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Non-Independent DirectorMr. Avnish Bansal026668142026-06-232031-06-22Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentTo approve regularization of Additional Director Mrs. Parul Bansal (DIN: 06856466) as a Women Non-executive and Non-independent Director of the Company the appointment of Mrs. Parul Bansal as a Director of the Company, designated as Women Non-executive and Non-independent Director of the Company, liable to retire by rotation, for a period of 5 (five) years with effect from June 23, 2026 up to June 22, 2031Non-Executive - Non-Independent DirectorMrs. Parul Bansal068564662026-06-232031-06-22Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentTo approve regularization of Additional Director Mr. Mahesh Fogla (DIN: 05157688) as a Non-executive and Independent Director of the Company The Monitoring Committee (being Committee constituted post approval of Resolution Plan), had appointed Mr. Mahesh Fogla (DIN: 05157688) as an Additional Director, w.e.f. June 23, 2026 pursuant to Section 161(1) of the Companies Act, 2013 (the "Act") read with the Articles of Association of the Company. Mr. Mahesh Fogla, being eligible, is proposed to be appointed as a Non- Executive and Independent Director for a term of five years till June 22, 2031.Non-Executive - Independent DirectorMr. Mahesh Fogla051576882026-06-232031-06-221Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentTo approve regularization of Additional Director Mr. Sanjeev Khubchand Nahar (DIN: 07711548) as a Non-executive and Independent Director of the Company The Monitoring Committee (being Committee constituted post approval of Resolution Plan), had appointed Mr. Sanjeev Khubchand Nahar (DIN: 07711548) as an Additional Director, w.e.f. June 23, 2026 pursuant to Section 161(1) of the Companies Act, 2013 (the "Act") read with the Articles of Association of the Company. Mr. Sanjeev Khubchand Nahar, being eligible, is proposed to be appointed as a Non- Executive and Independent Director for a term of five years till June 22, 2031.Non-Executive - Independent DirectorMr. Sanjeev Khubchand Nahar077115482026-06-232031-06-221Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentTo approve regularization of Additional Director Mr. Bibhudutta Satpathy (DIN: 06693401) as a Non-executive and Independent Director of the Company The Monitoring Committee (being Committee constituted post approval of Resolution Plan), had appointed Mr. Bibhudutta Satpathy (DIN: 06693401) as an Additional Director, w.e.f. June 23, 2026 pursuant to Section 161(1) of the Companies Act, 2013 (the "Act") read with the Articles of Association of the Company. Mr. Bibhudutta Satpathy, being eligible, is proposed to be appointed as a Non- Executive and Independent Director for a term of five years till June 22, 2031Non-Executive - Independent DirectorMr. Bibhudutta Satpathy066934012026-06-232031-06-221Special ResolutionOthersOthersIncrease in borrowing powers of the Board of Directors under Section 180(1)(c) of the Companies Act, 2013Increase in borrowing powers of the Board of Directors under Section 180(1)(c) of the Companies Act, 2013 in supersession of the earlier resolution passed by the shareholders of the Company, if any and pursuant to the provisions of 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association ('AOA') of the Company and subject to such other approvals as may be necessary, consent of the members of the Company be and is hereby accorded to the Board (which term shall be deemed to include any committee(s) thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred pursuant to this Resolution') to borrow any sum or sums of money on such terms and conditions as the Board of Directors may think fit, from time to time, by obtaining loans (including term loan), advances, deposits, bill discounting, cash credits, overdraft facilities, lines of credit, commercial papers, convertible/non-convertible debentures, external commercial borrowings (loans/bonds), denominated offshore bonds or in any other forms, from any one or more of the Company's Bankers and/or from any one or more of the other persons, firms, bodies corporate, financial institutions or other eligible investors from time to time whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company's assets and properties whether movable or otherwise or all or any of the undertakings of the Company notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) and outstanding at any point of time will or may exceed the aggregate of the paid-up capital, free reserves and securities premium of the Company provided that the total borrowing shall not exceed Rs. 500 Crores (Rupees Five Hundred Crores Only) or equivalent amount in any other foreign currency over and above aggregate of its paid-up share capital and free reserves and securities premium as per the latest annual audited financial statements, apart from temporary loans obtained from the Company's bankers in the ordinary course of business.Special ResolutionOthersOthersCreation of charge/mortgage/security on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013Creation of charge/mortgage/security on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013 pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Act, consent of the members of the Company be and is hereby accorded to the Board to pledge, mortgage, hypothecate and/or charge, create security interest of every nature and kind whatsoever and/or create a floating charge, in such form, manner and ranking and at such time and on such terms and conditions as the Board may determine, on all or any part of the movable and/or immovable properties and assets of the Company, both present and future, including but not limited to its fixed assets, current assets, securities and other investments, intangible properties, rights and benefits under contracts and agreements, monies, long-term receivables, loans and advances made by the Company, and/or the whole or substantially the whole of the undertaking of the Company or any part thereof, wheresoever situated, including any other units, projects, properties or assets acquired or to be acquired and any shares or securities of any company acquired or to be acquired by the Company after the passing of this resolution, in favour of banks, financial institutions, investment institutions, mutual funds, trusteeship companies, trusts, other bodies corporate, investors, Lending Agencies and/or trustees for the holders of debentures, bonds and/or other securities or instruments which may be issued by the Company, whether by way of private placement or otherwise, to secure the due payment of the principal amount together with interest, premium on pre-payment or redemption, costs, charges, expenses and all other monies payable by the Company and/or any third party in respect of borrowings availed from such Lending Agencies or otherwise, provided that the aggregate indebtedness secured by the assets of the Company pursuant to this resolution shall not exceed Rs. 500 Crores (Rupees Five Hundred Crores only) at any point of time Special ResolutionOthersOthersTo approve of loans, investments, guarantee or security u/s 185 of Companies Act, 2013To approve of loans, investments, guarantee or security u/s 185 of Companies Act, 2013, in supersession to the earlier resolution passed and pursuant to Section 185 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder as amended from time to time, the consent of the members of the Company be and is hereby accorded to ratify the earlier transaction and authorize the Board of Directors of the Company (here in after referred to as the Board, which term shall be deemed to include, unless the context otherwise required, any committee of the Board or any director or officer(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) to advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any entity which is a subsidiary or associate or joint venture of the company, (in which any director is deemed to be interested) or to Managing Director or Whole time director of the company up to an aggregate sum of Rs. Rs.500 crores (Rupees Five Hundred Crores Only) in their absolute discretion deem beneficial and in the interest of the Company, provided that such loans are utilized by the borrowing company for its principal business activities.Special ResolutionOthersOthersTo increase the limits for making investments, extending loans, giving guarantees or providing securities in connection with loans to persons or bodies corporateTo increase the limits for making investments, extending loans, giving guarantees or providing securities in connection with loans to persons or bodies corporate THAT in supersession to the earlier resolution passed by the members of the Company, if any and pursuant to the provisions of Section 186 of the Companies Act, 2013, read with rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) and any other applicable laws and subject to such approvals, consents, sanctions and permissions as may be necessary, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution), to (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with loan to any person or body corporate; and (c) acquire by way of subscription, purchase or otherwise, securities of any other body corporate, from time to time, in one or more tranches as the Board of Directors in their absolute discretion deem beneficial and in the interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or body corporates along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of Rs. 500 crores (Rupees Five Hundred Crores Only), over and above the limit of 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Companies Act, 2013Ordinary ResolutionRelated Party TransactionTo approve Omnibus Related Party TransactionsSpecial ResolutionOthersOthersAppointment of Ms. Pooja Garg to an office or place of profitAppointment of Ms. Pooja Garg to an office or place of profit pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to such other approvals, permissions and sanctions as may be necessary, the consent of the members of the Company be and is hereby accorded to the appointment of Mrs. Pooja Garg, (spouse/relative of Mr. Vipan Kumar, Additional Director), to the office or place of profit as Information technology Head of the Company with effect from 29th August,2026 on a remuneration/consolidated compensation not exceeding Rs. 2,00,000 per Month (plus applicable perquisites/benefits as per Company policy), on such other terms and conditions as may be determined by the Board (or a Committee thereof) from time to timeSpecial ResolutionOthersOthersAdoption of amended Memorandum of Association of the CompanyAdoption of amended Memorandum of Association of the Company The existing Memorandum of Association (‘MOA’) of the Company is based on erstwhile Companies Act, 1956. The alteration of MOA is necessary to align the existing MOA with Companies Act 2013 (‘Act’) as per Table A. The object clause and the liability clause of the existing MOA need to be re-aligned as per Table A of Schedule I of the new Act. The Board of Directors at its Meeting held on July 16, 2026 has approved the adoption of amended MOA of the Company, subject to approval of the members of the Company and other necessary approval in this regard. A copy of the proposed set of new MOA would be available for public inspection at the registered office of the Company and on the Company’s website for electronic inspection up to the last date of the Annual General Meeting. Accordingly, in terms of Section 4 and 13 and other applicable provisions of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required to approve the adoption of new set of MOA of the Company. Special ResolutionOthersOthersAdoption of new set of Articles of Association of the CompanyAdoption of new set of Articles of Association of the Company The existing Articles of Association (AOA) of the Company are based on the provisions of the Companies Act, 1956 (the “erstwhile Act”) and several regulations in the existing AOA contained reference to specific sections of the erstwhile Act and some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013 (the “New Act”) as per Table F. In order to bring the existing AOA of the Company in line with the provisions of the New Act, the Company will have to make numerous changes in the existing AOA. It is therefore considered desirable to adopt a comprehensive new set of AOA of the Company (New Articles) in substitution of and to the entire exclusion of the existing Article of Association of the Company. The Board of Directors at its Meeting held on July 16, 2026 has approved the adoption of New Articles of the Company, subject to approval of the members of the Company and other necessary approval (if any) in this regard. A copy of the proposed set of New AOA of the Company would be available for public inspection at the registered office of the Company and on the Company’s website for electronic inspection up to the last date of the Annual General Meeting. Accordingly, in terms of Section 14 and other applicable provisions of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required to approve the adoption of New AOA of the Company. Special ResolutionOthersAlteration in MoA/AoAAlteration of objects clause of Memorandum of Association of the Company In order to render the main object clause of the Memorandum of Association (MOA) more comprehensive and concise, it is proposed to alter and/or add to the existing main object clause of the Company. The additional in main object clause of the Company is: To acquire by purchase, lease, exchange, hire, licence, concession or otherwise, any land, buildings, hereditaments, immovable properties of every description and tenure, and any estate, right, title or interest therein, and to hold, own, develop, redevelop, improve, manage, operate, maintain, exploit, mortgage, licence, lease, sub-lease, let out, transfer, assign, exchange, sell or otherwise dispose of the same, or any part thereof, in such manner as may be considered expedient.To prepare, develop and improve building sites and to construct, reconstruct, alter, renovate, modernise, improve, decorate, furnish, equip, maintain, manage and operate residential, commercial, industrial, institutional, hospitality and mixed-use projects, including but not limited to hotels, inns, guest houses, serviced apartments, flats, residential houses, villas, restaurants, markets, shopping malls, retail outlets, multiplexes, office complexes, business parks, industrial parks, warehouses, logistics parks, cold storages, factories, mills, workshops, godowns, wharves, safe deposit vaults, hospitals, educational institutions, convention centres, clubs, gardens, swimming pools, playgrounds and other buildings, structures, works and conveniences of every kind.To purchase, acquire, take on lease or otherwise obtain any land, plot or immovable property or any right, title or interest therein, either independently or jointly with any individual, company, body corporate, limited liability partnership, partnership firm, trust, association, joint venture, joint association or any other legal entity, and to develop, construct, redevelop, reconstruct, renovate, market, sell, lease, licence, rent, operate or otherwise commercially exploit residential, commercial, industrial, township, infrastructure or mixed-use projects thereon, including apartments, offices, retail spaces, industrial units, warehouses and other built-up areas, either for sale, self-use, leasing, licensing or earning rental or other recurring income. To act as builders, developers, promoters, colonisers, infrastructure developers, contractors, sub-contractors, engineering procurement and construction (EPC) contractors, project management consultants, architects, engineers, interior decorators, estate agents, property managers, valuers, surveyors and consultants, and to undertake, execute and carry out contracts and sub-contracts for Government, Semi-Government, statutory authorities, local bodies, public sector undertakings, private entities or any other person in relation to the aforesaid objects. The Board at its meeting held on July 16, 2026 has approved the alteration of the MOA of the Company and the Board now seeks Members’ approval for the same. The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013. A copy of the proposed set of New MOA of the Company would be available for public inspection at the registered office of the Company and on the Company’s website for electronic inspection up to the last date of the Annual General Meeting. Special ResolutionOthersOthersShifting of the Registered Office of the Company from the Union Territory of Chandigarh to the State of Punjab and consequent alteration of the Memorandum of AssociationShifting of the Registered Office of the Company from the Union Territory of Chandigarh to the State of Punjab and consequent alteration of the Memorandum of Association The Board of Directors at its meeting held on August 29, 2026 approved the shifting of the Registered Office of the Company from its existing address in the Union Territory of Chandigarh at Basement, SCO 13-14-15 Sector 34-A, Chandigarh — 160022 India to the State of Punjab at Kuranwala Derabassi Barwala Road Dera Bassi -140507, subject to approvals of Shareholders and the Central Government (through the appropriate Regional Director) or any other regulatory/statutory approvals. Aligning with the expansion, we propose to shift the Company’s Registered Office to Mumbai, Maharashtra to enhance administrative and operational efficiency. Pursuant to Sections 12, 13 and all other applicable provisions, if any, of the Act read with applicable rules made thereunder, for shifting the Registered Office of the Company from one state to another and consequential alterations to the Memorandum of Association (‘MOA’) of the Company, prior approval of the Members of the Company is required by way of Special Resolution is sought and the approval of Central Government (power delegated to the Regional Director). Further, consequent upon the shifting of Registered Office of the Company, it is also proposed to alter the 2nd Clause of the Memorandum of Association of the Company as follows: “2nd The Registered Office of the Company will be situated in the State of Punjab.” A copy of the proposed set of New MOA of the Company would be available for public inspection at the registered office of the Company and on the Company’s website for electronic inspection up to the last date of the Annual General Meeting. Ordinary ResolutionOthersOthersReclassification of person forming part of the Promoter Group from ‘Promoter Group’ Shareholder to ‘Public’ ShareholdersReclassification of person forming part of the Promoter Group from ‘Promoter Group’ Shareholder to ‘Public’ Shareholders In accordance with the order or Hon’ble NCLT dated April 16, 2026 pursuant to approval of Resolution Plan, and subject to necessary approvals from such statutory authorities as may be necessary, the consent of the Members of the Company be and is hereby accorded for reclassification the following person forming part of Promoter Group Shareholder (hereinafter referred to as the (“Outgoing Promoter Group” Shareholder) from “Promoter Group” Shareholder to ”Public” ShareholderSpecial ResolutionOthersOthersApproval in connection with extension of guarantee towards securing the indebtedness availed by Dhananya Capital Private Limtied, a related party of the companyApproval in connection with extension of guarantee towards securing the indebtedness availed by Dhananya Capital Private Limtied, a related party of the company The Company is expected to render support for the business requirements of other companies in the group from time to time and in the best business interests of the Company. Dhananya Capital Private Limited (DCPL), a related party of the Company, has raised funds through the issuance of senior, secured, unrated, unlisted, redeemable series a non-convertible Debentures aggregating up to INR 70,00,00,000 (Indian Rupees Seventy Crore) for its principal business activities including acquisition of shareholding of the Company. As a condition to such issuance, the Company is required to provide a corporate guarantee and create security by way of mortgage of certain immovable assets of WYL in favour of the debenture trustee i.e Axis Trustee Services Limited for the benefit of the debenture holders. The proposed transactions require the approval of the members under the applicable provisions of Sections 180, 185 and 186 of the Companies Act, 2013. Accordingly, the Board recommends the Special Resolution for approval by the Members. In light of the provisions of Section 185 and Section 186 of the Companies Act, 2013, the Company, with the approval of members by way of special resolution, would be in a position to provide financial assistance by furnishing guarantee(s) or providing security in respect of the debentures issued by DCPL, a related party company of the Company; for their principal business activities. The members may note that the board of directors would carefully evaluate proposals on furnishing guarantee(s) or providing security(ies) through deployment of funds out of internal resources / accruals and / or any other appropriate sources, from time to time. Hence, in order to enable the company to furnish guarantee(s) or providing security(ies) in respect of the obligations of Dhananaya Capital Private Limited, a related party of the Company and the applicable provisions of the Companies Act, 2013 including Section 185 and Section 186, requires approval of members by a Special Resolution.