shares Post % of Voting Rights 1 Balaji Forex India Private Limited 800 0.21 59,24,200 59,25,000 12.56 2 Blackberry Sarees Private Limited 800 0.21 39,24,200 39,25,000 8.32 3 Comely Electrical Private Limited 15,000 3.85 64,84,200 64,99,200 13.78 4 Matrix Life Care Private Limited 800 0.21 73,24,200 73,25,000 15.53 5 Morning Vinimay Private Limited 800 0.21 82,24,200 82,25,000 17.44 6 Tripari Dealtrade Private Limited 800 0.21 54,24,200 54,25,000 11.50 7 Integrated Proteins Limited 800 0.21 94,65,100 94,65,900 20.07

All seven proposed allottees are categorised as Non-Promoter, Body Corporate entities.

Correction Regarding Allottee Shareholder Status

The fifth correction pertains to the status of the proposed allottees as existing shareholders of the company. The original EGM Notice stated that none of the proposed allottees are existing shareholders of the company. The corrected statement reads that all the proposed allottees are existing shareholders of the company, and pursuant to the allotment, they shall be covered under the public category in the shareholding pattern filed with the Stock Exchange.

Except for the modifications detailed in this corrigendum, all other contents of the EGM Notice dated April 17, 2026 remain unchanged. The corrigendum forms an integral part of the EGM Notice and is to be read in conjunction with it. The filing was signed by Pankaj Narendra Saxena, Managing Director (DIN: 10289985).

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