Karnika Industries Limited has issued a third corrigendum 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. Filed under Regulation 30 read with Schedule III, Part A, Para A and Regulation 44 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this latest corrigendum addresses rectifications in the weblinks for the accessibility of the Valuation Report (Point H) and the Practicing Company Secretary (PCS) Certificate (Point Y) under Explanatory Statement Item No. 1 and Item No. 2 of the original EGM notice dated April 16, 2026, as read with the first corrigendum dated April 28, 2026, and the second corrigendum dated May 5, 2026. Newspaper publications of the third corrigendum were made on May 8, 2026 in Business Standard (English) and Ek Din (Bengali). The third corrigendum was also emailed to all shareholders on May 6, 2026, whose email addresses are registered with the Company, and has been uploaded on the websites of the Company, the National Stock Exchange of India Limited, and the National Securities Depository Limited.

Third Corrigendum: Rectified Weblinks

The sole purpose of the third corrigendum is to provide corrected weblinks for two key documents referenced in the EGM Explanatory Statement. The updated links are as follows:

The Company has also noted that since the e-voting process commenced on May 6, 2026 at 9:00 A.M. (IST), shareholders who have already cast their votes may, if they so desire, submit their observations, comments, or queries in respect of the changes made in this corrigendum. Such communications may be addressed to the Company Secretary at info@karnikaindustries.com within 48 hours from the issuance of this corrigendum. All other contents of the original EGM notice, the first corrigendum dated April 28, 2026, and the second corrigendum dated May 5, 2026 remain unchanged.

Second Corrigendum: Key Corrections

The second corrigendum, issued on May 5, 2026, had addressed typographical errors and revised VWAP figures in the EGM Explanatory Statement. Under Point B (Objects of the Preferential Issue), the word "facto" was corrected to "factors" and "yea" was corrected to "years." Under Point H (Basis on which the price has been arrived at), the VWAP figures used for determining the issue price floor were revised as follows:

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. The second corrigendum also clarified under Point Q that the Company has not made any allotment on a preferential basis during the financial year commencing April 1, 2026, till date. Newspaper publications of the second corrigendum were made on May 6, 2026 in Business Standard (English) and Ek Din (Bengali).

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:

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:

The existing promoters will continue to remain in control of the Company following the preferential allotment, with no change in management or control. The EGM notice, as amended by all three corrigenda, has been uploaded on the websites of the Company, the National Stock Exchange of India Limited, and the National Securities Depository Limited.

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.

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:

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:

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.