Aeroflex Neu Limited - Proxy Solicitation & Information Statement 2024

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

SPL/Stock Exchanges/2024-2025/48 November 27, 2024

The Manager, Listing Department, National Stock Exchange Limited, ‘Exchange Plaza’, C-1, Block-G Bandra Kurla Complex Bandra (E), Mumbai-400051. ScripCode: SAH		The Secretary, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. Scrip code: 543743

Subject : Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, of the Notice of the meetings of the equity shareholders (Separate Meeting) of Sah Polymers Limited scheduled pursuant to the directions of the Hon'ble National Company Law Tribunal, Jaipur Bench.

Ref: In the matter of scheme of Scheme of amalgamation of Fibcorp Polyweave Private Limited ('Transferor Company”/”FPPL”)) into and with Sah Polymers Limited (“Company” or “Transferee Company”/”SPL”) and their respective shareholder under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Dear Sir/Madam,

With reference to our letter dated 21.11.2024 and pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, we wish to inform you the below mentioned details for convening the meeting of the equity shareholders of Sah Polymers Limited as directed by the Tribunal is scheduled to be held to consider and approve , and if thought fit, with or without modification(s), the proposed Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Particulars	Date & Time
Day, Date & Time of Meeting of shareholders	Monday, 30thDecember 2024 at 11:00 A.M.
Mode of Meeting	Through video conferencing (“VC”) / other audio-visual means (“OAVM
Cut-off Date for E-Voting	Monday,23rdDecember,2024
Commencement of Remote E-Voting	Friday,27thDecember 2024 at 09:00 A.M.
End of RemoteE-Voting	Sunday, 29thDecember2024at 05:00P.M.

Further, we have also enclosed herewith copy of Notice of Meeting of equity shareholders along with the Scheme and Statement under section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The notices of the Meeting of equity shareholders along with accompanying documents are also being made available on the Company’s website www.sahpolymers.com

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : [email protected]

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

You are requested to take the above information on your record.

Thanking you,

Yours faithfully, For SAH POLYMERS LIMITED

Hakim Digitally signed by Hakim Sadiq Sadiq Ali Ali Tidiwala Tidiwala Date: 2024.11.27 17:29:01 +05'30'

Hakim Sadiq Ali Tidiwala Whole time Director DIN: 00119156 Encl; as above

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : [email protected]

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF SAH POLYMERS LIMITED (“TRANSFEREE COMPANY/APPLICANT COMPANY NO. 2”) PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, JAIPUR BENCH

	Meeting Details
Dayof shareholders Meeting	Monday
Date of Shareholders Meeting	30thDecember,2024
Time of Meeting	11:00 A.M.
Cut-off date (for the purpose of e-voting to be done byeligible Shareholders)	23rdDecember, 2024
Remote E-voting Commence Date & Time	27thDecember, 2024
Remote E-votingEnd Date & Time	29thDecember,2024

INDEX

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S. Contents Page No.
No
Notice convening the meeting of the equity shareholders of SAH POLYMERS
LIMITED under the provisions of Sections 230-232 of the Companies Act, 2013 4-6
1. read with Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016
2. Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the 7-29
Companies Act, 2013 read with Rule 6 of the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016
Annexures
3. Annexure 1 30-76
Scheme of Arrangement of Fibcorp Polyweave Private Limited with Sah Polymers
Limited and between their respective shareholders under Sections 230 to 232 of
the Act (“Scheme”)
4. Annexure 2 77-98
Certified copy of the Memorandum of Association along with Certificate of
Incorporation of Fibcorp Polyweave Private Limited (“Transferor Company”)
5. Annexure 3 99-214
Certified copy of the Memorandum of Association along with Certificate of
Incorporation of Sah Polymers Limited (“Transferee Company”)
6. Annexure 4
Valuation report dated September 25, 2023 and addendum to the Valuation 215-236
report dated October 18, 2023 issued by Mahesh Mandowara, Registered
Valuers (SFA) (with IBBI Registration No. IBBI/RV/06/2020/13459)
(“ Valuation Report ”)
7. Annexure 5 237-248
Fairness opinion dated 25.09.2023 issued by Kunvarji Finstock Private
Limited, a SEBI registered Category I Merchant Banker, (SEBI Registration No.
INM000012564) (“ Fairness Opinion Report ”)
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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

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8. Annexure 6
Certificates dated September 25, 2023 issued by H.R. Jain & Company, 249-254
Chartered Accountants (Firm Registration No. 000262C), the statutory auditors
of the Transferee Company and Certificates dated September 19, 2024 issued
by Ajay Paliwal & Co, Chartered Accountants (Firm Registration No. 012345C),
the statutory auditors of the Transferor Company to the effect that the
accounting treatment proposed in the Scheme is in conformity with the
accounting standards prescribed under Section 133 of the Act (“ Auditors’
Certificate on accounting treatment ”)
9. Annexure 7 255-261
Pricing certificate dated September 25, 2023, issued by H.R. Jain & Company,
Chartered Accountants (Firm Registration No. 000262C), the statutory auditors
of the Company, certifying, the pricing requirements of regulation 164 (1)
Chapter V of SEBI (ICDR) Regulations 2018 (“Pricing certificate”).
10. Annexure 8 262-267
Report of the Audit Committee of the Company dated18.10.2023.
11. Annexure 9 268-271
Report of the Committee of the Independent Directors of the Company dated
18.10.2023.
12. Annexure 10A 272-273
Report adopted by the Board of Directors of Sah polymers Limited (“transferee
Company”) dated September 25, 2023 and October 18 ,2023 pursuant to
Section 232(2)(c) of the Act,
13. Annexure 10B 274-275
Report adopted by the Board of Directors of Fibcorp Polyweave Private Limited
(“Transferor Company”) dated September 25, 2023 and October 18, 2023
pursuant to Section 232(2)(c) of the Act,
14. Annexure 11 276-278
Observation Letter dated July 16, 2024 issued by BSE Limited to the Company
on the Scheme.
15. Annexure 12 279-282
Observation Letter dated July 18, 2024 issued by National Stock Exchange of
India Limited to the Company on the Scheme.
16. Annexure 13 283
Details of ongoing adjudication and recovery proceedings, prosecution initiated,
and all other enforcement actions taken against the Company, its Directors and
Promoter.
17. Annexure 14
Pre-Scheme and Post-Scheme shareholding pattern of Sah polymers Limited as 284-295
of 30.09.2024
18. Annexure 15
Details of (Pre & Post Scheme) Asset and Liabilities of Sah Polymers 296
Limited(“Transferee Company”)
19. Annexure 16 297
Capital Build-up of Fibcorp Polyweave Private Limited (“Transferor Company”)
Since Inception .
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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

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20. Annexure 17 298-310
Disclosure of the Information pertaining to the Unlisted Companies (i.e Fibcorp
Polyweave Private limited) involved in the scheme shall be included in the
format specified for abridged prospectus as provided in Part E of Schedule VI of
the ICDR Regulations, 2018 (“Abridged Prospectus”)
21 Annexure 18
Audited Financials Statement for the financial year ended March 31, 2023 of 311-431
the Transferor Company and Audited Standalone and audited Consolidated
Financial Statement of the Transferee Company for the financial year ended
March 31, 2023
22. Annexure 19
Audited Financials Statement for the financial year ended March 31, 2024 of 432-544
the Transferor Company and Audited Standalone and audited Consolidated
Financial Statement of the Transferee Company for the financial year ended
March 31, 2024
23. Annexure 20 545-554
Consent letter in the form of affidavit obtained from the secured creditors along
with the list of Secured Creditors of the Transferee Company and Transferor
Company
24. Annexure 21 555-590
Audited Financials Statement for the Half year ended September 30, 2024 of
the Transferor Company and Limited Reviewed Standalone and Consolidated
Financial Statement of the Transferee Company for the Half year ended
September 30, 2024
25. Annexure 22 591
Complaint Report
26 Annexure 23 592-593
Details provided by Company vide letter dated 05.07.2024 in respect of classification of
proposed holding of Mr. Murtaza Moti and Mrs. Fatima Moti as public holding post
scheme of arrangement.
27. Annexure 24 594-608
NCLT Order dated the 06 [th] November, 2024 and subsequent amendment Order
dated 11 [th] November, 2024
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SAH POLYMERS LIMITED

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www.sahpolymers.com CIN: L24201RJ1992PLC006657

FORM NO. CAA2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL JAIPUR BENCH,

IN THE MATTER OF SECTIONS 230-232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND IN THE MATTER OF SCHEME OF AMALGAMATION OF

FIBCORP POLYWEAVE PRIVATE LIMITED

.....TRANSFEROR COMPANY/APPLICANT COMPANY NO.1

AND

SAH POLYMERS LIMITED

.....TRANSFEREE COMPANY/ APPLICANT COMPANY NO. 2

AND

THEIR RESPECTIVE SHAREHOLDERS

COMPANY APPLICATION NO. C.A.(CAA)/7/JPR/2024

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF SAH POLYMERS LIMITED (“TRANSFEREE COMPANY/APPLICANT COMPANY NO. 2.”)

To, The members of SAH POLYMERS LIMITED,

Notice is hereby given that by an order dated the 06[th] November, 2024 and subsequent amendment Order dated 11[th] November, 2024 (enclosed herewith as Annexure-24) the Hon'ble National Company Law Tribunal , Bench at Jaipur (“NCLT”) has directed a meeting to be held of the equity shareholders of SAH POLYMERS LIMITED for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Amalgamation between the said FIBCORP POLYWEAVE PRIVATE LIMITED (“Transferor Company/Applicant company No. 1”) with SAH POLYMERS LIMTED (“Transferee

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

Company/Applicant company no. 2.”) and between their respective shareholders (“Scheme”).

In pursuance of the said order and as directed therein further notice is hereby given that a meeting of members of the said company will be held at on Monday, the 30[th] day of December, 2024 at 11:00 AM through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with applicable Circulars issued in this behalf, to consider, and if thought fit, to approve, with or without modification(s), the following resolution with requisite majority:

“ RESOLVED THAT pursuant to the provisions of section 230 to 232, and other applicable provisions , if any ("Companies Act") read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules made thereunder (including any statutory modification(s) or re-enactment(s) or amendment(s) thereof for the time being in force), as maybe applicable, Section 2(1B) read with any other applicable provisions of the Income Tax Act, 1961 (as amended) ("IT Act"), and other applicable laws, including regulations issued by Securities and Exchange Board of India ("SEBI"), inter alia including applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')the Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated 10[th] March,, 2017 and the observation letters issued by the BSE Limited dated 16.07.2024 and the National Stock Exchange Limited dated 18.07.2024 and the relevant provisions of Memorandum of Association and Articles of Association of the Company and other applicable laws, rules, regulations, byelaws as the case may be and subject to the approval of Hon’ble National Company Law Tribunal, Jaipur Bench (“NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as Board ”), the scheme of amalgamation of Fibcorp Polyweave Private Limited, a Subsidiary of the Company ('Transferor Company') into and with the Company ('Transferee Company'), (hereinafter referred to as 'the Scheme') placed before the meeting and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any which may be required and/or imposed by the NCLT while sanctioning the scheme of amalgamation, or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

TAKE FURTHER NOTICE that:

Pursuant to the NCLT Order and in compliance with the Relevant Circulars, this Meeting is held through VC/ OAVM. Therefore, the physical attendance of the equity shareholders has been dispensed with. Accordingly, voting by equity shareholders of the Amalgamated Company to the resolution contained in notice shall be carried out only (a) through e-voting system available during the Meeting and (b) by remote e-voting during the period as below:

Commencement of remote e-voting period	27thDecember, 2024
End of remote e-voting period	29thDecember, 2024

The NCLT has appointed Mr. Anurag Kalavatiya as the Chairperson of the Meeting including for any adjournment thereof.
The NCLT has appointed Mr. Vikram Saraf as the scrutinizer of the Meeting.
The quorum of the Meeting of the equity shareholders of the Amalgamated Company shall be 33 % (Thirty Three percent) of the total value of equity shareholders. In case the said quorum is not present at the Meeting, then the Meeting shall be adjourned by half an hour, and thereafter the members present shall be deemed to constitute the quorum.
" Requisite Majority " - Scheme shall be considered approved by the equity shareholders of the Amalgamated Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders through remote e-voting and e-voting during the Meeting, in terms of the provisions of Sections 230 to 232 of the Companies Act.

Further, in accordance with the SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders (through remote e- voting and e-voting during the Meeting) in favour of the aforesaid resolution for approval of Scheme is more than the number of votes cast by the Public Shareholders against it.

The Scheme, if approved by the equity shareholders at the Meeting, will be subject to the subsequent approval of NCLT and other approvals, permissions and sanctions of statutory or regulatory or other authorities, as may be required
Copies of the scheme of amalgamation, and of the statement under section 102 containing material facts under 230-232 read with rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other accompanying documents as indicated in the Index are enclosed as a part of Notice and can also be obtained free of charge from the

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

Registered Office of the Sah Polymers Limited at E-260-261 Mewar, Industrial Area, Madri Udaipur (Rajasthan) on all days except Sunday and public holidays up to the date of the Meeting.

Registered office: For SAH POLYMERS LIMITED E-260-261, Mewar Industrial Area, Madri Udaipur: 313003 Dated: 27.11.2024

Sd/-

Chairperson appointed for the Meeting of Shareholders

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SAH POLYMERS LIMITED

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www.sahpolymers.com CIN: L24201RJ1992PLC006657

Notes:

A Statement under Section 102 of the Companies Act, 2013 (“Act”) along with applicable rules thereunder and provisions of Sections 230, 232 read with Section 234 of the Companies Act, 2013 setting out material facts forms part of this Notice.
The notice is being sent only through electronic mode to the members whose email addresses are registered with the Company/RTA. Members, who have not registered their e-mail addresses so far, are requested to register/update their e-mail address with the company RTA by emailing at [email protected] for receiving all communication from the Company electronically. Members may note that Notice will also be available on Company’s website.
Pursuant to the provision of the act, since the Meeting is being held pursuant to NCLT Order and Relevant Circulars through VC/ OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the shareholders as directed in the NCLT Order, will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto.
Corporate members intending to send their authorized representatives to attend the Meeting on their behalf and cast their votes are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
Shareholders desiring any information mentioned in the Notice and accompanying statement shall be available for inspection by Members at the Registered Office of the Company.
A person, whose name is recorded in the register of members maintained by the RTA/STA of the Company as on the cut-off date i.e Monday, 23[rd] December, 2024 only shall be entitled to avail the remote e-voting facility as well as voting in the said meeting..
The resolution shall be deemed to be passed on the date of the meeting i.e. 30[th] December, 2024 subject to the receipt of the requisite number of votes cast in favour of the resolution.
Pursuant to Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, the advertisement of the notice convening the aforesaid meeting and information on e-voting will be published in Business Standard in English language Edition and in Business Standard in Hindi language Edition dated 28[th] November, 2024.
The Chairman shall at the Meeting, at the end of the discussion on the resolutions on which voting is to be held allow voting with the assistance of scrutinizer, through remote e-voting facility. Further, The Scrutinizer shall, immediately after the conclusion of the Meeting will first count the votes cast through remote e-voting and count the vote at the meeting.
The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www.sahpolymers.com and on the website of CDSL at www.evotingindia.com immediately after the declaration of Result by the Chairman or any person authorized by him in

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

writing. The Results shall also be forwarded to the Stock Exchange(s) where the shares of Company are listed, i.e., BSE Limited, National Stock Exchange of India.

11. Procedure and instructions for remote e-voting:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (listing Obligation and disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered.
II. The facility of casting the votes by the members using an electronic voting system ('remote e- voting') will be provided by Central Depositories Services India Limited (CDSL).
III. The remote e-voting commences from Friday, 27[th] December, 2024 at 09:00 A.M. and ends on Sunday, 29[th] December, 2024 at 05:00 P.M.
IV. Instructions for Remote Electronic Voting (E-Voting) prior to the said meeting date.

In order to increase the efficiency of the voting process and in pursuance of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020, e-Voting facility is being provided to all the Demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/Depository Participants (DPs). Demat account holders would be able to cast their vote without having to register again with the E-Voting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Further, Shareholders are advised to update their mobile number and e-mail-id with their DPs in order to access e-Voting facility.

Login method for e-Voting Through CDSL e-Voting system for Individual shareholders holding securities in Demat mode with CDSL/NSDL:

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in Demat mode withCDSL 1) 2) 3) 4)		Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen.

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding Successful login, you will be able to see e-Voting option. Once you click on e-Voting
securities in option, you will be redirected to NSDL/CDSL Depository site after successful
demat mode) authentication, wherein you can see e-Voting feature. Click on company name or
login through e-Voting service provider name and you will be redirected to e-Voting service
their provider website for casting your vote during the remote e-Voting period or joining
Depository virtual meeting & voting during the meeting.
Participants
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at https://www.evoting.nsdl.com/ OR https://web.cdslindia.com/myeasi/home/login

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Login method for remote- E-Voting Through CDSL e-Voting systems for shareholders other than individuals holding shares in Demat form:

i. The shareholders should log on to the e-voting website www.evotingindia.com during the voting period. I
ii. Click on “Shareholders” tab.
iii. Now enter your User ID;

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

a. For CDSL: 16 digits beneficiary ID
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID.
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
iv. Next enter the Image Verification as displayed and Click on Login.
v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier evoting of any company, then your existing password is to be used
vi. If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

vii. After entering these details appropriately, click on “SUBMIT” tab.
viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field.

Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

ix. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
x. Shareholders holding multiple demat accounts / folios shall choose the voting process separately for each demat account / folio.
xi. Click on M/s SAH POLYMERS LIMITED < select with Company Name>
xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

xiv. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xvi. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xvii. If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xviii. Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective App Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.
xix. Note for Non – Individual Shareholders and Custodians – For Remote E-Voting only.
a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] .
c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
d) The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
e) Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL evoting system for the scrutinizer to verify the same. If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 1800 22 55 33.

Link for guiding procedure to cast vote for the proposed resolution are https://www.evotingindia.com/userdocs/User-Manual-for-Shareholders-to-cast-theirvotes.pdf

All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

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SAH POLYMERS LIMITED

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www.sahpolymers.com CIN: L24201RJ1992PLC006657

FORM NO. CAA2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL JAIPUR BENCH,

IN THE MATTER OF SECTIONS 230-232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND IN THE MATTER OF SCHEME OF AMALGAMATION OF

FIBCORP POLYWEAVE PRIVATE LIMITED

.....TRANSFEROR COMPANY/APPLICANT COMPANY NO.1

AND

SAH POLYMERS LIMITED

.....TRANSFEREE COMPANY/ APPLICANT COMPANY NO. 2

AND

THEIR RESPECTIVE SHAREHOLDERS

COMPANY APPLICATION NO. C.A.(CAA)/7/JPR/2024

Statement Under Section 102 read with 230 To 232 And Other Applicable Provisions Of The Companies Act, 2013 (“Act”) And Rule 6(v) Of The Companies (Compromises, Arrangements And Amalgamations) Rules, 2016, Sebi (Listing Obligations And Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Accompanying The Notice Convening The Meeting Of The Equity Shareholders Of Sah Polymers Limited (“Transferee Company/Applicant company no. 2.”),Pursuant To The Orders Of The Hon’ble National Company Law Tribunal, Jaipur Bench, Order Dated 06[th] November, 2024 and 11[th] November, 2024

This Statement explaining the terms of the Scheme of Amalgamation is being furnished pursuant to Section 102 as required under section 230 to 232 and 102 of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”) (“Explanatory Statement”) accompanying the Notice convening the meeting of the Equity Shareholders ("Shareholders")(“Notice”) of the SAH POLYMERS LIMITED (“Transferee Company/Applicant company no. 2.”).

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

The terms used in this Statement but which are not defined herein shall have the same meaning as defined in the Scheme unless otherwise stated.

A. Details of the order of the Tribunal directing the calling, convening and conducting of the meeting:

Pursuant to the Order dated 06[th] November, 2024 and subsequent amendment Order dated 11[th] November, 2024 passed by the Hon'ble National Company Law Tribunal, Jaipur Bench (“NCLT” or “Hon’ble Tribunal”) in the Company Scheme Application C.A.(CAA) No 07 of 2024, directing for convening the meeting of shareholders, on Monday, 30[th] day of December, 2024 at 11:00 A.M. (IST) through VC/OAVM means deemed to be held at Registered Office of the Company at E-260-261 Mewar Industrial area, Madri Udaipur, Rajasthan -313003, for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation FIBCORP POLYWEAVE PRIVATE LIMITED (“Transferor Company/Applicant company No. 1”) with SAH POLYMERS LIMTED (“Transferee Company/Applicant company no. 2.”) (the “Scheme of Amalgamation” or "Scheme") pursuant to Sections 230 to 232 of the Act, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (including any statutory modifications (s),or re-enactment thereof, for the time being in force), applicable general circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations) read with SEBI master circular if any, other applicable circulars issued by SEBI and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”), each as amended from time to time. A copy of the Scheme, which has been inter-alia, approved by the Board of Directors of the Company at their meeting held on 25.09.2023 and 18.10.2023 is enclosed herewith as Annexure No . 1.

B. Parties Involved in Scheme of Amalgamation:

Details of the Transferor Company: Fibcorp Polyweave Private Limited

i. Fibcorp Polyweave Private Limited having Corporate Identification Numbers U17309RJ2017PTC058691 (hereinafter referred to as "the Transferor Company / Applicant Company No. 1") was incorporated under the provisions of the Companies Act, 2013 on 31[st] July, 2017 as a Private Limited Company with the Registrar of Companies, Jaipur and in this regard, a fresh certificate of incorporation was issued by Registrar of Companies, Jaipur Rajasthan is enclosed as Annexure No . 2 . There has been no change in the name of the Transferor Company since the Incorporation of the Company. The e-mail address of the Company is [email protected].
ii. The securities of the Transferor Company is not listed on Stock Exchange.
iii. The Permanent Account Number of the Transferor Company: AADCF1666R.
iv. The registered office of the Company is situated at E 260-261, Mewar Industrial Area Madri, Udaipur-313003 Rajasthan. The company registered office has been changed from 9-10 B Saheli

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

Marg Udaipur - 313001 to E 260-261, Mewar Industrial Area, Madri, Udaipur – 313003 w.e.f 01[st] July, 2022 and thereafter there has been no change in the registered office of the company.

v. The objects for which the Transferor Company has been established are set out in its Memorandum of Association is enclosed herewith as Annexure No . 2 and the summary of the main object of the Transferor Company/ Applicant Company No. 1 is the company is engaged in the business of manufacturing of Flexible Intermediate Bulk containers (FIBC), HDPE/PP fabrics and sacks etc.
vi. There has been changes in the object clause of the memorandum of association with the effect from 25[th] April, 2024 as mentioned in the Note of the Memorandum of Association as enclosed above.
vii. As on the date of Notice , the Authorized, Issued, Subscribed and Paid-up share capital of the Transferor company are:

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Details of Capital Structure Amount (₹)
Authorized Share Capital:
72,000 Equity Shares of ₹. 100/- each 72,00,000
Total 72,00,000
-
Issued, Subscribed and Paid up Share Capital
66,430 Equity Shares of ₹ 100/- each 66,43,000
Total 66,43,000
----- End of picture text -----

viii. As on the date of this Notice, the name of the Board of Directors & Promoters along with their addresses are as follows:

DIRECTORS:

Sr No.	Name of the director Designation	Name of the director Designation	Address No. of Shares Held	Address No. of Shares Held
1.	Murtaza Ali Moti	Director (DIN:07876224)	Memuna Villa, 9-10 B Saheli Nagar, Near Orbit Apartment, Girwa,Udaipur 313001 RJ IN 28,046
2.	Fatima Moti	Director (DIN: 07876195)	9-10 B Saheli Nagar, Near Orbit Apartment, Girwa, Udaipur 313001 RJ IN 4,500
3.	Harikant Ganeshlal Turgalia	Director (DIN:00049544)	Flat no 803 8TH Floor I Wing, Bhoomi Park Phase 5 CHS Ltd, Jankalyan Nagar,near Billa Bong	NIL

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

			School, Malad , West Mumbai, Suburban,Maharashtra,400095	School, Malad , West Mumbai, Suburban,Maharashtra,400095
4.	Sanjay Suthar	Director (DIN: 07777202)	Jhadol, Falasiya, Kolyari, Udaipur, Rajasthan 313701	NIL

PROMOTORS:

Sr. No.	Name of the Promotor	Address	No. of shares Held
1	Sah Polymers Limited	E-260-261, Mewar Industrial Area, Madri,Udaipur(Raj.)	33,884

Details of the Transferee Company: Sah Polymers Limited

i. Sah Polymers Limited having Corporate Identification Number (CIN) L24201RJ1992PLC006657 (hereinafter referred to as "the Transferee Company / Applicant Company No. 2") was incorporated under the provisions of the Companies Act, 1956 on 20th April, 1992 as a Public Limited Company under the name and style of " Peacock Continental Limited " with the Registrar of Companies, Jaipur. Thereafter, the name of Transferee Company was changed to its present name i.e. “ Sah Polymers Limited ” and in this regard, a fresh certificate of incorporation was issued by Registrar of Companies, Jaipur Rajasthan on 24[th] July 1998 is enclosed herewith as Annexure No . 3 . There has been no change in the name of the Transferee Company in the last five (5) years. The e-mail address of the Transferee Company is [email protected].
ii. The equity shares of the Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited.
iii. The Permanent Account Number of the Transferee Company is AAFCS6813H.
iv. The registered office of the Company is situated at E 260-261, Mewar Industrial rea Madri, Udaipur-313003, Rajasthan, within the jurisdiction of this Hon'ble Tribunal. There has been no change in the registered office address of the Transferee Company in last five (5) years.
v. The objects for which the Transferee Company has been established are set out in its Memorandum of Association is enclosed herewith as Annexure No. 3 and one of the main object of the Transferee Company is engaged in the business of in manufacturing and selling of Polypropylene (PP)/ High Density Polyethylene (HDPE) FIBC Bags, Woven Sacks, HDPE/PP woven fabrics, woven polymer based products of different weight, sizes and colours as per customers specification. The Transferee Company offers vide range of bags of different sizes for varied applications. The Transferee Company is a Del Credere Associate cum Consignment Stockist (DCA/ CS) of Indian Oil Corporation Limited and also operates as Dealer Operated Polymer Warehouse (DOPW) of Indian Oil Corporation Limited for their polymer division.

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

There has been no change in the objects of the Transferee Company during the last five years.

vi. The Authorised, Issued, Subscribed and Paid-up Share Capital as on 31[st] March ,2024 are as follows:

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Details of Capital Structure Amount (₹)
Authorized Share Capital
3,00,00,000 Equity Shares of ₹. 10/- each 30,00,00,000
Total 30,00,00,000
-
Issued, Subscribed and Paid up Share Capital
2,57,96,000 Equity Shares of ₹ 10/- each 25,79,60,000
Total 25,79,60,000
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ix. As on the date of this Notice, the name of the Board of Directors & Promoters along with their addresses are as follows:

DIRECTORS:

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Sr Name of the Designation Address No. of Shares
No. director Held
1. Hakim Sadiq 30, Kharol Colony, Fatehpura, NIL
Ali Tidiwala Whole-time Director Udaipur (Raj.)
(DIN: 00119156)
2. Asad Daud 303, Aashiana, 3 Gunpowder NIL
Director Lane, Mazgaon, Mumbai,
(DIN:02491539) Maharashtra
3. Murtaza Ali Memuna Villa, 9-10 B Saheli NIL
Moti Whole-time Directors Nagar, Near Orbit Apartment,
(DIN: 07876224) Girwa, Udaipur ,313001
Rajasthan
4. Ramesh Independent 29, Chhoti Maheshwari Street, NIL
Chandra Soni Director Dhanmandi, Udaipur, Rajasthan
(DIN:00049497)
5. Sanjay Independent Jhadol, Falasiya, Kolyari, NIL
Suthar Director Udaipur, Rajasthan, 313701
(DIN: 07777202)
6. Nikhil Independent Kamal Niwas, Near Municipal NIL
Khanderao Director School, Penkar Pada, Mira Road
Raut (DIN: 06653335 East, Mira-Bhayander, Thane.
Maharashtra
7. Asha Jain Independent H.No. 10A, Ambamata NIL
Director Scheme, Amba Mata,
(DIN:00218335)
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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

Shastri	Circle	,	Udaipur
Rajasthan

PROMOTORS:

PROMOTORS:
Name of the Promotors /Promotor Group	Addresses No. of equity shares held
SAT Industries Limited (Promotor)	121, B-Wing, Mittal Tower, Nariman Point, Mumbai, Maharashtra, India - 400021. 14316000
SAT Invest Private Limited (Promotor Group)	121, Floor-12th, Plot-210, B Wing, Mittal Tower, Free Press Journal Marg, Nariman Point , Mumbai, Maharashtra,India - 400021.	1280000

C. Scheme of Amalgamation:

The Scheme was placed before the Audit Committee and Committee of Independent Directors of the Company at their respective meetings held on 25.09.2023 & 18.10.2023. On the basis of their respective evaluation and consideration of the valuation report dated 25.09.2023 & addendum to the Valuation Report dated 18.10.2024 issued by Mahesh Mandowara, Registered Valuers (SFA) (with IBBI Registration No. IBBI/RV/06/2020/13459) (“ Valuation Report ”), enclosed as Annexure No. 4 , the fairness opinion dated 25.09.2023 issued by Kunvarji Finstock Private Limited, a SEBI registered Category I Merchant Banker, (SEBI Registration No. INM000012564) (“ Fairness Opinion Report ”) is enclosed as Annexure No. 5 , the certificates dated 25.09.2023 , issued by H.R. Jain & Company , Chartered Accountants (Firm Registration No. 000262C), the statutory auditors of the Company , to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act, enclosed as Annexure No. 6 (hereinafter referred to as (“ Auditors’ Certificate on accounting treatment ”), and the pricing certificate dated 25.09.2023, issued by H.R. Jain & Company , Chartered Accountants (Firm Registration No. 000262C), the statutory auditors of the Company certifying, the pricing requirements of regulation 164 (1) Chapter V of SEBI (ICDR) Regulations 2018 enclosed as Annexure No. 7 (hereinafter referred to as “ Pricing Certificate ”), the Audit Committee and the Committee of Independent Directors in their respective reports, enclosed as Annexure No. 8 and Annexure No. 9 respectively, recommended the Scheme to the Board (as defined below).

The Scheme of Amalgamation, inter alia, provides for the following:

Amalgamation of Fibcorp Polyweave Private Limited (“Transferor Company”) with and into Sah Polymers Limited (“Transferee Company”) in accordance with Section 2(1B) and other relevant provisions of the Income Tax Act, 1961 (“Amalgamation”);
The Effective date of the Scheme of Amalgamation is 1[st] April, 2023 (“Appointed Date” );

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

Upon the scheme become effective, the Transferor Company together with all present and future assets and liabilities, shall stand transferred to and vest in the Transferee Company, as a going concern, and the Transferee Company will issue 494 (Four hundred ninety four) fully paid up equity shares of INR 10/- (Rupee Ten) each of the Transferee Company to the equity shareholders of the Transferor Company (other than the Transferee Company in respect of its shareholding in Transferor Company) as on the record date for every 10 (Ten) fully paid up equity share of INR 100/- (Indian Rupees Hundred) each held by such equity shareholders of the Transferor Company (“ Share Exchange Ratio”);
Consequent to the dissolution, the Transferor Company shall stand dissolved without being wound-up and ;
with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of Transferor Company with the Transferee Company in its books of account as per the 'Pooling Interest Method' in accordance with accounting principles as laid down in the Indian Accounting Standard 103 (Business Combinations), notified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015.

D. Summary of Valuation report and Fairness opinion report including basis of valuation and opinion of the registered valuer:

The valuation Report dated 25.09.2023 and Addendum to the Valuation report dated 18.10.2024 has describing inter alia the Computation of and the methodology adopted by them in arriving at the Equity Share Exchange Ratio for the proposed amalgamation. The Valuer have considered the Market Price Approach, Income Approach (Discounted Cash flow Method ‘‘DCF’’) and the Cost Approach (Net Asset Value Approach Method “NAV”), for determining the relative value of the Equity shares of the Applicant companies in order to arrive at the recommended Equity Share exchange ratio in connection with the proposed Scheme of amalgamation.

The valuation methods used by the Valuer and the per share values determined by them are explained in the Valuation report as enclosed. However, considering the nature of the transactions contemplated in the Scheme, the valuers after analyzing the various approach are of the opinion that NAV and DCF methods are of no weightage of relevance and have based their valuation on Market Price Approach methods assigning appropriate weightage.

Fairness Opinion Report dated 25.09.2023 issued, for providing the fairness opinion on the Share Exchange Ratio for the proposed amalgamation recommended by Valuer .In this regard the report has confirmed the fairness of the Share Exchange ratio in connection with the proposed scheme, as recommended in the valuation report.

E. Detail of capital and debt restructuring:

There shall be no capital and debt restructuring pursuant to the proposed scheme of amalgamation.

F. Rationale for the Compromise and arrangement as perceived by the Board of the Directors:

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

Commercial rationale for amalgamation of the Transferor Company with the Transferee Company are as follows

The Transferor Company is a subsidiary of the Transferee Company and is under the management of the Transferee Company.
The Transferor Company and the Transferee Company are engaged in the business of manufacture and sale of Flexible Intermediate Bulk containers (FIBC), HDPE/PP fabrics and sacks etc. The amalgamation will ensure focused management in the combined entity thereby resulting in efficiency of management and maximizing value for the shareholders. Such restructuring will lead to simplification of group structure by eliminating multiple companies in similar business.
The proposed amalgamation of the Transferor Company with the Transferee Company in accordance with the terms of this Scheme would enable both the Companies to realize benefits of greater synergies between their businesses, yield beneficial results and pool financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximizing value to their Shareholders and the Stakeholders.

G. Benefits for the Compromise and arrangement as perceived by the Board of the Directors:

Amalgamation of the Transferor Company with the Transferee Company envisaged by the Scheme would result in following Synergies

Operational integration and better facility utilisation
Efficient raw material procurement and reduced procurement costs
Operational Efficiencies
Rationalization of Procurement & Logistics costs
Enhancing Value in Marketing
Improving Customer Satisfaction and Services
Improved safety, environment and sustainability practices
Increased coverage of plant automation

Note: The aforesaid are only the salient features of the Scheme. Members are requested to read the entire text of the Scheme annexed hereto for acquainted with the entire provisions thereof.

H. Amount due to Unsecured Creditors of the parties involved in the Scheme:

As on 30th September ,2024, the Fibcorp Polyweave Private Limited (“Transferor Company”) has 76 Unsecured Creditor of the sum amounting to ₹ 4,27,63,846.42/- i.e. Indian Rupees Four crore Twenty Seven Lakh Sixty Three Thousand Eight Hundred Forty Six and Forty Two Paise.

As on 30th September ,2024, the Sah Polymers Limited (“Transferee Company”) has 185 Unsecured Creditor of the sum amounting to ₹ 11,89,16,162.36/- i.e Indian Rupees Eleven Crore Eighty Nine Lakh Sixteen Thousand One Hundred Sixty Two and Thirty-Six Paisa.

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

I. The fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement:

The Fibcorp Polyweave Private Limited (“Transferor company”) is the subsidiary company of the Sah Polymers Limited (“Transferee Company”). The Sah Polymers Limited acquired 33,884 equity shares aggregating to 51.01% of paid-up capital of the Fibcorp Polyweave Private on January 05, 2022.

J. Board Approval:

 Transferee Company: SAH POLYMERS LIMITED

The Board of Directors of Transferee Company has unanimously approved the Scheme at its meeting held on 25[th] September, 2024 and 18[th] October 2024. Details of the directors who voted on the Resolution are as follows:

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S. No. Name of Director Voted in favour Voted in Absent/Did
against not vote
1 Hakim Sadiq Ali Tidiwala Voted - -
2 Asad Daud - Absent
3 Murtaza Ali Moti Voted - -
4 Ramesh Chandra Soni Voted - -
5 Sanjay Suthar Voted - -
6. Nikhil Khanderao Raut - Absent
7. Asha Jain Voted -
----- End of picture text -----

 Transferor Company: FIBCORP POLYWEAVE PRIVATE LIMITED

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S. No. Name of Director Voted in favour Voted in Absent/Did
against not vote
1 Murtaza Ali Moti Voted - -
2 Fatima Moti Voted - -
3 Harikant Ganeshlal Turgalia Voted - -
4 Sanjay Suthar Voted - -
----- End of picture text -----

K. Disclosure about the effect of the compromise or arrangement on Directors, KMPs, the Promote, Non-Promoter, Depositors, Creditors, Debenture holders, Debenture Trustees, employees of the Company:

S.No.	Stakeholder	Effect of the Compromise & Arrangement
1	Promoter Shareholders

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

2	Non-Promoter Shareholders	The Scheme will provide an opportunity to improve the economic value for the Shareholders. This is particularly marked in the improved synergies that will arise pursuant to the Scheme. Upon the Scheme becoming effective, the shareholders of the Transferor Company will be able to participate in the growth of the Transferee Company. Upon coming into effect of this Scheme, and in consideration of the amalgamation of the Undertaking in the Transferee Company, the Transferee Company shall without any further application, act, instrument or deed, issue and allot to all the Equity Shareholders of the Transferor Company, whose names appear in the Register of members as on the Record Date, fully paid up Equity Shares, free and clear from all encumbrances together with all rights and benefits attaching thereto in the following share exchange ratio ("Share Exchange Ratio"): 494 (Four Hundred Ninety Four) Equity Shares of INR 10/- each credited as fully paid-up of the Transferee Company for every 10 (Ten) Equity Share of INR 100/- each fully paid-up held by such Equity Shareholder in the Transferor Company.
3	Key Managerial Personnel	The Scheme will have no effect on the existing Key managerial personnel of Sah Polymers Limited.
4	Creditors	All the liabilities of the Amalgamating Company, immediately before the amalgamation, shall become the liabilities of the Amalgamated Company, by virtue of the Scheme of Amalgamation, with effect from the Appointed Date. The present Scheme inter alia includes the amalgamation between FPPL and the Company and is in no manner prejudicial to the interests of the creditors of the Amalgamated Company
5	Directors	The Scheme will have no effect on the existing Directors of SPL. The composition of the board of directors of the SPL may change by appointments, retirements or resignations in accordance with the provisions of the Act, Listing Regulations, Memorandum of Association and Articles of Association of SPL. The Scheme will have no effect on the existing Directors of SPL. The composition of the board of directors of the SPL may change by appointments, retirements or resignations in accordance with the provisions of the Act, Listing Regulations, Memorandum of Association and Articles of Association of SPL

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

6	Depositors	There areno depositors.Hence thisisnot applicable.
7	Debenture holders	There are no debenture holders in SPL. Hence this is not applicable.
8	Debenture trustee	There are no deposit trustee or debenture trustee in SPL. Hence this is not applicable.
9	Employees	There will be no adverse effect of the Scheme on the employees of SPL.

L. Disclosure about the effect of the compromise or arrangement on Material Interest of Directors, KMPs, and Debenture Trustees of the Company:

The Scheme is not expected to have any effect on the Directors and KMPs of the Company or on their material interests in the Company except to the extent of the equity shares held (if any) by them or their relatives in the Company. Further, no change in the Board is envisaged on account of the Scheme.

M. List of Ongoing adjudication, Investigation or recovery proceedings, prosecution Initiated and all other enforcement action taken , if any, against the company , its promoters and directors under the Act:

The details pertaining to the same have been annexed as Annexure 13 .

N. The Pre-Scheme and Post-Scheme Shareholding Patterns of Transferee Company :

The pre-Scheme and post-Scheme shareholding patterns of the Sah Polymers Limited is enclosed as Annexure No: 14.

O. Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors, namely:

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members at company registered office at E-260-261 Mewar Industrial Area, Madri Udaipur, Rajasthan -313003 between Monday to Friday from 11:00 a.m. to 05:00 p.m. on any working day (except Saturdays, Sundays and public holidays) up to the date of the Meeting:

(a) Certified copy of the Orders dated 06[th] November, 2024 and further amendment Order dated 11[th] November, 2024 passed by the Hon’ble National Company Law Tribunal, Jaipur Bench, in the Company Scheme Application C.A. (CAA) No. 7, of 2024 , directing inter alia the calling, convening and conducting of the meeting of equity shareholders of the Company and granting dispensation of secured creditors’ and calling, convening and conducting of the meeting of unsecured creditors’ meetings;
(b) Copies of the observation letters dated July 16 , 2023 issued by BSE Limited and July 18, 2023 issued by National Stock Exchange of India Limited ;

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

(c) Copies of the Memorandum of Association along with Certificate of Incorporation of the Companies;
(d) Certified Copy of the Scheme of Arrangement between Fibcorp Polyweave Private Limited and Sah Polymers Limited and its shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013;
(e) Audited Financial Statements of the Transferee Company including consolidated financial statements as on March 31, 2023 ; March 31, 2024and Limited Reviewed Standalone and Consolidated Financial Statement for the Half year ended September 30, 2024 and Financial Statements of the Transferor Companies as on year ended March 31, 2023; March 31, 2024 and the Half year ended September 30, 2024;
(f) certificate issued by Auditor of the company to the effect that the accounting treatment, proposed in the Scheme of amalgamation, is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013;
(g) contracts or agreements material to the compromise or arrangement :
- Copy of the Valuation Report dated September 25, 2023 & addendum to the valuation report dated October 18, 2023, issued by Mahesh Mandowara, Registered Valuers (SFA) (with IBBI Registration No. IBBI/RV/06/2020/1345.
- Copy of fairness opinion dated September 25, 2023 issued by Kunvarji Finstock Private Limited , a SEBI registered Category I Merchant Banker, (SEBI Registration No. INM000012564)
- Copy of the Pricing Certificate dated September 25, 2023 issued by H. R. Jain & Co., Chartered Accountants (Firm Registration No. 000262C), statutory auditors of the Company.
(h) Copy of the Report date July 25, 2023 adopted by the Board of Directors of the Company pursuant to Section 232(2)(c) of the Act Annexure 10A and Annexure 10B ;
(i) Copy of the report of the Audit Committee & Independent Directors of the Company.

All other documents displayed on the website of the Company at www.sahpolymers.com in terms of the SEBI Scheme Circular, as amended and other relevant circulars issued by SEBI;

P. Details of approvals, sanctions or no-objection(s) , if any, from regulatory or any other governmental authorities required, received or pending for the Scheme:

The Equity Shares, of the Sah Polymers Limited (“Transferee Company”) are listed on the Stock Exchanges (BSE and National Stock Exchange ‘NSE’ ). NSE was appointed as the designated stock exchange by the Company for the purpose of coordinating with SEBI, pursuant to the SEBI Scheme Circulars. The Company has received observation letter regarding the Scheme from BSE on July, 16, 2024,and from NSE on July 18, 2024, A copy attached as Annexure 11 And Annexure 12 respectively. In terms of the observation letters, BSE, and NSE conveyed their no adverse observations/ no objection to the Scheme. The Observations/comments stated by the Stock Exchange on their Letters to be complied by the companies are as follows:

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

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S. Observations Response
No.
a. The Company shall ensure to disclose all Details are mentioned in Clause no.- M and the
details of ongoing adjudication & recovery same is annexed as Annexure-13 of this
proceedings, prosecution initiated, and all Statement disclosed to the shareholders, while
other enforcement action taken, if any, seeking approval of the Scheme and the same
against the Company, its promoters, and which will be submitted before Hon'ble NCLT
directors, before Hon'ble NCLT and as a part of petition.
shareholders, while seeking approval of the
Scheme
b. The Company shall ensure that additional There is no additional information, submitted
information, if any, submitted by the by the company from the date of the receipt of
Company after filing the Scheme with the the observation letter and company shall
Stock Exchanges, from the date of receipt of ensure continue to comply with the aforesaid
this letter, is displayed on the websites of the requirement as and when become applicable.
listed company and the Stock Exchanges.
c. The Company shall ensure compliance with The Company shall ensure to duly comply with
the SEBI circulars issued from time to time. various applicable provisions of the SEBI
Circulars issued from time to time in relation
to the Scheme of arrangement as and when
become applicable.
d. The entities involved in the Scheme shall The Companies viz; Sah Polymers Limited
duly comply with various provisions of the ‘SPL’ and Fibcorp Polyweave Pvt. Limited
Circular and ensure that all the liabilities of ‘FPPL’ shall duly comply with various
Transferor Company are transferred to the provisions of the Circular and ensure that all
Transferee Company. the liabilities of Transferor Company (“FPPL”)
are transferred to the Transferee Company
(‘SPL”).
e. The Company shall ensure that information Since unlisted company i.e Fibcorp Polyweave
pertaining to all the Unlisted Companies Private Limited (“ Transferor company”) is
involved, if any, in the scheme shall be involved in the Scheme, the disclosure shall be
included in the format specified for abridged included in the format specified for abridged
prospectus as provided in Part E of Schedule prospectus as provided in Part E of Schedule
VI of the ICDR Regulations, 2018, in the VI of the ICDR Regulations, 2018 form a part
explanatory statement or notice or proposal of the Notice
accompanying resolution to be passed, (“Abridged Prospectus”) is enclosed as
which is sent to the shareholders for seeking Annexure 17.
approval.
f. The Company shall ensure that the The Financials of the Company’s involved in
financials in the scheme including financials the scheme considered for valuation report are
considered for valuation report are not for enclosed as Annexure No. 18 & Annexure
period more than 6 months old. No.19.
g. The Company shall ensure that the details of The details of the proposed scheme under
the proposed scheme under consideration as consideration as provided by the Company to
provided by the Company to the Stock the Stock Exchange shall disclosed in Clause
Exchanges shall be prominently disclosed in C of this Statement accompanying notice sent
the notice sent to the Shareholders.
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SAH POLYMERS LIMITED www.sahpolymers.com CIN: L24201RJ1992PLC006657

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to the Shareholders for seeking approval and a
copy of the Scheme is enclosed hereto.
h. The Company shall ensure to disclose the The company discloses the following in this
following, as a part of explanatory statement Statement
or notice or proposal accompanying
resolution to be passed to be forwarded by
the company to the shareholders while
seeking approval u/s 230 to 232 of the
Companies Act 2013:
i. Details of (pre & post scheme) Assets and i. Details of (pre & post scheme) Assets and
Liabilities of SPL. Liabilities of SAH POLYMERS LIMITED is
enclosed as Annexure no. 15 .
ii. Capital buildup of FPPL since inception ii. Capital buildup of Fibcorp Polyweave Private
Limited since inception is enclosed as
Annexure no.16.
iii. All details of valuation/share exchange iii. All details of valuation/share exchange
ratio along with the workings of valuation ratio along with the workings of valuation and
and pricing certificate (including the pricing certificate (including the valuation
valuation report dated 25.09.2023, report dated 25.09.2023, 17.01.2024,
17.01.2024, company clarification dated company clarification dated 19.01.2024 and
19.01.2024 and 17.01.2024 and Pricing 17.01.2024 and Pricing Certificate dated
Certificate dated 25.09.2023). 25.09.2023) is enclosed as Annexure no. 7.
iv. Rationale & synergies of the scheme and iv. Rationale & synergies of the scheme and its
its impact on the public shareholders. impact on the public shareholders is disclosed
under Clause F of this Statement.
v. Details provided by SPL vide letter dated v. Details provided by Sah polymers Limited
05.07.2024 in respect of classification of vide letter dated 05.07.2024 is enclosed as
proposed holding of Mr. Murtaza Moti and Annexure no. 23.
Mrs. Fatima Moti as public holding post
scheme of arrangement. The pre-Scheme and post-Scheme
shareholding patterns of the Sah Polymers
Limited is enclosed as Annexure No: Annexure
no. 14.
i. The Company shall ensure that the proposed The company shall ensure that the equity
equity shares to be issued in terms of the shares proposed to be issued by SPL pursuant
“Scheme” shall mandatorily be in demat form to the Scheme shall mandatorily be in Demat
only. form only.
j. The Company shall ensure that the The company shall ensure to comply with this
“Scheme” shall be acted upon subject to the requirement.
applicant complying with the relevant
clauses mentioned in the scheme document.
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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

k. The Company shall ensure that no changes The company shall ensure that no changes to to the draft scheme except those mandated the draft scheme except those mandated by by the regulators/ authorities / tribunals the regulators/ authorities / tribunals shall be shall be made without specific written made without specific written consent of SEBI. consent of SEBI.
l. The Company shall ensure that the The Company shall ensure to incorporate all observations of SEBI/Stock Exchanges shall the observation, in the form of annexures to be incorporated in the petition to be filed the petition filed before the Hon’ble NCLT. before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
m. The Company shall ensure that all the  Transferee Company: applicable provisions under the Companies The Company shall ensure that all Act, 2013, rules and regulations issued applicable provisions under the thereunder including obtaining the consent Companies Act, 2013, rules and from the creditors for the proposed scheme regulations issued thereunder scheme are complied. duly comply and the consent letter in the form of affidavit obtained from the secured creditors along with the list of Secured Creditors of the Transferee Company is enclosed as Annexure no. 20 and as per the Order of Hon’ble Tribunal the Company is holding the meeting of Unsecured Creditors.
Transferor Company: The Company shall ensure that all applicable provisions under the Companies Act, 2013, rules and regulations issued thereunder scheme duly comply and the consent letter in the form of affidavit obtained from the secured creditors of the Companies involved in the scheme is enclosed as Annexure no. 20 along with the list of Secured Creditors of the Transferor Company is enclosed as Annexure no. 20 and as per the Order of Hon’ble Tribunal the Company is holding the meeting of Unsecured Creditors.
n. It is to be noted that the petitions are filed by Company has noted the same. the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

for its comments/ observations/ representations.

Q. Statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means:

Pursuant to the provision of the act, since the Meeting is being held pursuant to NCLT Order and Relevant Circulars through VC/ OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility to vote in the meeting in person or by proxies will not be available, and hence persons to whom the notice is sent may vote through electronic means.

R. Other Matters:

As required by Pt. 13. 6 of NCLT Order dated 06[th] November, 2024 with the and subsequent amendment Order dated 11[th] November, 2024 enclosed herewith as Annexure no. 22, Financials of the Company’s involved in the scheme as on 30[th] September, 2024 is enclosed as Annexure No. 21.
As required by the SEBI Circular, the Transferee Company had filed its no complaints report with BSE and NSE, dated 27[th] November, 2023, respectively. These reports indicate that the Transferee Company received no complaints from the equity shareholders with respect to the Scheme. Copies of the no complaints report submitted by the Transferee Company, are enclosed as Annexure no. 22.

Registered office: For SAH POLYMERS LIMITED E-260-261, Mewar Industrial Area, Madri Udaipur: 313003 Dated: 27.11.2024 Sd/ Chairperson appointed for the Meeting of Shareholders

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Ref: NSE/LIST/37735

July 18, 2024

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The Company Secretary Sah Polymers Limited E 260-261, Mewar Industrial Area, Madri, Udaipur - 313003

Kind Attn.: Ms. Runel Saxena

Dear Madam,

Sub: Observation Letter for Draft Scheme of Amalgamation of Fibcorp Polyweave Private Limited (Transferor Company) with Sah Polymers Limited (Transferee Company) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for Draft Scheme of Amalgamation of Fibcorp Polyweave Private Limited (Transferor Company) with Sah Polymers Limited (Transferee Company) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 vide application dated September 28, 2023.

Based on our letter reference no. NSE/LIST/37735 dated March 22, 2024, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), SEBI vide its letter dated July 16, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed company and the Stock Exchanges.
c) The Company shall ensure compliance with the SEBI circulars issued from time to time.
d) The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.

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279

Continuation Sheet

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e) The Company shall ensure that information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the Shareholders.
h) The Company shall ensure to disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013:
Details of (pre & post scheme) Assets and Liabilities of SPL.
Capital buildup of FPPL since inception
All details of valuation / Share Exchange Ratio provided at para 12 of BSE's letter dated March 21, 2024.
Rationale & synergies of the scheme and its impact on the public shareholders.
Details provided by SPL vide letter dated July 05, 2024 in respect of classification of proposed holding of Mr. Murtaza Moti and Mrs. Fatima Moti as public holding post scheme of arrangement.
i) The Company shall ensure that the shall mandatorily be in demat form only.
j) applicant complying with the relevant clauses mentioned in the scheme document.
k) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
l) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

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280

Continuation Sheet

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m) The Company shall ensure that all the applicable provisions under the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme are complied.
n) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

Based on the draft scheme and other documents submitted by the Company, including undertaking given terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

July 18, 2024, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

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281

Continuation Sheet

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The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Khyati Vidwans Senior Manager

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Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Shareholding Pattern under Regulation 31 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015	Shareholding Pattern under Regulation 31 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015	Shareholding Pattern under Regulation 31 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015	Shareholding Pattern under Regulation 31 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015	Shareholding Pattern under Regulation 31 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015
FOR PRE SCHEME OF ARRANGEMENT
1.	Name of Listed Entity: Sah Polymers Limited
2.	Scrip Code/Name of Scrip/Class of Security: 543743
3.	Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)
	a.	If under 31(1)(b) then indicate the report forQuarter ending
	b.	If under 31(1)(c) then indicate date of allotment/extinguishment
4.	Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:‐

		Particulars	Yes*	No*
	1	Whether the Listed Entity has issued any partly paid up shares?		No
	2	Whether the Listed Entity has issued any Convertible Securities or Warrants?		No
	3	Whether the Listed Entity has any shares against which depository receipts are issued?		No
	4	Whether the Listed Entity has any shares in locked‐in?		No
	5	Whether any shares held by promoters arepledge or otherwise encumbered?		No

*** If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked‐in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by Listed Entity in above table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.**

GENERATED ON :04/10/2024 NSDL : 30/09/2024 CDSL :30/09/2024

Hakim SIGN Digitally signed by Hakim Sadiq Sadiq Ali Ali Tidiwala Date: 2024.11.27 Tidiwala 13:28:41 +05'30'

290

Sah Polymers Limited

Table I ‐ Summary Statement holding of specified securities


Sah Polymers Limited
Table I ‐ Summary Statement holding of specified securities

								~~No of~~ ~~Sharehold~~
Category	Category of shareholder	Nos. of sharehold ers	No. of fully paid up equity shares held	No. of Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing as a % of total no. of shares (calculate d as per SCRR, 1957)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateri alised form
								No of Voting Rights			Total as a % of (A+B+C)			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)
								Class eg: X	Class eg: y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	(XI)=	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	2	15596000	0	0	15596000	60.4590	15596000	0	15596000	60.4590	0	60.4590	0	0.0000	0	0.0000	15596000
(B)	Public	8030	10200000	0	0	10200000	39.5410	10200000	0	10200000	39.5410	0	39.5410	0	0.0000	NA	NA	10200000
(C)	Non Promoter ‐ Non Public				0				0			0			0.0000	NA	NA
(C1)	Shares Underlying DRs	0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(C2)	Shares Held By Employee Trust	0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
	Total	8032	25796000	0	0	25796000	100.0000	25796000	0	25796000	100.0000	0	100.0000	0	0.0000	0	0.0000	25796000

Hakim SIGN Digitally signed by Hakim Sadiq Sadiq Ali Ali Tidiwala Date: 2024.11.27 Tidiwala 13:29:07 +05'30'

291


Sah Polymers Limited
Table II ‐ Statement showing shareholding pattern of the Promoter and Promoter Group
										~~No of~~ ~~Sharehold~~
	Category & Name of the shareholders	Entity Type	PAN	Nos. of sharehold ers	No. of fully paid up equity shares held	Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateri alised form
										No of Voting Rights			Total as a % of Total Voting Rights			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)
										Class eg: X	Class eg: y	Total
	(I)		(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	(XI)=	(XII)		(XIII)		(XIV)
1	Indian
(a)	Individuals/ Hindu Undivided Family			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(b)	Central Government/ State Government(s)			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(c)	Financial Institutions/ Banks			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(d)	Any Other(Specify)			2	15596000	0	0	15596000	60.4590	15596000	0	15596000	60.4590	0	60.4590	0	0.0000	0	0.0000	15596000
	Bodies Corporate			2	15596000	0	0	15596000	60.4590	15596000	0	15596000	60.4590	0	60.4590	0	0.0000	0	0.0000	15596000
	Sat Industries Limited	Promoters	AAACR2207F	1	14316000	0	0	14316000	55.4970	14316000	0	14316000	55.4970	0	55.4970	0	0.0000	0	0.0000	14316000
	Sat Invest Private Limited	Promoter Group	AACCS2098D	1	1280000	0	0	1280000	4.9620	1280000	0	1280000	4.9620	0	4.9620	0	0.0000	0	0.0000	1280000
	Sub Total(A)(1)			2	15596000	0	0	15596000	60.4590	15596000	0	15596000	60.4590	0	60.4590	0	0.0000	0	0.0000	15596000
2	Foreign
(a)	Individuals(Non‐Resident Individuals/ Foreign Individuals)			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(b)	Government			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(c)	Institutions			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(d)	Foreign Portfolio Investor			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
(e)	Any Other(Specify)			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
	Sub Total(A)(2)			0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	0	0.0000	0
	Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2)			2	15596000	0	0	15596000	60.4590	15596000	0	15596000	60.4590	0	60.4590	0	0.0000	0	0.0000	15596000

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.

Note :

(1) PAN would not be displayed on website of Stock Exchange(s)

(2) The term 'Encumbrance' has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Hakim Digitally signed by Hakim Sadiq Sadiq Ali Ali Tidiwala Date: 2024.11.27 Tidiwala 13:29:25 +05'30'

292

Sah Polymers Limited


Sah Polymers Limited
Table III ‐ Statement showing shareholding pattern of the Public shareholder
									~~No of~~ ~~Sharehold~~
	Category & Name of the shareholders	PAN	Nos. of sharehold ers	No. of fully paid up equity shares held	Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateria lised form	Sub‐categorization of shares
									No of Voting Rights			Total as a % of Total Voting Rights			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)		Shareholding(No. of shares) under
									Class eg: X	Class eg: y	Total									~~Sub‐~~ category(i )	~~Sub‐~~ category(i i)	~~Sub‐~~ category(i ii)
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	(XI)=	(XII)		(XIII)		(XIV)	(XV)
1	Institutions(Domestic)
(a)	Mutual Fund		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(b)	Venture Capital Funds		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(c)	Alternate Investment Funds		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(d)	Banks		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(e)	Insurance Companies		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(f)	Provident Funds/ Pension Funds		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(G)	Asset Reconstruction Companies		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(h)	Sovereign Wealth Funds		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(i)	NBFCs registered with RBI		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(j)	Other Financial Institutions		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(k)	Any Other(Specify)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
	Sub Total(B)(1)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
2	Institutions(Foreign)
(a)	Foreign Direct Investment		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(b)	Foreign Venture Capital Investors		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(c)	Sovereign Wealth Funds		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(d)	Foreign Portfolio Investors Category I		2	938028	0	0	938028	3.6363	938028	0	938028	3.6363	0	3.6363	0	0.0000	NA	NA	938028	0	0	0
	Meru Investment Fund Pcc‐Cell 1	AAQCM9904J	1	936303	0	0	936303	3.6296	936303	0	936303	3.6296	0	3.6296	0	0.0000	NA	NA	936303
(e)	Foreign Portfolio Investors Category II		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(f)	Overseas Depositories(holding DRs) (balancing figure)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(g)	Any Other(Specify)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
	Sub Total(B)(2)		2	938028	0	0	938028	3.6363	938028	0	938028	3.6363	0	3.6363	0	0.0000	NA	NA	938028	0	0	0
3	Central Government/ State Government(s)
(a)	Central Government/ President of India		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(b)	State Government/ Governor		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(C)	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
	Sub Total(B)(3)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
4	Non‐Institutions			0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(a)	Associate companies/ Subsidiaries		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(b)	Directors and their relatives (excluding Independent Directors and nominee Directors)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(C)	Key Managerial Personnel		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(D)	Relatives of promoters (other than 'immediate relatives' of promoters disclosed under 'Promoter and Promoter Group' category)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(E)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee','beneficiary', or 'author of the trust''		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(f)	Investor Education and Protection Fund(IEPF)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
(g)	i. Resident Individual holding nominal share capital up to Rs. 2 lakhs.		7838	1406277	0	0	1406277	5.4515	1406277	0	1406277	5.4515	0	5.4515	0	0.0000	NA	NA	1406277	0	0	0
(h)	ii. Resident individual holding nominal share capital in excess of Rs. 2 lakhs.		16	1789565	0	0	1789565	6.9374	1789565	0	1789565	6.9374	0	6.9374	0	0.0000	NA	NA	1789565	0	0	0

Hakim SIGN Digitally signed by Hakim Sadiq Sadiq Ali Ali Tidiwala Tidiwala Date: 2024.11.27 13:29:47 +05'30'

293

	Bholaram Agarwal	AASPA4858Q		285339	285339	1.1061	285339	285339	1.1061	1.1061	0.0000	NA	NA	285339
	Harsh Jasmin Ajmera	AEMPA4965L		410949	410949	1.5931	410949	410949	1.5931	1.5931	0.0000	NA	NA	410949
(i)	Non Resident Indians(NRIs)		42	24241	24241	0.0940	24241	24241	0.0940	0.0940	0.0000	NA	NA	24241	0	0	0
(j)	Foreign Nationals		0	0	0	0.0000	0	0	0.0000	0.0000	0.0000	NA	NA	0
(k)	Foreign Companies		0	0	0	0.0000	0	0	0.0000	0.0000	0.0000	NA	NA	0
(l)	Bodies Corporate		50	5196869	5196869	20.1460	5196869	5196869	20.1460	20.1460	0.0000	NA	NA	5196869	0	0	0
	Park Continental Private Limited	AABCP9174A	1	1124784	1124784	4.3603	1124784	1124784	4.3603	4.3603	0.0000	NA	NA	1124784
	Ska MarketingPrivate Limited	ABBCS4486R	1	1080799	1080799	4.1898	1080799	1080799	4.1898	4.1898	0.0000	NA	NA	1080799
	Unishire Urban Infra Limited	AABCR3723R	1	417000	417000	1.6165	417000	417000	1.6165	1.6165	0.0000	NA	NA	417000
	L7 Hitech Private Limited	AACCL7130P	1	357005	357005	1.3840	357005	357005	1.3840	1.3840	0.0000	NA	NA	357005
	DelightQuant Private Limited	AAKCD1453F	1	300000	300000	1.1630	300000	300000	1.1630	1.1630	0.0000	NA	NA	300000
	Jainam BrokingLimited	AABCJ3918N	1	273500	273500	1.0602	273500	273500	1.0602	1.0602	0.0000	NA	NA	273500
(m)	Any Other(Specify)		82	845020	845020	3.2758	845020	845020	3.2758	3.2758	0.0000	NA	NA	845020	0	0	0
	Body Corp‐Ltd Liability Partnership		6	492664	492664	1.9098	492664	492664	1.9098	1.9098	0.0000	NA	NA	492664	0	0	0
	Space Age Polymers Llp	ADWFS4422K	1	347308	347308	1.3464	347308	347308	1.3464	1.3464	0.0000	NA	NA	347308
	Hindu Undivided Family		76	352356	352356	1.3659	352356	352356	1.3659	1.3659	0.0000	NA	NA	352356	0	0	0
	Sub Total(B)(4)		8028	9261972	9261972	35.9047	9261972	9261972	35.9047	35.9047	0.0000	NA	NA	9261972	0	0	0
	Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)+b(4)		8030	10200000	10200000	39.5410	10200000	10200000	39.5410	39.5410	0.0000	NA	NA	10200000	0	0	0

Details of	No. of shareholders No. of Shares % 0 the shareholders acting aspersons in Concert including their Shareholding (No. and %):	No. of shareholders No. of Shares % 0 the shareholders acting aspersons in Concert including their Shareholding (No. and %):	No. of shareholders No. of Shares % 0 the shareholders acting aspersons in Concert including their Shareholding (No. and %):
	No. of shareholders	No. of Shares	%
	0

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights

which are frozen etc.

frozen etc.
No. of shareholders	No. of Shares
0	0

Note :

(1) PAN would not be displayed on website of Stock Exchange(s).

(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no.(XIII)is not applicable in the above format.

(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian.

(4) Categorization and disclosure of each shareholder category should be carried out in the order prescribed in the above format. If a shareholder is falling under more than one category, then the same shall be classified in the category falling

(5) Sub‐categorization of shares under column no.(XV) will be based on shareholding(no. of shares)under the following sub‐categories:

(i) Shareholder who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative(i.e. Director)on the board of the listed entity.

(ii) Shareholder who have entered into shareholder agreement with the listed entity.

(iii) Shareholders acting as persons in concert with promoters.

SIGN Hakim Digitally signed by Hakim Sadiq Sadiq Ali Ali Tidiwala Date: 2024.11.27 Tidiwala 13:30:19 +05'30'

294

Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited	Sah Polymers Limited
Table IV ‐ Statement showing shareholding pattern of the Non Promoter‐ Non Public shareholder
									~~No of~~ ~~Sharehold~~
	Category & Name of the shareholders	PAN	Nos. of sharehold ers	No. of fully paid up equity shares held	Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateria lised form
									No of Voting Rights			Total as a % of (A+B+C)			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)
									Class eg: X	Class eg: y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	(XI)=	(XII)		(XIII)		(XIV)
1	Custodian/DR Holder		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
2	Employee Benefit Trust / Employee Welfare Trust under SEBI (Share based Employee Benefits and Sweat Equity) Regulations, 2021		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0
	Total Non‐Promoter‐ Non Public Shareholding (C)= (C)(1)+(C)(2)		0	0	0	0	0	0.0000	0	0	0	0.0000	0	0.0000	0	0.0000	NA	NA	0

Note :

(1) PAN would not be displayed on website of Stock Exchange(s).

(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.

SIGN Hakim Digitally signed by Hakim Sadiq Ali Tidiwala Sadiq Ali Date: 2024.11.27 Tidiwala 13:30:03 +05'30'

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AI assistant

Aeroflex Neu Limited — Proxy Solicitation & Information Statement 2024

59178_rns_2024-11-27_ed9c4ac1-4ddf-4dcb-99aa-c5e37a4aa142.pdf

SAH POLYMERS LIMITED

Dear Sir/Madam,

SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

FORM NO. CAA2

THEIR RESPECTIVE SHAREHOLDERS

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF SAH POLYMERS LIMITED (“TRANSFEREE COMPANY/APPLICANT COMPANY NO. 2.”)

SAH POLYMERS LIMITED

SAH POLYMERS LIMITED

TAKE FURTHER NOTICE that:

SAH POLYMERS LIMITED

Notes:

SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

11. Procedure and instructions for remote e-voting:

SAH POLYMERS LIMITED

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

SAH POLYMERS LIMITED

SAH POLYMERS LIMITED

FORM NO. CAA2

THEIR RESPECTIVE SHAREHOLDERS

SAH POLYMERS LIMITED

A. Details of the order of the Tribunal directing the calling, convening and conducting of the meeting:

B. Parties Involved in Scheme of Amalgamation:

Details of the Transferor Company: Fibcorp Polyweave Private Limited

SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

DIRECTORS:

SAH POLYMERS LIMITED

PROMOTORS:

Details of the Transferee Company: Sah Polymers Limited

SAH POLYMERS LIMITED

www.sahpolymers.com CIN: L24201RJ1992PLC006657

DIRECTORS:

SAH POLYMERS LIMITED

PROMOTORS:

C. Scheme of Amalgamation:

SAH POLYMERS LIMITED

D. Summary of Valuation report and Fairness opinion report including basis of valuation and opinion of the registered valuer:

E. Detail of capital and debt restructuring:

F. Rationale for the Compromise and arrangement as perceived by the Board of the Directors:

SAH POLYMERS LIMITED

G. Benefits for the Compromise and arrangement as perceived by the Board of the Directors:

H. Amount due to Unsecured Creditors of the parties involved in the Scheme:

SAH POLYMERS LIMITED

 Transferee Company: SAH POLYMERS LIMITED

 Transferor Company: FIBCORP POLYWEAVE PRIVATE LIMITED

K. Disclosure about the effect of the compromise or arrangement on Directors, KMPs, the Promote, Non-Promoter, Depositors, Creditors, Debenture holders, Debenture Trustees, employees of the Company:

SAH POLYMERS LIMITED

L. Disclosure about the effect of the compromise or arrangement on Material Interest of Directors, KMPs, and Debenture Trustees of the Company:

M. List of Ongoing adjudication, Investigation or recovery proceedings, prosecution Initiated and all other enforcement action taken , if any, against the company , its promoters and directors under the Act:

N. The Pre-Scheme and Post-Scheme Shareholding Patterns of Transferee Company :

O. Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors, namely:

SAH POLYMERS LIMITED

P. Details of approvals, sanctions or no-objection(s) , if any, from regulatory or any other governmental authorities required, received or pending for the Scheme:

SAH POLYMERS LIMITED

SAH POLYMERS LIMITED

R. Other Matters:

Kind Attn.: Ms. Runel Saxena

Sub: Observation Letter for Draft Scheme of Amalgamation of Fibcorp Polyweave Private Limited (Transferor Company) with Sah Polymers Limited (Transferee Company) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Sah Polymers Limited

Note :

Sah Polymers Limited

which are frozen etc.

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Aeroflex Neu Limited Proxy Solicitation & Information Statement 2024