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).

Apex capital & finance Limited has fulfilled its quarterly regulatory obligations by submitting the mandatory confirmation certificate under SEBI (Depositories and Participants) Regulations, 2018. The company filed the compliance certificate with BSE Limited on 13th April, 2026, covering the quarter ended 31st March, 2026.

Regulatory Compliance Details

The confirmation certificate was issued by Skyline Financial Services Private Limited, the company's appointed Registrar and Transfer Agent (RTA), on 2nd April, 2026. This certificate specifically addresses compliance with Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018.

Certificate Confirmation

The RTA certificate confirms that no physical share certificates were received for dematerialization of securities from depository participants during the quarter ended 31st March, 2026. This compliance confirmation is a mandatory quarterly requirement under SEBI regulations for listed companies.

Filing Authority

Company Secretary and Compliance Officer Phul Jha (ICSI M. No.: 20850) signed and submitted the compliance certificate to BSE Limited. The filing was addressed to the Head of Listing Compliance at BSE Limited's Phiroze Jeejeebhoy Towers office in Mumbai.

About the Registrar

Skyline Financial Services Private Limited serves as the SEBI Registered Category-1 Registrar and Share Transfer Agent for Apex Capital and Finance Limited. The RTA is headquartered in New Delhi's Okhla Industrial Area and operates under CIN U74899DL1995PTC071324. Parveen Sharma, as the authorized signatory, issued the confirmation certificate on behalf of Skyline Financial Services.

This quarterly compliance filing demonstrates Apex Capital and Finance Limited's adherence to SEBI's regulatory framework governing depositories and participants, ensuring transparency in share dematerialization processes.