KARNIKA2026-04-16KARNIKA2026-04-162026-04-16ResolutionOrAgendaDomain1KARNIKA2026-04-16ResolutionOrAgendaDomain1KARNIKA2026-04-162026-04-16ResolutionOrAgendaDomain2KARNIKA2026-04-16ResolutionOrAgendaDomain2KARNIKA2026-04-162026-04-16ResolutionOrAgendaDomain3KARNIKA2026-04-16ResolutionOrAgendaDomain3xbrli:pureKARNIKAKARNIKA INDUSTRIES LIMITEDNew2026-05-1113:00:00Extra-ordinary MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)OneMonday2026-05-1113:00:00KOLKATA3Special ResolutionOthersAlteration in MoA/AoA“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to such approvals, permissions and sanctions as may be required, the consent of the Members of the Company be and is hereby accorded for alteration in the Articles of Association (“AOA”) of the Company by inserting the following provisions under the respective clauses: (i) Insertion / Addition in Clause 1 – Interpretation Under Clause 1.INTERPREATION (cc) “Securities” means such securities as defined under Section 2(h) of the Securities Contracts (Regulation) Act, 1956 and shall mean any Share (including equity Shares), scrips, stocks, bonds, debentures, warrants or options whether or not, directly or indirectly convertible into, or exercisable or exchangeable into or for Equity Shares, and any other marketable securities. (ii) Insertion / Addition in Clause 60 – Share Warrants “60. Share Warrants and/ or other Convertible Securities Subject to the provisions of applicable law and subject to applicable statutory approvals, the Company may issue warrants and/ or other convertible securities, to any person (whether or not the share/ security holders of the Company) which may entitle the holders thereof to subscribe to equity shares or such other securities with or without consideration, and with or without refundable/ forfeitable deposit, for such exercise period and on such terms and conditions as the Board (or any committee duly authorised by the Board) may deem fit.” “RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard”Special ResolutionIssuance/Corporate ActionIssuance of SecuritiesIssue and allot 39,66,860 (Thirty Nine Lakhs Sixty Six Thousand Eight Hundred and Sixty only) Convertible Warrants of Face value of ₹10/- each, carrying an entitlement to subscribe for equivalent number of fully paid-up Equity Shares of theCompany, in dematerialized form, on Preferential allotment basis to Promoters and non-promoters in one or more tranches, at a price of ₹121/- (Rupees One Hundred and Twenty-One Only) per warrant (including premium of ₹111/-) (Rupees One Hundred Eleven Only) per warrant as determined in accordance with of Chapter V of ICDR Regulations, as may be modified or re-enacted from time to time, to the following persons, for consideration in cash, aggregating to ₹47,99,90,060/- (Rupees Forty-Seven Crores Ninety-Nine Lakhs and Ninety Thousand and Sixty Only). Detail description given in NoticeSpecial ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationOthersAppointment of Independent Director"RESOLVED THAT pursuant to the provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 including any other Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Article Association of the company and on recommendation of Nomination and Remuneration Committee, Mr. Yash Jhawar (DIN-11590536) who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of Act, shall be after shareholders approval be appointed as an Independent Director of the company to hold office for a term of 5 (five) consecutive years commencing from 11th May,2026, whose period of office will not be liable to determination by retirement of directors by rotation”.Non-Executive - Independent DirectorYash Jhawar115905362026-05-112031-05-10