AI assistant
AGI GREENPAC LIMITED — Proxy Solicitation & Information Statement 2025
Oct 7, 2025
61278_rns_2025-10-07_b17e3017-d75b-4629-8f26-97216e8b2286.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [72 x 49] intentionally omitted <==
NEAPS/BSE ONLINE
7[th] October, 2025
The Corporate Relationship Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Plot No. C/1, Block-G, 1[st] Floor, New Trading Ring, Exchange Plaza, 5[th] Floor, Rotunda, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai - 400 051 (BSE Scrip Code: 500187) (NSE Symbol: AGI)
Dear Sir/Madam,
Sub: Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in furtherance to our letter dated 30[th] September, 2025 regarding seeking approval of the shareholders by way of postal ballot, please find enclosed herewith the postal ballot notice dated 30[th] September, 2025 along with explanatory statement for seeking shareholders’ approval on the following items:
-
To approve raising of funds by way of issuance of securities upto Rs. 1,500 crore (Rupees One Thousand Five Hundred Crore) - Special Resolution
-
To consider and approve alteration in the Object Clause of the Memorandum of Association of the Company - Special Resolution
The Postal Ballot Notice is being sent to all the Members, by e-mail, whose names appear in the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, 3[rd] October, 2025 (“Cut-off date”) and who have registered their email addresses with the Company’s RTA or depository through the respective depository participants.
The Postal Ballot Notice is also available on the Company’s website i.e. https://agigreenpac.com/.
The Company has engaged the services of CDSL for the purpose of providing e-Voting facility to its members.
Corporate Office: 301-302, 3[rd ] Floor, Park Centra, Sector-30, NH 8, Gurugram, Haryana-122 001, India. T. +91 124 477 9200
2, Red Cross Place, Kolkata-700001, West Bengal, India. T. +91 33-22487407/5668 [email protected] | www.agigreenpac.com | CIN: L51433WB1960PLC024539
AGI Plastek Office: AGI glaspac Premises, Glass Factory Road, Off Motinagar, Borabanda, Hyderabad-500018, India. T: +91 40-2383 1771(5lines), M: [email protected] AGI CloZures Office: Sy.No.208 to 218, Sitarampur, Isnapur, Patancheru, Telangana- 502307, India. T: +91-8455-225511, M: [email protected]
==> picture [105 x 21] intentionally omitted <==
==> picture [24 x 33] intentionally omitted <==
==> picture [56 x 30] intentionally omitted <==
==> picture [55 x 21] intentionally omitted <==
==> picture [70 x 20] intentionally omitted <==
==> picture [39 x 24] intentionally omitted <==
==> picture [78 x 17] intentionally omitted <==
AGI Greenpac Ltd
==> picture [72 x 49] intentionally omitted <==
The remote e-Voting will commence from 09:00 A.M. (IST) on Wednesday, October 8, 2025 and shall end at 05:00 P.M. (IST) on Thursday, November 6, 2025.
You are requested to take this information on record.
Thanking you, For AGI Greenpac Limited Digitally signed by Ompal Date: 2025.10.07 Ompal 18:14:29 +05'30'
(Ompal) Company Secretary and Compliance Officer Address: 301-302, 3[rd] Floor, Park Centra, Sector-30, Gurugram-122001 Membership No.: A30926
Encl.: As above
AGI Greenpac Ltd
Corporate Office: 301-302, 3[rd ] Floor, Park Centra, Sector-30, NH 8, Gurugram, Haryana-122 001, India. T. +91 124 477 9200
2, Red Cross Place, Kolkata-700001, West Bengal, India. T. +91 33-22487407/5668 [email protected] | www.agigreenpac.com | CIN: L51433WB1960PLC024539
AGI Plastek Office: AGI glaspac Premises, Glass Factory Road, Off Motinagar, Borabanda, Hyderabad-500018, India. T: +91 40-2383 1771(5lines), M: [email protected]
Sy.No.208 to 218, Sitarampur, Isnapur, Patancheru, Telangana- 502307, India. T: +91-8455-225511, M: [email protected]
==> picture [105 x 21] intentionally omitted <==
==> picture [24 x 33] intentionally omitted <==
==> picture [56 x 30] intentionally omitted <==
==> picture [55 x 21] intentionally omitted <==
==> picture [70 x 20] intentionally omitted <==
==> picture [39 x 24] intentionally omitted <==
==> picture [78 x 17] intentionally omitted <==
==> picture [66 x 49] intentionally omitted <==
AGI GREENPAC LIMITED
CIN: L51433WB1960PLC024539
Registered Office: 2, Red Cross Place, Kolkata – 700 001, West Bengal, India Phone: +91-33-2248 7407/5668, E-mail: [email protected] Website: www.agigreenpac.com
NOTICE OF POSTAL BALLOT
[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
NOTICE is hereby given, in accordance with the provision of Section 110 read with Section 108 of the Companies Act, 2013 (“ the Act ”) and other applicable provisions, if any, of the Act, and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time (including any statutory modification or re-enactment thereof for the time being in force) (“the Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), as amended from time to time read with the General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the Resolutions appended below are proposed to be passed by the Members of AGI Greenpac Limited (“ Company ”) as Special Resolution(s) by way of Postal Ballot by voting through electronic means (“ remote e-Voting ”).
In compliance with the aforesaid MCA Circulars and Regulation 44 of the SEBI Listing Regulations, this Postal Ballot Notice is being sent through electronic mode only to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-Voting. The communication of the assent or dissent of the Members would only take place through the remote e- Voting system. Hence, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members.
An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Act, pertaining to the Special Resolutions setting out the material facts and reasons thereof, is appended to this Notice.
Pursuant to Rule 22(5) of the Rules, the Board at its meeting held on September 30, 2025, has appointed Mr. Pravin Kumar Drolia, Company Secretary in Practice, Kolkata (FCS No. 2366, CP No. 1362), as the Scrutinizer for conducting the Postal Ballot through remote e-Voting process in a fair and transparent manner.
The remote e-Voting period commences from 9.00 AM (IST) on Wednesday, October 8, 2025 and ends at 5.00 P.M. (IST) on Thursday, November 6, 2025. Members desiring to exercise their vote through the remote e- Voting are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-Voting not later than 5.00 p.m. (IST) on Thursday, November 6, 2025. Remote e-Voting will be blocked immediately thereafter and no e-Voting will be allowed beyond the said date and time. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for the purpose of providing remote e-Voting facility to its Members.
The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman in this regard, upon completion of the scrutiny of the votes cast through remote e-Voting. The results of the Postal Ballot/E- voting shall be declared within 2 (two) working days from the conclusion of remote e-Voting and the same, along with the
1
Scrutinizer’s Report, will be placed on the website of the Company at www.agigreenpac.com and on website of CDSL at www.evotingindia.com as well as on websites of Stock Exchanges i.e. www.bseindia.com and www.nseindia.com.
The resolution, if passed by the requisite majority shall be deemed to have been passed on Thursday, November 6, 2025, i.e., the last date specified for receipt of votes through the e-Voting process.
SPECIAL BUSINESSES
ITEM NO. 1
TO APPROVE RAISING OF FUNDS BY WAY OF ISSUANCE OF SECURITIES UPTO RS. 1,500 CRORE (RUPEES ONE THOUSAND FIVE HUNDRED CRORE)
To consider and, if thought fit, to give assent or dissent, to the following resolution as a Special Resolution:
" RESOLVED THAT pursuant to the provisions of Sections 23, 41, 42, 55, 62, 179 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), and other applicable rules, if any, made under the Companies Act, 2013, each including any amendment(s), statutory modification(s), or re-enactment(s) thereof for the time being in force (the "Act") and pursuant to enabling provisions of the Memorandum of Association and Articles of Association of the Company, as altered from time to time (“MoA” and “AoA”), in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and the Foreign Exchange Management Act, 1999 including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules, regulations, circulars or notifications issued thereunder, including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, and the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, Foreign Exchange Management (Mode of Payment and Reporting of Non debt Instruments) Regulations, 2019, the Consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India from time to time, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Depository Receipts Scheme, 2014 each as amended, the listing agreements entered into by the Company with the stock exchanges where the equity shares of the Company are listed (“Stock Exchanges”, and such equity shares, the “Equity Shares”), and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India (“GoI”), Ministry of Corporate Affairs (“MCA”), Registrar of Companies, West Bengal at Kolkata, ("ROC"), Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”), Stock Exchanges, and such other statutory / regulatory authorities), and subject to all approvals, permissions, consents, and / or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GoI, or any other concerned statutory / regulatory authority, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and / or sanctions by any of the aforesaid authorities, which will be considered by the board of directors of the Company ( "Board" ), which term shall include any committee, which the Board may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to the Board and the Board be and is hereby authorised to offer, issue, and allot (including with provisions for reservations on firm and / or competitive basis, or such part of the issue and for such categories of persons as may be permitted) any instrument or security, including Equity Shares, fully / partly convertible debentures, warrants, securities convertible into equity shares, Global Depository Receipts (the “GDRs” ), American Depository Receipts (the “ADRs” ) or Foreign Currency Convertible Bonds (the “FCCBs” ), and/or any other eligible Securities which may or may not be listed (all instruments mentioned above collectively with the Equity Shares (whether fully or partly paid-up) to be hereinafter referred to as the “Securities” ), or any combination of Securities, to all or any such investors, jointly and / or severally, that may be permitted to invest in such issuance of Securities, including resident or non-resident / foreign investors (whether institutions and / or incorporated bodies and / or trusts or otherwise) / foreign portfolio investors / mutual funds / pension funds / venture capital funds / banks / alternate investment funds / Indian and / or multilateral financial institutions / insurance companies / any other qualified institutional buyers as defined under the SEBI ICDR Regulations (“ QIBs ”) / any other category of persons or entities who are authorised to invest in the Securities in terms of applicable law, as may be deemed appropriate by the Board in its absolute discretion and whether or not such investors are members of the Company, for cash, in one or more tranches, with or without a green shoe option, to raise funds for an aggregate consideration of upto Rs. 1,500 crore (Rupees One Thousand Five Hundred Crore) or its equivalent amount in such foreign currencies as may be necessary to such investors, through a public issue, or
2
a private placement (including one or more qualified institutions placements (“ QIP ”) in accordance with the applicable provisions of the Companies Act and the SEBI ICDR Regulations, or through any other permissible mode and / or combination thereof as may be considered appropriate, to be to be subscribed to in Indian and / or any foreign currency by all eligible investors, through the issuance of an offer document / letter / circular / placement document, as permitted under applicable laws and regulations, at such price (including at permissible discount or premium to market price or prices permitted under applicable law), in such manner, and on such terms and conditions as may be deemed appropriate by the Board in its absolute discretion, including the discretion to determine to whom the offer, issue and allotment of Securities shall be made to the exclusion of others (including allotment to stabilizing agent in terms of green shoe option, if any, exercised by the Company), making of calls and manner of appropriation of application money or call money, in respect of different class(es) of investors and / or in respect of different Securities; number of securities to be issued; face value; number of Equity Shares to be issued and allotted on conversion / redemption / extinguishment of debt(s); rights attached to the warrants; period of conversion; fixing of record date; and / or book closure dates subject to the applicable laws considering the prevailing market conditions and / or other relevant factors, and wherever necessary, in consultation with the lead managers and / or other advisors appointed.
RESOLVED FURTHER THAT the relevant date for the purpose of pricing the Securities shall be:
-
(i) In case of allotment of Equity Shares, the date of the meeting in which the Board decides to open the issue, subsequent to receipt of approval from the members of the Company, in terms of applicable law, and/or;
-
(ii) In case of allotment of eligible convertible securities (as defined under the SEBI ICDR Regulations), either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as determined by the Board.
RESOLVED FURTHER THAT in case of an issue and allotment of Securities by way of a QIP to QIBs in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning rendered to such term under Regulation 171(a) of SEBI ICDR Regulations): -
-
(i) the allotment of Eligible Securities shall only be made to successful eligible qualified institutional buyers as defined in the SEBI ICDR Regulations;
-
(ii) the Eligible Securities to be so created, offered, issued and allotted, shall be subject to the provisions of the memorandum and articles of association of the Company;
-
(iii) QIP to be undertaken pursuant to the special resolution passed at meeting of the shareholders of the Company;
-
(iv) the allotment of the Securities shall be completed within 365 days from the date of passing of the special resolution by the members of the Company or such other time as may be allowed under the Companies Act, 2013 or SEBI ICDR Regulations and other relevant laws/guidelines, from time to time;
-
(v) the Equity Shares to be offered, issued, and allotted shall be subject to the provisions of the memorandum of association and articles of association of the Company and shall rank pari passu in all respects with the existing Equity Shares including with respect to entitlement to dividend with the existing Equity Shares of the Company;
-
(vi) the Eligible Securities under the QIP shall be issued in dematerialized form and shall be allotted as fully paid up securities;
-
(vii) the Equity Shares which are proposed to be allotted through QIP have been listed on a stock exchange for a period of at least one year, prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution;
-
(viii) the issuance of the Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Regulation 176(1) of the SEBI ICDR Regulations ("QIP Floor Price"), and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the SEBI ICDR Regulations, as may be applicable. However, the Board or a duly constituted corporate affairs committee, at its absolute discretion, may offer a discount of not more than 5% or such other percentage as may be permitted under applicable law on the QIP Floor Price;
3
-
(ix) no single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified that QIBs belonging to the same group or who are under same control shall be deemed to be a single allottee;
-
(x) the Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed by the SEBI, from the date of QIP to be undertaken pursuant to this Special Resolution;
-
(xi) in accordance with Regulation 179 of the SEBI ICDR Regulations, a minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;
-
(xii) the allotment shall not be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company;
-
(xiii) the tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment;
-
(xiv) the schedule of the QIP will be as determined by the Board or its duly authorized committee; and
-
(xv) the detailed terms and conditions for the offer will be determined in consultation with the advisors, lead manager(s)/ Lead Manager(s) and such other authority or authorities as may be required, considering the prevailing market conditions and other regulatory requirements.”
RESOLVED FURTHER THAT , without prejudice to the generality of the above, the Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per prevailing practices and regulations in the capital markets and the Board be and is hereby authorised, in its absolute discretion, in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed to.
RESOLVED FURTHER THAT , without prejudice to the generality of the above and subject to applicable laws, the Board or a committee thereof, in consultation with the Lead Manager(s), advisors and/or other intermediaries as may be appointed in relation to the Issue, be and is hereby authorised to do such acts, deeds, and things, in its absolute discretion, as it deems necessary or desirable in connection with offering, issuing, and allotting the Securities, and to give effect to these resolutions, including, without limitation, the following:
-
(a) offer, issue and allot all / any of the Securities, subject to such terms and conditions, as the Board may deem fit and proper in its absolute discretion;
-
(b) determining the terms and conditions of the issuance, including among other things, (a) terms for issuance of additional Securities and for disposal of Securities which are not subscribed to by issuing them to banks / financial institutions / mutual funds or otherwise, (b) terms as are provided in domestic offerings of this nature, and (c) terms and conditions in connection with payment of interest, dividend, voting rights, premium and redemption or early redemption, conversion into Equity Shares, pricing, variation of the price or period of conversion, and / or finalizing the objects of the issuance and the monitoring of the same;
-
(c) approve, finalise, and execute any preliminary as well as final offer document (including, among other things, any draft offer document, offering circular, registration statement, prospectus, placement document, private placement offer letter, letter of offer, and / or other letter or circular), and to approve and finalise any bid cum application form, abridged letter of offer, notices, including any advertisements and other documents or any term sheets or any other ancillary documents in this regard;
-
(d) decide the form, terms and timing of the issue(s) / offering(s), Securities to be issued and allotted, class of investors to whom Securities are to be offered, issued and allotted, number of Equity Shares to be issued and allotted in each tranche;
-
(e) issue and allot such number of Equity Shares, as may be required to be issued and allotted, upon conversion of any Securities, or as may be necessary in accordance with the terms of the issuance all such Equity Shares ranking pari passu with the existing Equity Shares in all respects;
-
(f) approve, finalise, execute, and amend agreements and documents, including, any number of powers of attorney, lock-up letters, agreements in connection with the creation of any security, and agreements in connection with the appointment of any intermediaries and / or advisors, (including for underwriting,
4
marketing, listing, trading, appointment of lead manager(s) / merchant banker(s), legal counsel, depository(ies), banker(s), advisor(s), registrar(s), trustee(s), and other intermediaries as required), and to pay any fees, commission, costs, charges and other expenses in connection therewith;
-
(g) provide such declarations, affidavits, certificates, consents and / or authorities as required from time to time;
-
(h) seek any consents and approvals, including, among others, the consent from the Company’s lenders, customers, vendors, parties with whom the Company has entered into agreements, and from concerned statutory and regulatory authorities;
-
(i) file requisite documents with the SEBI, Stock Exchanges, the GoI, MCA, the RBI, and any other statutory and / or regulatory authorities, and any amendments, supplements or additional documents in relation thereto, as may be required;
-
(j) seeking the listing of the Securities on any stock exchange(s), submitting the listing application to such stock exchange(s) and taking all actions that may be necessary in connection with obtaining such listing approvals (both in-principle and final listing and trading approvals);
-
(k) open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board;
-
(l) approving the issue price and finalize allocation and the basis of allotment of the Securities on the basis of the bids / applications and oversubscription thereof as received, where applicable;
-
(m) acceptance and appropriation of the proceeds of the issue of the Securities;
-
(n) affix the common seal of the Company, as required, on any agreement, undertaking, deed or other document, in the presence of any one or more of the directors of the Company or any one or more of the officers of the Company as may be authorised by the Board in accordance with the memorandum of association and articles of association of the Company;
-
(o) further authorise and empower any corporate affairs committee/ or any other committee and / or director(s) and / or officer(s) of the Company, to execute and deliver, for and on behalf of the Company, any and all other documents or instruments and doing or causing to be done any and all acts or things as the committee / director(s) / officer(s) may deem necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing, or in connection with the issuance of Securities, and any documents or instruments so executed and delivered or acts and things done or caused to be done by the committee / director(s) / officer(s) shall be conclusive evidence of the authority of the committee / director(s) / officer(s) and the Company in doing so; and
-
(p) do all such incidental and ancillary acts and things as may be deemed necessary, and to give such directions that may be necessary or settle any issues, questions, difficulties or doubts that may arise in regard to or in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions and the members of the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution and all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects.
RESOLVED FURTHER THAT all actions taken in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Directors of the Company and Company Secretary be and are hereby severally authorized to file, sign and submit the necessary form(s) or return(s) or application(s) or intimation(s) and such other documents with SEBI, stock exchanges or jurisdictional Registrar of Companies or any other concerned authorities and to do all such acts, deeds, matters and things as may be required to give effect to the resolution.
RESOLVED FURTHER THAT copies of the foregoing resolutions certified to be true copies by a Director or Company Secretary of the Company be furnished to all concerned as may be necessary. ”
5
ITEM NO. 2
TO CONSIDER AND APPROVE ALTERATION IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
To consider and, if thought fit, to give assent or dissent, to the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 4, 13,15 of the Companies Act, 2013 (“the Act”) and the other applicable provisions of the Act and Rules made thereunder (including any statutory modification(s), amendment(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), and subject to such other necessary approvals, if any, as may be required in this regard from appropriate authorities, the consent of the members of the Company be and is hereby accorded for alteration of the Object Clause of the Memorandum of Association (“MOA”) of the Company by inserting the following new sub clause (7F) after existing sub clause (7E) of the MOA of the Company in the following manner:
- 7F. To carry on the business of manufacturing, processing, buying, selling, trading, importing, exporting, and otherwise deal in all types of packaging products, including but not limited to aluminum cans, containers, components, ends, lids, metal boxes, drums, plates, plastic, paper, tetra pack, wood, any kind of metal packaging and any other kind of packaging using any material / product; and to carry on all related and ancillary businesses including but not limited to research and development to develop new packaging products and manufacture of tooling, machinery, and equipment, acting as contractors for repairs, maintenance, and installation, and serving as vendors and dealers of all materials and goods required for the aforementioned packaging business, any other business associated with the foregoing or other interests of the company.
RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee thereof and/or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT copies of the foregoing resolutions certified to be true copies by a Director or Company Secretary of the Company be furnished to all concerned as may be necessary. ”
By the order of Board of Directors For AGI Greenpac Limited
Date: September 30, 2025 Place: Gurugram
Ompal Company Secretary & Compliance Officer Membership No: ACS 30926
6
NOTES:
-
The explanatory statement pursuant to Section 102 read with Section 110 of the Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed special business Items No.1 & 2 forms part of this Postal Ballot Notice.
-
In compliance with the General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), this Postal Ballot Notice is being sent only through electronic mode to all the members, whose names appear in the register of members/ list of beneficial owners as received from National Securities Depository Limited (“ NSDL ”)/ Central Depository Services (India) Limited (“ CDSL ”) on Friday, October 3, 2025 (“ the Cutoff date ”), which will be considered for the purposes of voting.
-
Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted through this Notice. For this purpose, the Company has entered into an agreement with CDSL for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-Voting will be provided by CDSL.
-
In line with MCA Circulars, the Notice has also been placed on Company’s website https://agigreenpac.com, website of CDSL at www.evotingindia.com and websites of stock exchange i.e., www.bseindia.com and www.nseindia.com.
-
The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on cut-off date i.e. Friday, October 3, 2025. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-Voting. A person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only.
-
Facility to exercise vote by Postal Ballot by voting through electronic means will be available during the following period:
| I | Commencement of e-Voting | Wednesday, October 8, 2025 |
|---|---|---|
| II | Conclusion of e-Voting | Thursday, November 6, 2025 |
| (both days inclusive) |
The facility for voting through electronic means will be disabled for voting by CDSL upon expiry of the aforesaid voting period.
-
The Members who have not yet registered their email address are requested to get their email address registered and cast their votes through e-Voting, in accordance with the procedure set out below:
-
a) Members who have not registered their email address and in consequence could not receive the e-Voting notice may temporarily get their email registered, by visiting the website http://www.mdpl.in/form and following the registration process as guided thereafter. Post successful registration of the email address, the Member would get soft copy of the Notice and the procedure for e-Voting along with the User ID and the password to enable e-Voting for this postal ballot. In case of any queries, the Member may write to RTA of the Company at [email protected]/
-
b) Please note that for permanent registration of email address, Members shall register their email address, in respect of electronic holdings with their concerned depository participants by following due procedure. Kindly note that steps taken by Members in respect of physical holdings as enunciated in point 7(a) above shall be sufficient for permanent registration of their email address.
-
c) Members who have already registered their email address are requested to keep their email address validated with their depository participants / the Company’s RTA, receiving future communications in electronic form to their email address.
7
-
Mr. Pravin Kumar Drolia, Company Secretary in Practice, Kolkata (FCS No. 2366, CP No. 1362) has been appointed as the scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
-
The results of the Postal Ballot/E-Voting shall be declared within 2 (two) working days from the conclusion of remote e-Voting. The result will be announced by the Chairperson or any other person authorized by the Chairman in this regard at the Registered Office of the Company at 2, Red Cross Place, Kolkata-700001, West Bengal, India.
-
The results declared along with scrutinizer’s report shall be placed on the Company's website i.e. www.agigreenpac.com besides being communicated to the Stock Exchanges and Registrar and Share Transfer Agent. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-Voting i.e., Thursday, November 6, 2025.
-
All documents referred to in the Notice and the Explanatory Statement shall be made available for inspection by the Members of the Company, without payment of fees upto and including the date of declaration of results of Postal Ballot. Members desirous of inspecting the same may send their requests at [email protected] from their registered e-mail addresses mentioning their names and folio numbers/demat account numbers.
-
Members holding shares in physical mode and who have not registered/updated their email address with the Company are requested to register / update the same by writing to the Company or its RTA along with copy of signed request letter in form ISR-1 and other forms as per instructions mentioned in the form. The forms can be downloaded from RTA's website at http://www.mdpl.in/ or from the Company's website at www.agigreenpac.com.
Procedure for e-Voting
-
Pursuant to the provisions of Section 108 of the Companies Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by listed companies, the Company is pleased to provide e-Voting facility to its Members, to exercise their right to vote on the proposed resolutions by electronic means.
-
The Company has engaged the services of CDSL as the Authorised Agency to provide e-Voting facilities.
-
The e-Voting facility will be available during the following voting period after which the portal will be blocked and shall not be available for e-Voting:
Commencement of e-Voting from 9.00 A.M. (IST) on Wednesday, October 8, 2025.
End of e-Voting Upto 5.00 P.M. (IST) on Thursday, November 6, 2025
Procedure to Login through Websites of Depositories (CDSL/NSDL)
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding shares in demat mode with CDSL |
A. 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/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. B. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider (“ESP”) for casting his/her vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all ESPs i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the websites of ESPs directly. |
8
| C. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.Proceed to complete registration using your DP ID, Client ID etc. After successful registration, please follow steps given above to cast your vote. D. Alternatively, the users may directly access the e-Voting module of CDSL as per the following procedure: (i) Click the on link www.cdslindia.com or on https://evoting.cdslindia.com/Evoting/EvotingLogin (ii) Provide demat account number and PAN. (iii) The system will authenticate the user by sending an OTP on registered mobile number and e-mail id as recorded in the demat account. (iv) After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also to directly access the system of all ESPs. |
|
|---|---|
| Individual Shareholders holding shares in demat mode with NSDL |
A. 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.comeither 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 e-Voting period. B. 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. C. 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 held with NSDL), Password/OTP, and a verification code as shown on the screen. 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 website of e-Voting service provider for casting your vote during the remote e-Voting period. |
| Individual Shareholders (holding shares in demat mode) login through theirDepository Participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to the website of e-Voting service provider for casting your vote during the remote e-Voting period. |
Important note: Shareholders who are unable to retrieve User ID/ Password are advised to use “Forget User ID” and “Forget Password” option available at abovementioned websites.
9
Dedicated helpdesk for individual shareholders holding shares in demat mode for any technical issues related to login through Depository(ies) i.e. CDSL and NSDL:
| Logintype | Helpdesk details |
|---|---|
| Individual Shareholders holding shares in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at 022- 62343611/24/26 or on toll free no. 1800 21 09 911. |
| Individual Shareholders holding shares in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call on 022-48867000/022- 69489498/9309/9496 |
Information and instructions for e-Voting by (i) shareholders other than individuals holding shares of the company in demat mode and (ii) all shareholders holding shares of the company in physical mode.
-
The shareholders should log on to the e-Voting website www.evotingindia.com.
-
Click on “Shareholders” module.
-
Now enter your User ID
-
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.
-
Next enter the Image Verification as displayed and Click on Login.
-
If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e- Voting of any company, then your existing password is to be used.
-
If you are a first time user follow the steps given below:
| For physical shareholders and other than individual shareholders holding shares indemat form |
|
|---|---|
| PAN | Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders, if any) 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 OR Date 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. |
-
After entering these details appropriately, click on “SUBMIT” tab.
-
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.
-
For shareholders holding shares in physical form the details can be used only for e-Voting on the resolutions contained in this Notice.
-
Click on the EVSN for “AGI Greenpac Limited” to vote.
-
On the voting page, you will see “RESOLUTIONS 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 Resolutions and option NO implies that you dissent to the Resolutions.
-
Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolutions details.
-
After selecting the resolutions, 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.
-
Once you “CONFIRM” your vote on the resolutions, you will not be allowed to modify your vote.
-
You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.
-
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 and enter the details as prompted by the system.
10
Process for those shareholders whose email addresses and mobile numbers are not registered with the company/depositories for obtaining login credentials for e-Voting for the resolutions proposed in this notice:
-
For physical shareholders - Please visit http://mdpl.in/form/ and follow the process for updation of e-mail address and mobile no. as guided therein. Post successful registration of the email address, the member would get soft copy of the Notice and the procedure for remote e-Voting along with the User ID and the password to enable e-Voting. In case of any query, the member may write to RTA of the Company at [email protected].
-
For demat shareholders - Shareholders shall update their e-mail addresses and mobile numbers in respect of electronic holdings with their concerned depository participants by following due procedure as advised by them.
Note for Non-Individual Members and Custodians
-
Non-Individual members (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.
-
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]/
-
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.
-
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 votes.
-
A scanned copy of the Board Resolutions 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.
-
Non-Individual Members are required to send the relevant Board Resolutions/Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address [email protected] and to the Company at the email address [email protected], if they have voted from individual tab and not uploaded same in the CDSL e- Voting system for the Scrutinizer to verify the same.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th 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 022–62343611/24/26.
11
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1
The Company has been exploring opportunities for its growth and continues to evaluate various avenues for organic and inorganic expansion. Towards this, the Company shall require capital for achieving such growth and expansion including long term working capital requirements and general corporate purposes and / or any other purposes. The generation of internal funds may not always be adequate to meet all the requirements of the Company’s growth plans. Accordingly, the Board, at its meeting held on September 30, 2025 has approved, raising of funds, in one or more tranches, by issuance of equity shares or by way of issue of any instrument or security, including fully/partly/optionally convertible warrants, securities convertible into Equity Shares, Global Depository Receipts (the “GDRs” ), American Depository Receipts (the “ADRs” ) or Foreign Currency Convertible Bonds (the “FCCBs” ) and/ or any other eligible Securities which may or may not be listed (instruments mentioned above collectively with the Equity Shares to be hereinafter referred to as the “Securities”) or any combination of Securities for an aggregate amount upto Rs. 1,500 Crore by way of Private Placement including Preferential Issue, Qualified Institutions Placement ( “QIP” ), or through a further public offer or through any other permissible mode and/ or combination thereof as may be considered appropriate under the applicable laws.
The proceeds from the proposed issue of Securities shall be utilized for the purposes of the company or its subsidiaries, including, but not limited to, capital expenditure for undertaking greenfield projects and/or expansion of existing plants and existing businesses, working capital requirements, repayment or prepayment of loans, refinancing of borrowings, acquisitions, funding organic and/or inorganic growth opportunities, general corporate purposes, and such other uses as may be decided by the board or a committee thereof, as permissible under applicable laws.
Accordingly, in order to fulfill the aforesaid objects of the Company, it is hereby proposed to have an enabling approval for raising of funds by way of issuance of equity shares of face value Rs. 2 each (“ Equity Shares ”), and / or other securities convertible into Equity Shares (including warrants, or otherwise), (collectively referred to as “ Securities ”) or any combination thereof, in one or more tranches, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the Lead Managers and/or other advisor(s) or otherwise, for an aggregate amount upto Rs. 1,500 crore (Rupees One Thousand Five Hundred Crore Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable law by way of one or more qualified institutions placement (“ QIP ”) in accordance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (“ SEBI ICDR Regulations” ). The issue of Securities may be at such price, whether at prevailing market price(s) or at a premium or discount to market price as may be permitted under applicable law and to such classes of investors as the Board (including any duly authorized committee thereof) may in its absolute discretion decide, having due regard to the prevailing market conditions and any other relevant factors and wherever necessary, in consultation with Lead Managers and other agencies that may be appointed by the Company, subject to the SEBI ICDR Regulations, Companies Act, 2013 and other applicable guidelines, notifications, rules and regulations.
The Board (including any duly authorized committee thereof) may at their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the members of the Company. The proposed issue of capital is subject to, inter alia, the applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications, as amended from time to time, issued by the Securities and Exchange Board of India, the BSE and National Stock Exchange (“ Stock Exchanges ”), Reserve Bank of India, Ministry of Corporate Affairs, Government of India, Registrar of Companies , West Bengal at Kolkata, to the extent applicable, and any other approvals, permits, consents and sanctions of any regulatory/ statutory authorities and guidelines and clarifications issued thereon from time to time.
The Issue is made through a qualified institutions placement shall be undertaken in terms of the SEBI ICDR Regulations as follows:
-
the allotment of Securities shall only be made to qualified institutional buyers (“ QIB s”) as defined under SEBI ICDR Regulations;
-
the allotment of the Securities shall be completed within 365 days from the date of passing of the special resolution in accordance with the SEBI ICDR Regulations and applicable laws;
-
a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;
12
-
the “relevant date” for the purposes of pricing of the Securities to be issued and allotted in the proposed QIP shall be the date of the meeting in which the Board or a duly authorised committee decides to open the proposed QIP of equity shares as eligible securities; and in case eligible securities are eligible convertible securities, then either the date of the meeting in which the Board or a duly authorized committee of the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for the equity shares as provided under the SEBI ICDR Regulations;
-
the Equity Shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution;
-
An issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender.
-
no single allottee shall be allotted more than 50% of the QIP size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified that qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee;
-
the Securities to be offered and allotted shall be in dematerialized form and shall be allotted on fully paid up basis;
-
issue of Equity Shares to be made by way of a QIP in terms of Chapter VI of the SEBI ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (the “ QIP Floor Price ”), with the authority to the Board or the Capital Raising Committee to offer a discount of not more than 5% as permitted under SEBI ICDR Regulations on the QIP Floor Price;
-
the Securities allotted shall not be eligible for sale by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time; and
-
The Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolution passed at this meeting.
Further, Section 62(1)(c) of the Companies Act, 2013 provides that when it is proposed to increase the issued capital of a company by allotment of further equity shares, such further equity shares shall be offered to the existing members of such company and to any persons other than the existing members of the company by way of a special resolution. Since the special resolution proposed in the business of the notice may result in the issuance of Equity Shares of the Company to the existing members of the Company and to persons other than existing members of the Company, approval of the members of the Company is being sought pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder; Chapter VI of the SEBI ICDR Regulations and in terms of the provisions of the SEBI Listing Regulations, each as amended.
In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after receipt of prior approval of its members by way of a Special Resolution. Consent of the members would therefore be necessary pursuant to the aforementioned provisions of the Companies Act, 2013 read with applicable provisions of the SEBI ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended for issuance of Securities. The Equity Shares allotted pursuant to the issue shall rank in all respects paripassu with the existing Equity Shares of the Company.
The Equity Shares to be allotted would be listed on the Stock Exchanges. The offer/issue/allotment would be subject to the availability of the regulatory approvals, if any. As and when the Board or Corporate affairs committee or its duly constituted committee does take a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The Board, accordingly, recommends passing of the resolution as set out at item no. 1 of this Notice for the approval of the members as special resolution.
In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.
13
Item No. 2
The Board of Directors of your Company has decided to diversify its business by entering into the rapidly growing aluminum cans segment, a new product category that perfectly complements the company's existing packaging solutions.
Accordingly, the Company proposes to alter its Memorandum of Association of the Company by way of inserting a new clause 7F, as below stated, for allowing the Company to carry on the business of manufacturing and otherwise deal in all types of metal packaging materials, including but not limited to aluminum cans, in accordance with the provisions of the Companies Act, 2013:
“To carry on the business of manufacturing, processing, buying, selling, trading, importing, exporting, and otherwise deal in all types of packaging products, including but not limited to aluminum cans, containers, components, ends, lids, metal boxes, drums, plates, plastic, paper, tetra pack, wood, any kind of metal packaging and any other kind of packaging using any material / product; and to carry on all related and ancillary businesses including but not limited to research and development to develop new packaging products and manufacture of tooling, machinery, and equipment, acting as contractors for repairs, maintenance, and installation, and serving as vendors and dealers of all materials and goods required for the aforementioned packaging business, any other business associated with the foregoing or other interests of the company.”
A copy of the MOA of the Company together with the proposed alterations is available for inspection through electronic mode and shall remain open and be accessible to any members from the date of dispatch of this Postal Ballot Notice upto the last day of voting and shall also be available on the Company’s website
Pursuant to Section 13 and other applicable provisions, if any, of the Act, approval of the shareholders of the Company is required to alter the Main Object Clause of Memorandum of Association of the Company as a special resolution.
The Board of Directors at its meeting held on September 30, 2025, has approved alteration of the above Object Clause of its MOA as detailed in Resolution no. 2, subject to the approval of the shareholders, Registrar of Companies and such other authorities as may be applicable from time to time.
None of the Directors, Key Managerial Personnel of the Company and/or their relatives are in anyway concerned or interested, financially or otherwise, in the said Resolution No. 2 except to the extent of the shares if any held by them in the Company.
The Board recommends to the Shareholders the Resolution set out in Item No. 2 of this Notice as a Special Resolution.
By the order of Board of Directors For AGI Greenpac Limited
Date: September 30, 2025 Place: Gurugram
Ompal Company Secretary & Compliance Officer Membership No: ACS 30926
14