Western Ministil Ltd

Key Decisions

• Approved convening the 52nd AGM on 18 September 2026 via video conferencing.
• Approved Board's Report and annexures for the financial year ended 31 March 2026.
• Approved the 52nd Annual Report for the financial year 2025-26.
• Fixed 11 September 2026 as the cut-off date for e-voting eligibility.

AGM Postponement

• Board postponed the 52nd AGM; previously approved date and details cancelled.
• New AGM date/time/venue to be decided and informed to stock exchange.
• Corrections to AGM details will be included in Notice, Board Report, and Annual Report.

Dematerialisation processing

• Securities received for dematerialisation in quarter ended 30 June 2026 were confirmed to depositories and listed on exchanges.
• Certificates received for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as registered owner within prescribed timelines.

Appointment of CFO & KMP

• Satish Ramsevak Pandey appointed as Chief Financial Officer and KMP, effective 22 June 2026.
• Reason: appointment under Section 203 of the Companies Act, 2013.
• Profile: seasoned finance professional with MBA in Finance and 20+ years' experience.

Purpose of EGM

• Approval for acquisition of 100% shareholding in Micron Calcite Private Limited
• Approval of material related party transactions
• Regularization of Mr. Kalpesh Naginbhai Patel as Non-Executive Director
• Regularization of Mrs. Vandana Patel as Non-Executive Director
• Appointment of Mrs. Hiralben Mehulsinh Gohil as Non-Executive Independent Director for 5 years

Meeting Details

• EGM held on April 15, 2026 via video conferencing
• 32 members attended through VC/OAVM
• Meeting started at 3:00 p.m. and concluded at 3:21 p.m.

Board and Officials Present

• Managing Director Prakash Baliram Shewale chaired the meeting
• Executive Director Satish Ramsevak Pandey present
• Independent Directors Gayatridevi D. Pandey, Hiralben Mehulsinh Gohil, Manoj Chaudhary present
• Non-Executive Directors Kalpesh Naginbhai Patel and Vandana Kalpesh Patel present
• Company Secretary Ankit Rajendrakumar Shah present

Voting and Scrutiny

• Remote e-voting held from April 12 to April 14, 2026
• Venue e-voting available during meeting till 15 minutes after closing
• Mrs. Poonam Somani appointed as Scrutinizer
• Consolidated voting results to be published within 2 working days

Purpose of EGM

• Approval for acquisition of 100% shareholding in Micron Calcite Private Limited
• Approval of material related party transaction for the acquisition
• Regularization of Mr. Kalpesh Naginbhai Patel as Non-Executive Director
• Regularization of Mrs. Vandana Patel as Non-Executive Director
• Appointment of Mrs. Hiralben Mehulsingh Gohil as Non-Executive Independent Director for 5 years

Acquisition and Related Party Transaction

• Ordinary resolution for acquisition of 10,000 equity shares of Micron Calcite Private Limited
• Acquisition price Rs.454 per share based on independent valuation
• Micron Calcite to become wholly owned subsidiary post-acquisition
• Transaction is material related party transaction requiring shareholder approval
• Directors Kalpesh Patel and Vandana Patel are related parties and will abstain from voting

Director Appointments

• Ordinary resolution to regularize Mr. Kalpesh Naginbhai Patel as Non-Executive Non-Independent Director
• Ordinary resolution to regularize Mrs. Vandana Patel as Non-Executive Non-Independent Director
• Special resolution to appoint Mrs. Hiralben Mehulsingh Gohil as Non-Executive Independent Director for 5 years
• Mrs. Gohil appointed effective March 20, 2026, not liable to retire by rotation

Promoter/Director Interests

• Mr. Kalpesh Patel and Mrs. Vandana Patel are related to Micron Calcite Private Limited
• They will abstain from voting on acquisition related resolution
• No other directors or KMPs have disclosed interest in the resolutions

Shareholding and Control Impact

• Acquisition will result in Micron Calcite becoming wholly owned subsidiary
• No change in promoter shareholding in Western Ministil Limited disclosed

Use of Funds

• Total consideration for acquisition to be paid in cash as per independent valuation

Other Governance Details

• Nationality of Mr. Kalpesh Patel and Mrs. Vandana Patel corrected to USA
• EGM to be held via video conferencing on April 15, 2026
• Remote e-voting facility provided by NSDL for shareholder voting
• No physical meeting venue; attendance via VC/OAVM only