Apex Capital and Finance Limited has informed BSE Limited of a forthcoming Board of Directors meeting, scheduled for Tuesday, May 26, 2026, at 04:15 P.M. The meeting has been convened pursuant to Regulation 29 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary agenda of the meeting is to consider, record, and approve the audited financial results of the company for the quarter and year ended March 31, 2026.

Board Meeting Details

The following key details pertain to the scheduled board meeting:

Trading Window Closure

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has also communicated the status of the trading window closure for its designated persons and their immediate relatives. The trading window, which commenced on Wednesday, April 1, 2026, will remain closed until 48 hours from the date of declaration of the audited financial results for the quarter and year ended March 31, 2026.

The intimation was submitted to the Listing Department of BSE Limited on May 19, 2026, and was signed by Phul Jha, Company Secretary and Compliance Officer (ICSI M. No. ACS 20850), on behalf of Apex Capital and Finance Limited.

The Securities Committee of Apex Capital & Finance Limited, at its meeting held on May 11, 2026, approved the allotment of 76,00,000 (Seventy Six Lacs) fully paid-up equity shares of Rs. 10/- each upon conversion of an equivalent number of convertible warrants. The warrants had originally been allotted on a preferential basis at the Securities Committee meeting held on December 9, 2024, at a Warrant Issue Price of Rs. 10/- per warrant, aggregating to Rs. 95,00,00,000/- (Rupees Ninety Five Crore Only). The allotment follows receipt of written conversion requests from warrant holders along with confirmation of payment of the balance 75% of the Warrant Issue Price. The Securities Committee meeting commenced at 11.30 A.M. and concluded at 11.55 A.M. at the registered office of the company at L-3, Green Park Extension, Green Park, New Delhi, India-110016.

Allotment Details and Proceeds Received

The company received a total of INR 71,25,00,000.00 towards the balance 75% of the Warrant Issue Price from 13 allottees comprising both promoter and public category investors. The following table details the allotment breakdown across all allottees:

Pursuant to this conversion, all 76,00,000 warrants stand fully converted into equity shares and no warrants remain outstanding. The allotment price per share was Rs. 10/-, with the 25% of the Warrant Issue Price paid at the time of original warrant allotment adjusted against the issue price for the resultant equity shares.

Impact on Paid-Up Share Capital

The fresh allotment has resulted in a significant increase in the company's paid-up equity share capital. The revised capital structure is presented below:

The newly issued equity shares shall rank pari-passu with the existing equity shares of the company in all respects. Shareholders of the newly issued shares shall be entitled to all other benefits, if any.

SEBI Takeover Disclosure by Promoter Suchitra

Following the allotment, Suchitra, acting for and on behalf of the Promoters and Promoter Group, filed a disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with BSE Limited on May 12, 2026. The disclosure pertains to the acquisition of 55,48,000 (Fifty-Five Lakh Forty-Eight Thousand) equity shares of face value Rs. 10/- each on May 11, 2026, pursuant to conversion of fully convertible warrants. The Persons Acting in Concert (PACs) named in the disclosure include Hillgrow Infoservices Pvt. Ltd., Palmtree Infracon Pvt. Ltd., Foster Infrastructure Pvt. Ltd., Veteran Infradevelopers Pvt. Ltd., Incense Developers Pvt. Ltd., and Surender Singh (HUF).

The following table summarises the promoter group's shareholding position before and after the acquisition:

Notably, despite the acquisition of 55,48,000 additional shares representing 41.04% of the post-allotment capital, the promoter group's overall percentage holding remains unchanged at 73.01%, reflecting the proportionate nature of the warrant conversion across promoter and public categories.

Regulatory and Compliance Framework

The allotment was carried out in accordance with the provisions of Section 62(1)(c) of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The allotment was also in line with the approval granted by shareholders at their Extra-ordinary General Meeting held on July 29, 2024, and the in-principle approval received from BSE Limited vide letter no. LOD/PREF/MK/FIP/1389/2024-25 dated November 28, 2024. The equity shares have been allotted in demat mode only and are subject to lock-in requirements as per Chapter V of the SEBI ICDR Regulations.

No Change in Company Control

The company has confirmed that subsequent to the fresh allotment, there is no change in the control of the company. The company has been authorised to make a listing application to BSE Limited for further listing and trading of the 76,00,000 (Seventy Six Lacs) equity shares. The filing was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was signed by Phul Jha, Company Secretary and Compliance Officer (ICSI M. No. ACS-20850).