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AKI India Limited Proxy Solicitation & Information Statement 2023

Nov 11, 2023

61890_rns_2023-11-11_e82a61b2-bf8d-4d3f-86f9-f83a5395e8e4.pdf

Proxy Solicitation & Information Statement

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AKI INDIA LIMITED

( CIN: L19201UP1994PLC016467)

Reg. Off.: D-115, Defence Colony Jajmau, Shiwans Tanney, Kanpur Nagar, Jajmau, Uttar Pradesh - 208010 Email Id .: [email protected], Website: www.groupaki.com Contact No.: +91 512 2463150 / +91 512 2460866

Date: 11[th] November, 2023

To, BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001

To, National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

Dear Sir/ Madam,

Sub: Notice of Extra Ordinary General Meeting Ref: Security Id: AKI/ Code: 542020/ Series: BE

We hereby inform you that the Board of Directors of the Company had decided to call Extra Ordinary General Meeting of the Company on Monday, 4[th] December, 2023 at 3:00 P.M through VC/ OAVM.

Notice of Extra Ordinary General Meeting of the Company is enclosed.

The Company is providing remote E-voting facility to all the shareholders of the Company. The Company has set 27[th] November, 2023 as the “Cut-off Date” for taking record of the shareholders of the Company who will be eligible for casting their vote on the resolution to be passed in the Extra Ordinary General Meeting for remote E-voting. The remote E-voting period begins on 1[st] December, 2023 at 9:00 A.M. and ends on 3[rd] December, 2023 at 5:00 P.M.

Kindly take the same on your record and oblige us.

Thanking You.

For, Aki India Limited

MOHA Digitally signed by MOHAMMAD MMAD AJWAD Date: 2023.11.11 AJWAD 12:03:51 +05'30' Mohammad Ajwad Whole-time Director DIN: 07902475

NOTICE OF THE EXTRA ORDINARY GENERAL MEETING OF THE COMPANY

NOTICE is hereby given that the Extra Ordinary General Meeting of the Shareholders of AKI INDIA LIMITED will be held on Monday, 4[th] December, 2023 at 3:00 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) to transact the following Special Businesses:

1. Increase in Authorised Share Capital and Alteration of the Capital clause in Memorandum of Association of the Company.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution :

"RESOLVED THAT, pursuant to the provisions of Section 13, 61 read with Section 64, Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each ranking pari passu in all respect with the Existing Equity Shares of the Company.”

“RESOLVED FURTHER THAT, the Memorandum of Association of the Company be altered in the following manner i.e. existing Clause V of the Memorandum of Association be deleted and the same be substituted with the following new clause as Clause V:

V. The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each.”

“RESOLVED FURTHER THAT , for the purpose of giving effect to this resolution, the Board of the Directors of the Company (hereinafter referred to as “Board” which term shall include a Committee thereof authorised for the purpose) be and is hereby authorised to take all such necessary steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the shareholders or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

2. Offer, issue and allot Equity shares on Preferential Basis for consideration in cash:

To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution :

“RESOLVED THAT, pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended from time to time, the listing agreements entered into by the Company with BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) (the “Stock Exchanges”) on which the Equity Shares of the Company having face value of Rs. 2/- (Rupees Two Only) each (“Equity Shares”) are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”) and/ or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of

Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), the consent and approval of the Members of the Company (“Members”) be and is hereby accorded to the Board to create, issue, offer and allot at an appropriate time, in one or more tranches, up to 2,00,00,000 (Two Crores) fully paid up Equity shares of the Company having a face value of Rs. 2/- (Rupees Two Only) each at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per Equity share (including a premium of Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only) per share (‘Preferential Allotment Price’), as per valuation report received from Registered Valuer, aggregating to not exceeding Rs. 40,00,00,000/- (Rupees Forty Crores Only) (amounts round off nearby zero), which is not less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations (hereinafter referred to as the “Floor Price”), to the Proposed Allottees, who belong to the Non-Promoter category, for consideration in cash, on a preferential issue basis (“Preferential Allotment”) on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws:

Sr. No. Name of the Proposed Allottees No. of Equity shares proposed to
be issued
1. Aanchal Jain 50000
2. Aashi NeeravBansal 100000
3. Aashita Jain 100000
4. Abhishek Parwal 100000
5. Adheesh Kabra 100000
6. AegisInvestmentFundPCC 1000000
7. Amish K Mehta 20000
8. Amita Poddar 200000
9. Anila Jain 100000
10. Anju Garg 34000
11. AnkitBansal HUF 100000
12. Ankit Sharma 50000
13. Ankur Bhupendra Shah 53500
14. Archana Chawla 200000
15. Archana Kabra 100000
16. Arihant Jain 100000
17. ArpitDokania 600000
18. Arun Kumar Dhamija 100000
19. Arun KumarJain 100000
20. AshuKumar Aggarwal 200000
21. AvrumsIndiaPrivateLimited (UmeshGarg) 100000
22. Bala Ravi Teja Sepuri 20000
23. Behram Noorali Sodawala 42000
24. BharatBhusanSahny 50000
25. Bhawna Gupta 50000
26. Bijender KumarJain 50000
27. BipinChandraDhirajLal Dhamani 25000
28. Bipin DhirajLal Dhamani HUF 25000
29. BNP Paribas Arbitrage ODI 1000
30. Cheenu Bhatia 50000
31. Deepak Lodha 50000
32. DevendraAggarwal 96000
33. Dhiraj Jain 100000
34. DhruvAgarwal 50000
35. Dhruvil NimeshJoshi 500000
36. DileepKumar Mani Tripathi 20000
37. DilipKumar LalwaniSonsHUF 100000
38. Divya Aggarwal 200000
39. DrishtiJain 100000
40. EPSFinestPvt. Ltd.(Madhu SudanGoyal) 150000
41. GeetamShree 100000
42. GuruNarain Rajgarhia 71000
43. Harjit GargHUF 360000
44. Harsh Bansal 100000
45. Harshika Jain 50000
46. HemChand Jain 100000
47. Hiten Bansal 100000
48. IshuAgarwal 200000
49. JayBipin Bhai Damani 25000
50. JethwaMohmedsoebMusabhai 72000
51. Kanika Gupta 50000
52. Kapil Garg 200000
53. KaravajjanavarChannabasappa Shambulinga 20000
54. KartikGupta 1000
55. KarunSingla 20000
56. Khusboo Gupta 100000
57. KuldeepKaur Bhangoo 20000
58. Lalit Shah 20000
59. Lokesh Jain 100000
60. Madan Lal Bothra 100000
61. Madhu Garg 100000
62. Madhu Sudan Khurana 100000
63. MaheshGoel 100000
64. Mamta Jain 150000
65. Manish Bansal 100000
66. Manish Pravinchandra Kiri 500000
67. Manisha Gupta 53500
68. Manju Garg 150000
69. Manoj Gupta 250000
70. MayankJain 100000
71. MayankSandooja 50000
72. MiliGupta 1000
73. Minakshi 100000
74. Mithlesh Jain 100000
75. Mohit VinodKumar Agarwal 500000
76. Mrs.ShilpyAggarwal 250000
77. Mukesh KumarGargHUF 50000
78. MuskanJain 100000
79. Muskan Kankaria 300000
80. Mustafa Zoeb Kachawala 42000
81. Nabil Nisarali Sayyad 42000
82. Naresh Kumar Aggarwal 100000
83. NAV CapitalVCC 2000000
84. Naval KishoreRajgarhia 400000
85. Neha Gupta 150000
86. Nikhil Tyagi 200000
87. Nikunj Sultania 100000
88. OMAS Securites Pvt. Ltd. (Sunil Jain) 100000
89. Padam Singh Baid Mehta 100000
90. Pankaj Gaur 20000
91. Parul Bipin Bhai Damani 25000
92. ParulJain 100000
93. ParvAggarwal 50000
94. Parveen Bansal 1000
95. PKACapital PrivateLimited (PranavAggarwal) 100000
96. PonnusamyArun Karthik 20000
97. Pooja Goyal 50000
98. PradeepPrabhakar Rao 20000
99. PranavAggarwal 1000
100. Pranay Singhal 50000
101. Prasad Vishwanath Magdum 20000
102. PrateekChaudhary 50000
103. Praveen Bansal HUF 100000
104. Pravin BaburaoPatne 20000
105. PremGoel 100000
106. PrenitaDutt 200000
107. Pritpal Singh 20000
108. Punam Choudhary 100000
109. Puneet Goel 150000
110. Rahul Bansal 100000
111. RajeshGarg 200000
112. Rajesh Kumar 50000
113. RajneeshJain 100000
114. Ravindra Sabnis 20000
115. Rekha Garg 33000
116. Richa GauravRaj Singh Rathore 1000000
117. RishabhGarg 100000
118. Rudhraksh Agarwal 110000
119. Sachin L PandhyaHUF 85000
120. Sahny SecuritiesPvtLtd.(VikramSahny) 50000
121. SarajAgarwal 100000
122. Saurav Raidani 300000
123. Sharpline Networks Pvt. Ltd. ( Jyoti Dixit) 300000
124. ShashiJain 50000
125. ShilpaKabra 100000
126. ShwetaAgarwal 100000
127. Shweta Jha 75000
128. Sudha Garg 33000
129. Sumit More 20000
130. Sunil Malhotra 1000
131. Suresh Hindumal Luniya 100000
132. Surinder PalGarg 1000
133. SurjeetKumarGargHUF 1000
134. Taran Aggarwal 50000
135. UtsavKumar MandholiaHUF 400000
136. Va Trading Ventures LLP (Sapna Aggarwal) 1051000
137. Vaibhav Gaur 200000
138. VaniGambhir 100000
139. Vikas Jain 20000
140. VinayKumar Pareek 50000
141. VineetArora 300000
142. Vineet Jain 100000
143. VirendraRamphal Dhankar 40000
144. Vishal Garg 1000
145. Vishal Jain 100000
146. Vishal Kapur 36000
147. ZuliaZafar 42000
**Total ** 20000000

“RESOLVED FURTHER THAT, in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determining the price for the Preferential Issue of the Equity Shares is Friday, 3[rd] November, 2023 i.e. the date 30 days prior to the date of the Extra-Ordinary General Meeting (“Relevant Date”) on which this special resolution is proposed to be passed.”

“RESOLVED FURTHER THAT, without prejudice to the generality of the above resolution, the issue of the Equity Shares under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

  • a. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals as the case maybe;

  • b. The Equity Shares allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations;

However, in addition to the lock-in period prescribed under ICDR Regulations, the said Equity Shares shall along with any further issuance of shares such as Bonus Shares, which may arise in future, shall be locked in for a further period as may be mutually agreed upon by the Company and the Proposed Allottee.

  • c. The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company;

  • d. The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions;

  • e. The Equity Shares so offered and issued to the Proposed Allottees, are being issued for consideration in cash;

  • f. The Equity Shares so offered, issued and allotted shall not exceed the number of Equity Shares as approved herein above.

Without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to form part hereof.”

“RESOLVED FURTHER THAT, the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.”

“RESOLVED FURTHER THAT, any rights or Bonus shares or any entitlements which may arise pursuant to the said allotted shares shall have same effect including lock in period, as that of the Equity Shares issued pursuant to the said preferential issue.”

“RESOLVED FURTHER THAT, subject to the receipt of such approvals as may be required under applicable law consent of the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottees in accordance with the provisions of the Act, after passing of this resolution with a stipulation that the allotment would be made only upon receipt of In-principle approvals from the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited within the timelines prescribed under the applicable laws.”

“RESOLVED FURTHER THAT, the Company hereby takes note of the certificate from the Practicing Company Secretary certifying that the above issue of the Equity Shares is being made in accordance with the ICDR Regulations.”

“RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, any Member of the Board or any committee thereof or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of requisite documents with the Registrar of Companies, Depositories and/ or such other authorities as may be necessary and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.”

“RESOLVED FURTHER THAT, any Member of the Board and/ or Company Secretary of the Company be and are hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any Committee of the Board or any one or more Director(s) or any Officer(s) of the Company including making necessary filings with the Stock Exchanges and Regulatory Authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint Consultants, Professional Advisors and Legal Advisors to give effect to the aforesaid resolution.”

“RESOLVED FURTHER THAT, all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolution be and are hereby approved, ratified and confirmed in all respects.”

3. Issue of Warrants, convertible into Equity shares to person(s) and/or entity(ies) belonging to ‘Promoter & Promoter group’ category and ‘Non-promoter’ category on a preferential basis.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution :

“RESOLVED THAT, pursuant to the provisions of Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment (s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, (“ICDR Regulations” or “SEBI ICDR Regulations”); and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended from time to time, the listing agreements entered into by the Company with BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) (the “Stock Exchanges”) on which the Equity Shares of the Company having face value of Rs. 2/- (Rupees Two Only) each (“Equity Shares”) are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”) and/ or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be

constituted by the Board to exercise its powers including the powers conferred by this Resolution), the consent and approval of the Members of the Company (“Members”) be and is hereby accorded to the Board to create, issue, offer and allot at an appropriate time, in one or more tranches, up to 2,00,00,000 (Two Crores Only) Convertible Warrants (“Warrants”) of Rs. 2/- each fully paid up in cash, entitling the Proposed Allottees/ Warrant Holders to exercise option to convert and get allotted one Equity Share of face value of Rs. 2/- (Rupees Two Only) each fully paid-up against each warrant, within 18 (Eighteen) months from the date of allotment of warrants, in such manner and on such terms and conditions as set out in the Explanatory Statement annexed to the notice at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) (including premium of Rs. 16.71/- each {Rupees Sixteen and Seventy-One Paisa Only}) (hereinafter referred to as the “Warrant Issue Price”), as per valuation report received from Registered Valuer, aggregating to not exceeding Rs. 40,00,00,000/- (Rupees Forty Crores Only) (amounts round off nearby zero), which is not less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations (hereinafter referred to as the “Floor Price”), to the Proposed Allottees, who belong to the ‘Promoter & Promoter group’ category and ‘Non-Promoter’ category, for consideration in cash, on a preferential issue basis (“Preferential Allotment”) on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws:

Sr. No. Name of the Proposed
Allottees		 Category No. of Convertible Warrants
proposed to be issued
1. MohammadAjwad PromoterGroup 3000000
2. Samina Asad Iraqi Promoter Group 500000
3. Muhammad Asim Non-Promoter 9000000
4. MohammadTahir Non-Promoter 800000
5. TubaFatima Non-Promoter 150000
6. MohammadAsjad Non-Promoter 1093000
7. PrabodhSharma Non-Promoter 4207000
8. Geeta Sharma Non-Promoter 200000
9. AdvitiyaPrabodh Non-Promoter 150000
10. Renu Tiwari Non-Promoter 100000
11. Sanjay Tiwari Non-Promoter 100000
12. SubodhSharma Non-Promoter 100000
13. Madhu Sharma Non-Promoter 100000
14. AviralSharma Non-Promoter 100000
15. AhmadAli Khan Non-Promoter 100000
16. NikhatKhan Non-Promoter 100000
17. Zeba Farooque Non-Promoter 100000
18. Sarika Agarwal Non-Promoter 100000
**Total ** 20000000

“RESOLVED FURTHER THAT, in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determining the price for the Preferential Issue of Convertible Warrants is Friday, 3[rd] November, 2023 i.e. the date 30 days prior to the date of the Extra-Ordinary General Meeting (“Relevant Date”) on which this special resolution is proposed to be passed.”

“RESOLVED FURTHER THAT, without prejudice to the generality of the above resolution, the issue of Warrants to the Proposed Allottees and the Equity Shares resulting from the exercise of the entitlement of the said warrants, shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

  • a) Amount payable on Allotment of Warrants shall be 25% of the issue price per warrant and the balance amount i.e. 75% of issue price per warrant, shall be paid before the exercise of option to convert the Warrants into Equity Shares;

  • b) The said Warrant(s) shall be issued and allotted to the Proposed Allottees within a period of 15 days from the date of passing of this resolution, in dematerialized form provided that in case the allotment of the said Warrants is pending on account of pendency of any approval or permission by any regulatory authority or the Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last such approval or permissions;

  • c) The Equity Shares allotted on conversion of the Warrants shall rank pari-passu in all respects (including voting powers and the right to receive dividend), with the existing equity shares of the Company from the date of allotment thereof and shall be subject to the provisions of the Memorandum and Articles of Association of the Company;

  • d) The tenure of warrants shall not exceed 18 (Eighteen) months from the date of allotment of the warrants;

  • e) The proposed allottees of warrants shall be entitled to exercise option to convert warrants, in one or more tranches for allotment of one Equity Share of face value of Rs. 2/- (Rupees Two Only) for every warrant, within a period of 18 (Eighteen) months from the date of allotment of such warrants and upon exercise of the option by proposed allottees, the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required including to credit the same to the designated securities demat account of the Proposed Allottees;

  • f) In case, the Warrant holder does not apply for the conversion of the outstanding Warrants into Equity Shares of the Company within 18 (Eighteen) months from the date of allotment of the said Warrants, then the amount paid on each of the said outstanding Warrants shall be forfeited and all the rights attached to the said Warrants shall lapse automatically;

  • g) The said warrants by itself, until exercise of conversion option into Equity Shares allotted, does not give any rights to the warrant holder with respect to that of the Shareholders of the Company;

  • h) The Warrants shall be exercised in a manner that is in compliance with the minimum public shareholding norms prescribed for the Company under the SEBI (LODR) Regulations and the Securities Contracts (Regulation) Rules, 1957;

  • i) The issue of the Warrants as well as Equity Shares arising from the exercise of the Warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be including any modifications thereof from time to time;

  • j) Upon exercise of the option by the allottee to convert the Warrants into Equity shares within a period of 18 (Eighteen) months, the Equity shares, pursuant to exercise of warrants, shall be allotted within a period of 15 days from the date of such exercise by the allottee in compliance with provisions of Regulation 162(2) of SEBI (ICDR) Regulations;

  • k) The Warrants and the Equity Shares allotted pursuant to exercise of such Warrants shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations and allotted equity shares shall be listed on the stock exchanges where the equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals. Further, the aforesaid warrants shall not be sold, transferred, hypothecated or encumbered in any manner by the Proposed Allottees during the period of lock-in, except to the extent and in the manner permitted under Chapter V of SEBI ICDR Regulations;

However, in addition to the lock-in period prescribed under ICDR Regulations, the said Equity Shares shall along with any further issuance of shares such as Bonus Shares, which may arise in future, shall be locked in for a further period as may be mutually agreed upon by the Company and the Proposed Allottee.

  • l) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the SEBI (LODR) Regulations and all other applicable laws, rules and regulations.

Without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to form part hereof.”

“RESOLVED FURTHER THAT, the Board be and is hereby authorized to issue and allot such Equity Shares as may be required to be issued and allotted upon conversion of the said Warrants and that Equity Shares shall be subject to the provisions of the Articles of Association of the Company and shall rank paripassu in all respects, including entitlement for dividend, with the existing Equity Shares of the Company.

“RESOLVED FURTHER THAT, the Board be and is hereby authorized to decide and approve other terms and conditions of the issue of the Warrants and/ or Equity Shares and shall also be entitled to vary, modify or alter any of the terms and conditions, as it may deem fit, subject however to the compliance with the applicable guidelines, notifications, rules and regulations.”

“RESOLVED FURTHER THAT, subject to the receipt of such approvals as may be required under applicable law, consent of the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottees in accordance with the provisions of the Act, after passing of this resolution with a stipulation that the allotment would be made only upon receipt of In-principle approvals from the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited within the timelines prescribed under the applicable laws.”

“RESOLVED FURTHER THAT, the Company hereby takes note of the certificate from the Practicing Company Secretary certifying that the above issue of the Convertible warrants is being made in accordance with the ICDR Regulations.”

“RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, any Member of the Board or any committee thereof or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of requisite documents with the Registrar of Companies, Depositories and/ or such other authorities as may be necessary and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.”

“RESOLVED FURTHER THAT, any Member of the Board and/ or Company Secretary of the Company be and are hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any Committee of the Board or any one or more Director(s) or any Officer(s) of the Company including making necessary filings with the Stock Exchanges and Regulatory Authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint Consultants, Professional Advisors and Legal Advisors to give effect to the aforesaid resolution.”

“RESOLVED FURTHER THAT, all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolution be and are hereby approved, ratified and confirmed in all respects.”

Registered Office: D-115, Defence Colony Jajmau, Shiwans Tanney, Kanpur Nagar, Jajmau, Kanpur, Uttar Pradesh – 208 010.

Date: 8[th] November, 2023 Place: Kanpur

By order of the Board For, AKI India Limited

Sd/Mohammad Ajwad Whole-time Director DIN: 07902475

NOTES:

  1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘Act’) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

  2. The Extra Ordinary General Meeting (EGM) will be held on Monday, 4[th] December, 2023 at 3:00 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM), in compliance with the applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs’ (MCA) General Circular no. 14/2020 dated 8[th] April, 2020, MCA General Circular no. 17/2020 dated 13[th] April, 2020, MCA General Circular No. 20/2020 dated 5[th] May, 2020, MCA General Circular No. 22/2020 dated 15[th] June, 2020, MCA General Circular No. 02/2021 dated 13[th] January, 2021 and Circular No. 02/2022 dated 5[th] May, 2022 and SEBI Circulars dated 12[th] May, 2021 and 15[th] January, 2021, Circular No. 02/2022 dated 5[th] May, 2022 and 10/2022 dated 28[th] December, 2022 and in compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The deemed venue for this EGM shall be the Registered Office of the Company.

  3. All documents referred to in the accompanying Notice shall be open for inspection by the Members by writing an e-mail to the Company at [email protected].

  4. The Company is sending this Notice to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories and the Company’s Registrars and Transfer Agent (‘RTA’) as on Friday, 3[rd] November, 2023 (‘Cut-Off Date’). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e., Monday, 27[th] November, 2023.

  5. Members whose e-mail addresses are registered with the Company/ RTA/ Depositories will receive the notice of Extra Ordinary General Meeting in electronic form.

  6. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

  7. Since this EGM is being held through VC/OAVM pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. Members have to attend and participate in the ensuing EGM though VC/OAVM. However, the Body Corporates are entitled to appoint Authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

  8. Members of the Company under the category of ‘Institutional Investors’ are encouraged to attend and vote at the EGM through VC/OAVM. Body Corporates whose Authorised Representatives are intending to attend the Meeting through VC/OAVM are requested to Email at [email protected] and/ or at [email protected], a certified copy of the Board Resolution/ authorization letter authorizing their representative to attend and vote on their behalf at EGM through E-voting.

  9. The Members can join the Extra Ordinary General Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Extra Ordinary General Meeting through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Extra Ordinary General Meeting without restriction on account of first come first served basis.

  10. The attendance of the Members attending the Extra Ordinary General Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  11. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote E-voting to its Members in respect of the business to be transacted at the Extra Ordinary General Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote E- voting system as well as venue voting on the date of the Extra Ordinary General Meeting will be provided by NSDL.

  12. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the Extra Ordinary General Meeting has been uploaded on the website of the Company at https://www.groupaki.com/. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote E-voting facility) i.e. www.evoting.nsdl.com.

  13. Extra Ordinary General Meeting has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020,MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

  14. The Board of Directors has appointed Mr. Gaurav Bachani (Membership No. 61110 ACS, CP No. 22830), Ahmedabad, Practising Company Secretary, as the Scrutinizer to scrutinize the remote voting and e-voting process in fair and transparent manner.

  15. The Scrutinizer will submit his consolidated report to the Chairperson, or any other person authorised by him, after completion of scrutiny of the votes cast, and the result of the voting will be announced by the Chairperson or any other person authorized by him. The Scrutinizer’s decision on the validity of votes cast will be final.

  16. The Results declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed viz. BSE and NSE and be made available on their website viz. www.bseindia.com and www.nseindia.com respectively.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Friday, 1[st] December, 2023, at 9:00 A.M. and ends on Sunday, 3[rd] December, 2023 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Monday, 27[th] November, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, 27[th] November, 2023.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders
holding
securities
in
demat mode with NSDL		 1. If you are already registered forNSDL 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 options available against company name ore-Voting
service provider – NSDLand you will be re-directed to NSDL
e-Voting website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the
meeting.
2. If the user is not registered for IDeAS e-Services, option to
register is available athttps://eservices.nsdl.com. Select
“Register
Online
for
IDeAS”
Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. 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 options available against company name ore-Voting
service provider - NSDLand you will be redirected to e-
Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
duringthe meeting.
Individual Shareholders
holding
securities
in
demat mode with CDSL		 1. Existing users who have opted for Easi / Easiest, they can login
through their 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
www.cdslindia.comand click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able
to see the E Voting Menu. The Menu will have links ofe-Voting
service provider i.e. NSDL.Click onNSDLto cast your vote.
3. If the user is not registered for Easi/Easiest, option to register
is
available
at
https://web.cdslindia.com/myeasi/Registration/EasiRegistrat
ion
4. Alternatively, the user can directly access e-Voting page by
providing demat Account Number and PAN No. from a link in
www.cdslindia.comhome page. The system will authenticate
the user bysendingOTP on registered Mobile & Email as
recorded
in
the
demat
Account.
After
successful
authentication, user will be provided links for the respective
ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders
(holding securities in
demat
mode)
login
through their depository
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. Once 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 options available against company name ore-
Voting service provider-NSDLand you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL		 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
Individual
Shareholders
holding
securities in demat mode with CDSL		 Members facing any technical issue in login can contact
CDSL
helpdesk
by
sending
a
request
at
[email protected]
contact
at
022-
23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300*** and
Client ID is 12** then your user ID is
IN30012***.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
5.
6.
7.
8.
9.		 12** then your user ID is
12**
c) For Members holding shares in
Physical Form.		 EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001 and
EVEN
is
101456
then
user
ID
is
101456001

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

  • How to cast your vote electronically and join General Meeting on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle and General Meeting is in active status.

  • Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

  • Now you are ready for e-Voting as the Voting page opens.

  • Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  • Upon confirmation, the message “Vote cast successfully” will be displayed.

  • You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  • Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhar (selfattested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self- attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholder holding securities in demat mode, you are -

requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to -

update their mobile number and email ID correctly in their demat account in order to access E voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

  1. The procedure for E-voting on the day of the EGM is same as the instructions mentioned above for remote E-voting.

  2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote E-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system in the EGM.

  3. Members who have voted through Remote E-voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for E- voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e- Voting system. Members may access by following the steps mentioned above for Access to NSDL e- Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/ folio number, email id, mobile number at ([email protected]). The same will be replied by the Company suitably.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 1:

Considering the requirement and future business prospects, it is therefore considered necessary to increase the Authorised Share Capital of the Company from Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs. 25,00,00,000/(Rupees Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each ranking pari passu in all respect with the existing Equity Shares of the Company.

The proposed increase in Authorised Share Capital requires the approval of members in Extra Ordinary General Meeting. Consequently, upon increase in Authorised Share Capital, the Memorandum of Association of the Company will require alteration so as to reflect the increased Authorised Share Capital.

The proposed resolution is in the interest of the Company and your Directors recommend the same for your approval by way of an Ordinary Resolution.

Item No. 2:

In accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ‘SEBI ICDR Regulations’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), as amended from time to time, approval of shareholders of the Company by way of special resolution is required to issue securities i.e. equity shares by way of private placement on a preferential basis to the person(s) and/ or entity(ies) belong to Non-Promoter category.

Thus, the members are hereby informed that in line with the said proposal, the Board pursuant to its resolution dated 19[th] October, 2023 has approved the proposed preferential issue of 2,00,00,000 (Two Crores) fully paid-up Equity shares of the Company having a face value of Rs. 2/- (Rupees Two Only) each at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per Equity Share (including a premium of Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only) per share (‘Preferential Allotment Price’), as per valuation report received from Registered Valuer, aggregating to not exceeding Rs. 40,00,00,000/- (Rupees Forty Crores Only) (amounts round off nearby zero) to the Proposed Allottees for a consideration in cash, which is not less than the floor price prescribed under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) on a preferential basis and consequently, recommends the resolution as set out in Item No. 2 above to be passed by the members by remote e-voting/ voting through electronic means.

Pursuant to the above transaction, there would be no change in the management or control or would not result in transfer of ownership of the Company to the Proposed Allottees.

Necessary information/ details in relation to the Preferential Issue as required under the SEBI ICDR Regulations and the Companies Act, 2013 (“Act”) read with the rules issued there-under, are set forth below:

1. Particulars of the offer including date of passing of Board resolution:

The Board, pursuant to its resolution dated 19[th] October, 2023, has approved the proposed preferential issue of 2,00,00,000 (Two Crores) fully paid up Equity shares of the Company having a face value of Rs. 2/- (Rupees Two Only) each at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per Equity share (including a premium of Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only), for

consideration in cash, which is not less than the floor price prescribed under Chapter V of the SEBI ICDR Regulations, on a preferential basis.

2. The Objects of the issue:

The Company proposes to raise an amount aggregating not exceeding Rs. 40,00,00,000/- (Rupees Forty Crore Only) (amounts round off nearby zero) through the Preferential Issue. The amount proposed to be raised by way of present preferential allotment shall be utilized as under:

Sr. No. Particulars Tentative Amount
(Rs. in Crores)		 Tentative time period
under which the amount
shallbe utilized
1. To
meet
working
capital
requirement ofthe Company		 30.40 Within 1 (One) year
(As andwhen required)
2. General Corporate Purpose 9.60 As and when decided by the
Board of Directors of the
Companyfromtime to time.

3. Kinds of securities offered and the price at which security is being offered and the total number of shares or other securities to be issued:

The Company has agreed to issue up to 2,00,00,000 (Two Crores) fully paid up Equity Shares of the Company having a face value of Rs. 2/- (Rupees Two Only) each at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per Equity share (including a premium of Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only), which is not less than the floor price prescribed under Chapter V of the SEBI ICDR Regulations.

4. Basis on which the price has been arrived at:

The Company is listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) (the “Stock Exchanges”), and the Equity Shares of the Company are frequently traded in accordance with Regulation 164 of the ICDR Regulations. Accordingly, the computation of the price per Equity share has been determined.

  • At least 10% of the total equity shares have been traded on the BSE and NSE in 240 trading days preceding the Valuation Date, therefore, equity shares of the company shall be treated as frequently traded.

  • Stock Exchange means the Stock Exchange where highest trading volume in respect of the equity shares of the issuer has been recorded during the preceding 90 trading days prior to the Valuation Date. NSE is having higher turnover as compared to BSE, therefore, NSE data is considered for all relevant computations.

  • For the purpose of valuation, we have relied on the data of NSE in accordance to the amended Regulations 164 and 166A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended vide Notification No. SEBI/LADNRO/GN/2022/63 dated 14[th] January, 2022.

The Floor Price of Rs. 18.71/- is determined as per the pricing formula prescribed under SEBI ICDR Regulations for the Preferential Issue of Equity Shares and is higher of the following:

  • a. 90 trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the NSE preceding the relevant date i.e. Rs. 18.71/- per equity share;

  • b. 10 trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the NSE preceding the relevant date i.e. Rs. 17.38/- per equity share;

In terms of Regulation 166A of SEBI ICDR Regulations, the proposed offer, issue and allotment of equity shares is more than five per cent of the post issue share capital of the Company, accordingly, the floor price per Equity share of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) has been considered based on the above pricing formula and the valuation report from an Registered Valuer.

5. The price or price band at/within which the allotment is proposed:

The price per Equity share to be issued is fixed at Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) which consists of Rs. 2/- (Rupees Two Only) as face value and Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only) as premium per Equity share. Kindly refer to the abovementioned point no. 4 for the basis of determination of the price.

6. Relevant Date with reference to which the price has been arrived at:

The “Relevant Date” as per Chapter V of the SEBI ICDR Regulations for the determination of the floor price for Equity Shares to be issued is Friday, 3[rd] November, 2023 i.e. being the date 30 days prior to the date of EGM.

Explanation: Where the relevant date falls on a weekend or a holiday, the day preceding the weekend or the holiday will be reckoned to be the relevant date.

Note: In our case, the Relevant Date falls on Saturday, 4[th] November, 2023 (i.e. Weekend). Therefore, the Relevant Date is Friday, 3[rd] November, 2023.

7. The pre issue and post issue shareholding pattern of the Company:

The pre issue shareholding pattern of the Company as on 30[th] September, 2023 and the post-issue shareholding pattern (considering full allotment of shares issued on preferential basis) is mentioned herein below:

Sr.
No.		 Description Pre-Issue shareholding Pre-Issue shareholding *Post issue shareholding *Post issue shareholding
No. of
shares		 % of shares
No. of
shares		 % of shares
(A) Promoter
and
Promoter
Group’s
Shareholding
1 Indian
(a) Individuals/ Hindu Undivided Family 4,59,43,702 68.64 4,59,43,702 52.85
(b) Central
Government/
State
Government(s)
-		 - - -
(c) Bodies Corporate - - -
-
(d) Financial Institutions/ Banks - - - -
(e) Any Others (Specify) - - - -
Sub Total(A)(1) 4,59,43,702 68.64 4,59,43,702
52.85
2 Foreign
A Individuals
(Non
-
Residents
Individuals/ Foreign Individuals)		 - - - -
B Bodies Corporate - - - -
C Institutions - - - -
D Any Others (Specify) - - - -
Sub Total(A)(2) - - - -
Total Shareholding of Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)		 4,59,43,702 68.64 4,59,43,702 52.85
(B) Public shareholding
1 Institutions - - - -
(a) Mutual Funds/ UTI - - - -
(b) Financial Institutions/ Banks - - - -
(c) Central
Government/
State
Government(s)
-		 - - -
(d) Venture Capital Funds - - - -
(e) Insurance Companies - - - -
(f) Foreign Portfolio Investors - - - -
(g) Foreign Institutional Investors - - - -
(h) Foreign Venture Capital Investors - - - -
(i) Any Other - Foreign Body Corporate - - - -
Sub-Total (B)(1) - - - -
B Public Shareholding - - - -
2 Non-institutions
(a) Bodies Corporate 59,15,705 8.84
97,16,705
11.18
(b) Individuals
I Individual shareholders holding nominal
share capital up to Rs. 2 Lakh
59,96,495		 8.96
1,23,13,495
14.16
II Individual shareholders holding nominal
share capital in excess of Rs. 2 Lakh
76,58,761		 11.44
1,52,68,761
17.56
(c) NBFCs registered with RBI - - - -
(d) Any Other (specify) - - - -
- Non Resident Indians 2,51,307 0.38 2,51,307 0.29
- Clearing Member - - - -
- Trust - - - -
- Hindu Undivided Family 10,63,025 1.59
22,84,025
2.63
- LLP 1,01,500 0.15 11,52,500 1.33
Sub-Total (B)(2) 2,09,86,793 31.36
4,09,86,793		 47.15
(B) Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
2,09,86,793		 31.36
4,09,86,793		 47.15
TOTAL (A)+(B) 6,69,30,495 100.00
8,69,30,495		 100.00
(C) Non Promoter - Non Public - - - -
1 Shares held by Custodian for GDRs &
ADRs		 - - - -
2 Employee Benefit Trust (under SEBI
(SBEB) Reg., 2014)		 - - - -
Sub-Total (C): - - - -
GRAND TOTAL (A)+(B)+(C) 6,69,30,495 100.00
8,69,30,495		 100.00

Note:

  1. The post issue shareholding pattern in the above table has been prepared on the basis that the Proposed Allottees would have subscribed to and been allotted all the Equity shares. In the event for any reason, the Proposed Allottees does not or are unable to subscribe to and/ or are not allotted the Equity shares, the shareholding pattern in the above table would undergo corresponding changes.

  2. It is further assumed that shareholding of the Company in all other categories will remain unchanged.

  3. The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of Equity shares of the Company.

8. Name and address of valuer who performed valuation:

Considering that the allotment shall be more than 5% of the post issue fully diluted share capital of the Company, to an allottee or to allottees acting in concert, the floor price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) of the shares to be issued and allotted to the proposed allottees has been determined taking into account the Valuation Report dated 2[nd] November, 2023, issued by Ms. Sejal Ronak Agrawal, Registered Valuer, Ahmedabad, in accordance with Regulation 166A of the ICDR Regulations (“Valuation Report”) . The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website at https://www.groupaki.com/ and websites of stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com respectively.

9. Amount which the Company intends to raise by way of such securities:

Up to Rs. 40,00,00,000/- (Rupees Forty Crores Only) (amounts round off nearby zero).

10. Material terms of raising such securities, proposed time schedule, principal terms of assets charged as securities, issue including terms and rate of dividend on each share, etc.

The Equity shares are being issued on a preferential basis for a consideration in cash at an issue price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per share in accordance with Regulation 164 of SEBI ICDR Regulations to the Proposed Allottees.

The Equity shares being issued shall be pari-passu with the existing Equity shares of the Company.

Principal terms of assets charged as securities is not applicable.

11. The class or classes of persons to whom the allotment is proposed to be made:

The aforementioned allotment, if approved, is proposed to be made to above mentioned allottees, under Non-Promoter Category of the Company.

12. The intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

The Equity Shares shall be offered to the Proposed Allottees only. None of the Promoters, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Equity shares proposed to be issued under the Preferential Allotment.

13. The proposed time within which the allotment shall be completed:

As required under the SEBI ICDR Regulations, the Company shall complete the allotment of the Equity shares on or before the expiry of 15 (Fifteen) days from the date of passing of the special resolution by the Members for issue and allotment of the Equity shares, provided that where the issue and allotment of the shares is pending on account of pendency of any approval or permission for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

14. The names of the Proposed Allottee and the percentage of post preferential offer capital that may be held by them:

The Proposed Allottees are as under:

Sr. No. Name of the Proposed Allottees No. of Equity shares
proposed to be issued		 % of post
preferential
1. AanchalJain 50000 0.06
2. Aashi NeeravBansal 100000 0.12
3. Aashita Jain 100000 0.12
4. Abhishek Parwal 100000 0.12
5. Adheesh Kabra 100000 0.12
6. AegisInvestmentFundPCC 1000000 1.15
7. Amish K Mehta 20000 0.02
8. AmitaPoddar 200000 0.23
9. Anila Jain 100000 0.12
10. Anju Garg 34000 0.04
11. Ankit Bansal HUF 100000 0.12
12. Ankit Sharma 50000 0.06
13. Ankur Bhupendra Shah 53500 0.06
14. Archana Chawla 200000 0.26
15. ArchanaKabra 100000 0.12
16. Arihant Jain 100000 0.12
17. ArpitDokania 600000 0.69
18. Arun Kumar Dhamija 100000 0.12
19. Arun Kumar Jain 100000 0.12
20. Ashu Kumar Aggarwal 200000 0.23
21. AvrumsIndiaPrivateLimited (UmeshGarg) 100000 0.12
22. BalaRavi Teja Sepuri 20000 0.02
23. Behram NooraliSodawala 42000 0.05
24. BharatBhusanSahny 50000 0.07
25. Bhawna Gupta 50000 0.06
26. Bijender Kumar Jain 50000 0.06
27. Bipin Chandra Dhiraj Lal Dhamani 25000 0.03
28. Bipin DhirajLal Dhamani HUF 25000 0.03
29. BNP ParibasArbitrage ODI 1000 0.00
30. CheenuBhatia 50000 0.06
31. Deepak Lodha 50000 0.06
32. DevendraAggarwal 96000 0.11
33. Dhiraj Jain 100000 0.12
34. Dhruv Agarwal 50000 0.06
35. Dhruvil NimeshJoshi 500000 0.58
36. DileepKumar Mani Tripathi 20000 0.02
37. DilipKumar LalwaniSonsHUF 100000 0.12
38. DivyaAggarwal 200000 0.23
39. DrishtiJain 100000 0.12
40. EPS Finest Pvt. Ltd.(Madhu Sudan Goyal) 150000 0.17
41. Geetam Shree 100000 0.12
42. Guru Narain Rajgarhia 71000 0.08
43. Harjit GargHUF 360000 0.41
44. Harsh Bansal 100000 0.12
45. Harshika Jain 50000 0.07
46. HemChand Jain 100000 0.12
47. Hiten Bansal 100000 0.12
48. Ishu Agarwal 200000 0.23
49. JayBipin Bhai Damani 25000 0.03
50. JethwaMohmedsoebMusabhai 72000 0.08
51. Kanika Gupta 50000 0.06
52. KapilGarg 200000 0.23
53. Karavajjanavar
Channabasappa
Shambulinga		 20000 0.02
54. KartikGupta 1000 0.00
55. KarunSingla 20000 0.02
56. Khusboo Gupta 100000 0.12
57. KuldeepKaur Bhangoo 20000 0.02
58. Lalit Shah 20000 0.02
59. Lokesh Jain 100000 0.12
60. Madan Lal Bothra 100000 0.12
61. Madhu Garg 100000 0.12
62. Madhu Sudan Khurana 100000 0.12
63. MaheshGoel 100000 0.12
64. Mamta Jain 150000 0.17
65. Manish Bansal 100000 0.12
66. Manish Pravinchandra Kiri 500000 0.58
67. Manisha Gupta 53500 0.06
68. Manju Garg 150000 0.17
69. Manoj Gupta 250000 0.29
70. MayankJain 100000 0.12
71. MayankSandooja 50000 0.06
72. MiliGupta 1000 0.00
73. Minakshi 100000 0.12
74. Mithlesh Jain 100000 0.12
75. Mohit Vinod Kumar Agarwal 500000 0.58
76. Mrs.ShilpyAggarwal 250000 0.29
77. Mukesh KumarGargHUF 50000 0.06
78. MuskanJain 100000 0.12
79. Muskan Kankaria 300000 0.35
80. MustafaZoebKachawala 42000 0.05
81. Nabil Nisarali Sayyad 42000 0.06
82. Naresh Kumar Aggarwal 100000 0.12
83. NAV CapitalVCC 2000000 2.30
84. Naval KishoreRajgarhia 400000 0.46
85. Neha Gupta 150000 0.17
86. Nikhil Tyagi 200000 0.23
87. Nikunj Sultania 100000 0.12
88. OMAS Securites Pvt. Ltd. (Sunil Jain) 100000 0.12
89. Padam Singh Baid Mehta 100000 0.12
90. Pankaj Gaur 20000 0.02
91. Parul Bipin Bhai Damani 25000 0.03
92. ParulJain 100000 0.12
93. ParvAggarwal 50000 0.06
94. Parveen Bansal 1000 0.00
95. PKA
Capital
Private
Limited
(Pranav
Aggarwal)		 100000 0.12
96. PonnusamyArun Karthik 20000 0.02
97. Pooja Goyal 50000 0.06
98. PradeepPrabhakar Rao 20000 0.02
99. Pranav Aggarwal 1000 0.00
100. Pranay Singhal 50000 0.06
101. Prasad Vishwanath Magdum 20000 0.02
102. PrateekChaudhary 50000 0.06
103. Praveen Bansal HUF 100000 0.12
104. Pravin BaburaoPatne 20000 0.02
105. PremGoel 100000 0.12
106. Prenita Dutt 200000 0.23
107. Pritpal Singh 20000 0.02
108. PunamChoudhary 100000 0.12
109. Puneet Goel 150000 0.17
110. Rahul Bansal 100000 0.12
111. RajeshGarg 200000 0.23
112. Rajesh Kumar 50000 0.06
113. Rajneesh Jain 100000 0.12
114. Ravindra Sabnis 20000 0.02
115. Rekha Garg 33000 0.04
116. Richa GauravRaj Singh Rathore 1000000 1.15
117. RishabhGarg 100000 0.12
118. Rudhraksh Agarwal 110000 0.13
119. Sachin L PandhyaHUF 85000 0.10
120. Sahny Securities Pvt Ltd. (Vikram Sahny) 50000 0.06
121. Saraj Agarwal 100000 0.12
122. Saurav Raidani 300000 0.35
123. SharplineNetworksPvt. Ltd.( Jyoti Dixit) 300000 0.35
124. ShashiJain 50000 0.06
125. ShilpaKabra 100000 0.12
126. ShwetaAgarwal 100000 0.12
127. Shweta Jha 75000 0.09
128. Sudha Garg 33000 0.04
129. Sumit More 20000 0.02
130. Sunil Malhotra 1000 0.00
131. Suresh Hindumal Luniya 100000 0.12
132. Surinder PalGarg 1000 0.00
133. SurjeetKumarGargHUF 1000 0.00
134. Taran Aggarwal 50000 0.06
135. Utsav Kumar Mandholia HUF 400000 0.46
136. Va Trading Ventures LLP (Sapna Aggarwal) 1051000 1.21
137. Vaibhav Gaur 200000 0.23
138. VaniGambhir 100000 0.12
139. Vikas Jain 20000 0.02
140. VinayKumar Pareek 50000 0.06
141. VineetArora 300000 0.35
142. Vineet Jain 100000 0.12
143. Virendra Ramphal Dhankar 40000 0.05
144. Vishal Garg 1000 0.00
145. VishalJain 100000 0.12
146. Vishal Kapur 36000 0.04
147. ZuliaZafar 42000 0.05
**Total ** 20000000 23.00

15. The change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

16. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the year, no preferential allotment of any securities has been made to any person.

17. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable

18. Lock-in Period:

The proposed allotment of the Equity Shares, shall be subject to a lock-in as per the requirements of ICDR Regulations i.e. 6 (Six) months from the date of trading approval. However, in addition to the lockin period prescribed under ICDR Regulations, the said Equity shares shall along with any further issuance of shares such as Bonus Shares, which may arise in future, shall be locked in for a further period as may be mutually agreed upon by the Company and the Proposed Allottees.

The entire pre-preferential allotment shareholding of the allottees, shall be locked-in as per the requirements of ICDR Regulations i.e. from the relevant date up to a period of 90 trading days from the date of trading approval.

19. Listing:

The Company will make an application to the Stock Exchanges at which the existing shares are listed, for listing of the aforementioned Equity Shares.

The above shares, once allotted, shall rank pari passu with the then existing equity shares of the Company in all respects.

20. The name of the Proposed Allottee, the identities of the persons who are the ultimate beneficial owners of the shares and / or who ultimately control the Proposed Allottee:

Sr.
No.		 Proposed
Allottee
subscribing to
the Shares		 Category Natural
persons who
arethe
ultimate
beneficial
owners		 Pre-Issue
shareholding		 Pre-Issue
shareholding		 No. of Shares
to be allotted		 Post issue*
shareholding**		 Post issue*
shareholding**
No. of
Shares		 % of
Sharehol
ding		 No. of
Shares		 % of
Sharehold
ing
1. Aanchal Jain Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
2. Aashi Neerav
Bansal		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
3. Aashita Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
4. Abhishek
Parwal		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
5. Adheesh
Kabra		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
6. Aegis
Investment
Fund PCC		 Non-
Promoter		 Kotak
Mahindra
Bank Limited		 0 0.00 1000000 1000000 1.15
7. Amish K
Mehta		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
8. Amita
Poddar		 Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
9. Anila Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
10. Anju Garg Non-
Promoter		 Not
Applicable		 0 0.00 34000 34000 0.04
11. Ankit Bansal
HUF		 Non-
Promoter		 Ankit Bansal 0 0.00 100000 100000 0.12
12. Ankit Sharma Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
13. Ankur
Bhupendra
Shah		 Non-
Promoter		 Not
Applicable		 0 0.00 53500 53500 0.06
14. Archana
Chawla		 Non-
Promoter		 Not
Applicable		 21700 0.00 200000 221700 0.26
15. Archana
Kabra		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
16. Arihant Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
17. Arpit
Dokania		 Non-
Promoter		 Not
Applicable		 0 0.00 600000 600000 0.69
18. Arun Kumar
Dhamija		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
19. Arun Kumar
Jain		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
20. Ashu Kumar
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
21. Avrums India
Private
Limited
(Umesh
Garg)		 Non-
Promoter		 Umesh Garg 0 0.00 100000 100000 0.12
22. Bala Ravi
Teja Sepuri		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
23. Behram
Noorali
Sodawala		 Non-
Promoter		 Not
Applicable		 0 0.00 42000 42000 0.05
24. Bharat
Bhusan
Sahny		 Non-
Promoter		 Not
Applicable		 10000 0.01 50000 60000 0.07
25. Bhawna
Gupta		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
26. Bijender
Kumar Jain		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
27. Bipin
Chandra
Dhiraj Lal
Dhamani		 Non-
Promoter		 Not
Applicable		 0 0.00 25000 25000 0.03
28. Bipin Dhiraj
Lal Dhamani
HUF		 Non-
Promoter		 Bipin Dhiraj
Lal Dhamani		 0 0.00 25000 25000 0.03
29. BNP Paribas
Arbitrage		 Non-
Promoter		 Not
Applicable		 0 0.00 1000
1000		 0.00
ODI
30. Cheenu
Bhatia		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
31. Deepak
Lodha		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
32. Devendra
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 96000 96000 0.11
33. Dhiraj Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
34. Dhruv
Agarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
35. Dhruvil
Nimesh Joshi		 Non-
Promoter		 Not
Applicable		 0 0.00 500000 500000 0.58
36. Dileep
Kumar Mani
Tripathi		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
37. Dilip Kumar
Lalwani Sons
HUF		 Non-
Promoter		 Dilip Kumar
Lalwani		 0 0.00 100000 100000 0.12
38. Divya
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
39. Drishti Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
40. EPS Finest
Pvt.
Ltd.(Madhu
Sudan Goyal)		 Non-
Promoter		 Madhu Sudan
Goyal		 0 0.00 150000 150000 0.17
41. Geetam
Shree		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
42. Guru Narain
Rajgarhia		 Non-
Promoter		 Not
Applicable		 0 0.00 71000 71000 0.08
43. Harjit Garg
HUF		 Non-
Promoter		 Harjit Garg 0 0.00 360000 360000 0.41
44. Harsh Bansal Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
45. Harshika Jain Non-
Promoter		 Not
Applicable		 10000 0.01 50000 60000 0.07
46. Hem Chand
Jain		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
47. Hiten Bansal Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
48. Ishu Agarwal Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
49. Jay Bipin
Bhai Damani		 Non-
Promoter		 Not
Applicable		 0 0.00 25000 25000 0.03
50. Jethwa
Mohmedsoeb
Musabhai		 Non-
Promoter		 Not
Applicable		 0 0.00 72000 72000 0.08
51. Kanika Gupta Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
52. Kapil Garg Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
53. Karavajjanav
ar
Channabasap
pa
Shambulinga		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
54. Kartik Gupta Non-
Promoter		 Not
Applicable		 0 0.00 1000
1000		 0.00
55. Karun Singla Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
56. Khusboo
Gupta		 Non-
Promoter		 Not
Applicable		 1200 0.00 100000 101200 0.12
57. Kuldeep
Kaur
Bhangoo		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
58. Lalit Shah Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
59. Lokesh Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
60. Madan Lal
Bothra		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
61. Madhu Garg Non-
Promoter		 Not
Applicable		 1 0.00 100000 100001 0.12
62. Madhu
Sudan
Khurana		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
63. Mahesh Goel Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
64. Mamta Jain Non-
Promoter		 Not
Applicable		 0 0.00 150000 150000 0.17
65. Manish
Bansal		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
66. Manish
Pravinchandr
a Kiri		 Non-
Promoter		 Not
Applicable		 0 0.00 500000 500000 0.58
67. Manisha
Gupta		 Non-
Promoter		 Not
Applicable		 0 0.00 53500 53500 0.06
68. Manju Garg Non-
Promoter		 Not
Applicable		 0 0.00 150000 150000 0.17
69. Manoj Gupta Non-
Promoter		 Not
Applicable		 0 0.00 250000 250000 0.29
70. Mayank Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
71. Mayank
Sandooja		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
72. Mili Gupta Non-
Promoter		 Not
Applicable		 0 0.00 1000 1000 0.00
73. Minakshi Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
74. Mithlesh Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
75. Mohit Vinod
Kumar
Agarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 500000 500000 0.58
76. Mrs. Shilpy
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 250000 250000 0.29
77. Mukesh
Kumar Garg
HUF		 Non-
Promoter		 Mukesh Garg 0 0.00 50000 50000 0.06
78. Muskan Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
79. Muskan
Kankaria		 Non-
Promoter		 Not
Applicable		 0 0.00 300000 300000 0.35
80. Mustafa Zoeb
Kachawala		 Non-
Promoter		 Not
Applicable		 0 0.00 42000 42000 0.05
81. Nabil Nisarali
Sayyad		 Non-
Promoter		 Not
Applicable		 6499 0.01 42000 48499 0.06
82. Naresh
Kumar
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
83. NAV Capital
VCC		 Non-
Promoter		 ICICI Bank
Limited		 0 0.00 2000000 2000000 2.30
84. Naval
Kishore
Rajgarhia		 Non-
Promoter		 Not
Applicable		 0 0.00 400000 400000 0.46
85. Neha Gupta Non-
Promoter		 Not
Applicable		 0 0.00 150000 150000 0.17
86. Nikhil Tyagi Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
87. Nikunj
Sultania		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
88. OMAS
Securites Pvt.
Ltd. (Sunil
Jain)		 Non-
Promoter		 Sunil Jain 0 0.00 100000 100000 0.12
89. Padam Singh
Baid Mehta		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
90. Pankaj Gaur Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
91. Parul Bipin
Bhai Damani		 Non-
Promoter		 Not
Applicable		 0 0.00 25000 25000 0.03
92. Parul Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
93. Parv
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
94. Parveen
Bansal		 Non-
Promoter		 Not
Applicable		 0 0.00 1000 1000 0.00
95. PKA Capital
Private
Limited
(Pranav
Aggarwal)		 Non-
Promoter		 Pranav
Aggarwal)		 0 0.00 100000 100000 0.12
96. Ponnusamy
Arun Karthik		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
97. Pooja Goyal Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
98. Pradeep
Prabhakar
Rao		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
99. Pranav
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 1000 1000 0.00
100. Pranay
Singhal		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
101. Prasad
Vishwanath
Magdum		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
102. Prateek
Chaudhary		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
103. Praveen
Bansal HUF		 Non-
Promoter		 Praveen
Bansal		 0 0.00 100000 100000 0.12
104. Pravin
Baburao
Patne		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
105. Prem Goel Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
106. Prenita Dutt Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
107. Pritpal Singh Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
108. Punam
Choudhary		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
109. Puneet Goel Non-
Promoter		 Not
Applicable		 0 0.00 150000 150000 0.17
110. Rahul Bansal Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
111. Rajesh Garg Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
112. Rajesh
Kumar		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
113. Rajneesh Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
114. Ravindra
Sabnis		 Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
115. Rekha Garg Non-
Promoter		 Not
Applicable		 0 0.00 33000 33000 0.04
116. Richa Gaurav
Raj Singh
Rathore		 Non-
Promoter		 Not
Applicable		 0 0.00 1000000 1000000 1.15
117. Rishabh Garg Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
118. Rudhraksh
Agarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 110000 110000 0.13
119. Sachin L
Pandhya HUF		 Non-
Promoter		 Sachin L
Pandhya		 0 0.00 85000 85000 0.10
120. Sahny
Securities
Pvt Ltd.
(Vikram
Sahny)		 Non-
Promoter		 Vikram Sahny
0		 0.00 50000 50000 0.06
121. Saraj
Agarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
122. Saurav
Raidani		 Non-
Promoter		 Not
Applicable		 0 0.00 300000 300000 0.35
123. Sharpline
Networks
Pvt. Ltd.
( Jyoti Dixit)		 Non-
Promoter		 Jyoti Dixit 0 0.00 300000 300000 0.35
124. Shashi Jain Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
125. Shilpa Kabra Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
126. Shweta
Agarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
127. Shweta Jha Non-
Promoter		 Not
Applicable		 0 0.00 75000 75000 0.09
128. Sudha Garg Non-
Promoter		 Not
Applicable		 0 0.00 33000 33000 0.04
129. Sumit More Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
130. Sunil
Malhotra		 Non-
Promoter		 Not
Applicable		 0 0.00 1000 1000 0.00
131. Suresh
Hindumal
Luniya		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
132. Surinder Pal
Garg		 Non-
Promoter		 Not
Applicable		 0 0.00 1000 1000 0.00
133. Surjeet
Kumar Garg
HUF		 Non-
Promoter		 Surjeet
Kumar Garg		 0 0.00 1000 1000 0.00
134. Taran
Aggarwal		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
135. Utsav Kumar
Mandholia
HUF		 Non-
Promoter		 Utsav Kumar
Mandholia		 0 0.00 400000 400000 0.46
136. Va Trading
Ventures LLP
(Sapna
Aggarwal)		 Non-
Promoter		 Sapna
Aggarwal		 0 0.00 1051000 1051000 1.21
137. Vaibhav Gaur Non-
Promoter		 Not
Applicable		 0 0.00 200000 200000 0.23
138. Vani
Gambhir		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
139. Vikas Jain Non-
Promoter		 Not
Applicable		 0 0.00 20000 20000 0.02
140. Vinay Kumar
Pareek		 Non-
Promoter		 Not
Applicable		 0 0.00 50000 50000 0.06
141. Vineet Arora Non-
Promoter		 Not
Applicable		 0 0.00 300000 300000 0.35
142. Vineet Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
143. Virendra
Ramphal
Dhankar		 Non-
Promoter		 Not
Applicable		 0 0.00 40000 40000 0.05
144. Vishal Garg Non-
Promoter		 Not
Applicable		 0 0.00 1000 1000 0.00
145. Vishal Jain Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.12
146. Vishal Kapur Non-
Promoter		 Not
Applicable		 0 0.00 36000 36000 0.04
147. Zulia Zafar Non-
Promoter		 Not
Applicable		 0 0.00 42000 42000 0.05

* Considered after allotment of Equity shares in cash

21. The percentage of post preferential issue capital that may be held by the allottee and change in control, if any, in the issuer consequent to the preferential issue:

The percentage of post preferential issue capital that may be held by the Proposed Allottees and change in control, if any in the Company consequent to the preferential issue is same as above point no. 20.

There is no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

22. The current and proposed status of the allottee post the preferential issues namely, promoter or nonpromoter:

The Current and proposed status of the Proposed Allottees post the preferential issue is “NonPromoter”.

23. Practicing Company Secretary’s Certificate:

A certificate from Mr. Gaurav Vasudev Bachani, Practicing Company Secretary, certifying that the issue of Equity Shares is being made in accordance with requirements of ICDR Regulations and is available for inspection at the General Meeting of the members. The same is also available at the website of the Company at https://www.groupaki.com/.

24. Undertaking:

  • a. Neither the Company, nor any of its directors and/ or Promoters have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

  • b. Neither the Company nor any of its directors and/ or Promoters are a fugitive economic offender as defined under the SEBI ICDR Regulations.

  • c. The Company is in compliance with the conditions for continuous listing and is eligible to make the preferential issue under Chapter V of the SEBI ICDR Regulations.

  • d. The Proposed Allottees have confirmed that they have not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date.

  • e. The Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations, if it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations, if required. If the amount

payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid.*

*Since the Company’s Equity Shares are listed on recognized Stock Exchanges for a period of more than 90 Trading days prior to the Relevant Date, the Company is neither required to re-compute the price nor is required to submit an undertaking as specified under applicable provisions of SEBI ICDR Regulations.

The approval of the Members is being sought to enable the Board to issue and allot the Equity Shares on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement.

Except the proposed allottees, none of the Directors and/ or Key Managerial Personnel of the Company and/ or their relatives are deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

The Board, accordingly, recommends passing of the Special Resolution as set out in Item No. 2 of this Notice, for the approval of the Members.

Item No. 3:

In accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ‘SEBI ICDR Regulations’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), as amended from time to time, approval of shareholders of the Company by way of special resolution is required to issue securities i.e. warrants convertible into equity shares (“Warrants”) by way of private placement on a preferential basis to the person(s) and/ or entity(ies) belong to Promoter and Non-Promoter category.

Thus, the members are hereby informed that in line with the said proposal, the Board pursuant to its resolution dated 19[th] October, 2023 has approved the proposed preferential issue of 2,00,00,000 (Two Crores) Convertible Warrants (“Warrants”) of Rs. 2/- each fully paid up in cash, entitling the Proposed Allottees/ Warrant Holders to exercise option to convert and get allotted one Equity Share of face value of Rs. 2/- (Rupees Two Only) each fully paid-up against each warrant, within 18 (Eighteen) months from the date of allotment of warrants, at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) (including premium of Rs. 16.71/- each) (hereinafter referred to as the “Warrant Issue Price”), as per valuation report received from Registered Valuer, aggregating to not exceeding Rs. 40,00,00,000/- (Rupees Forty Crores Only) (amounts round off nearby zero) to the Proposed Allottees for a consideration in cash, which is not less than the floor price prescribed under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) on a preferential basis and consequently, recommends the resolution as set out in Item No. 3 above to be passed by the members by remote e-voting/ voting through electronic means.

Pursuant to the above transaction, there would be no change in the management or control or would not result in transfer of ownership of the Company to the Proposed Allottees.

Necessary information/ details in relation to the Preferential Issue as required under the SEBI ICDR Regulations and the Companies Act, 2013 (“Act”) read with the rules issued there-under, are set forth below:

1. Particulars of the offer including date of passing of Board resolution:

The Board, pursuant to its resolution dated 19[th] October, 2023, has approved the proposed preferential issue of 2,00,00,000 (Two Crores) convertible warrants at a price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per Equity share (including a premium of Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only), for consideration in cash, to person(s) and/ or entity(ies) belonging to Promoter & Promoter Group category and Non-Promoter category which is not less than the floor price prescribed under Chapter V of the SEBI ICDR Regulations, on a preferential basis.

2. The Objects of the issue:

The Company proposes to raise an amount aggregating not exceeding Rs. 40,00,00,000/- (Rupees Forty Crore Only) (amounts round off nearby zero) through the Preferential Issue. The amount proposed to be raised by way of present preferential allotment shall be utilized as under:

Sr. No. Particulars Tentative Amount
(Rs. in Crores)		 Tentative time period
under which the amount
shall be utilized
1. To
meet
working
capital
requirement ofthe Company		 30.40 Within 1 (One) year
(As andwhen required)
2. General Corporate Purpose 9.60 As and when decided by the
Board of Directors of the
Companyfromtime to time.

3. Kinds of securities offered and the price at which security is being offered and the total number of shares or other securities to be issued:

The Company has agreed to issue up to 2,00,00,000 (Two Crores) convertible warrants at a price of 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per Equity share (including a premium of Rs. 16.71/- (Rupees Sixteen and Seventy-One Paisa Only), which is not less than the floor price prescribed under Chapter V of the SEBI ICDR Regulations.

4. Basis on which the price has been arrived at:

The Company is listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) (the “Stock Exchanges”), and the Equity Shares of the Company are frequently traded in accordance with Regulation 164 of the ICDR Regulations. Accordingly, the computation of the price per Equity share has been determined.

  • At least 10% of the total equity shares have been traded on the BSE and NSE in 240 trading days preceding the Valuation Date, therefore, equity shares of the company shall be treated as frequently traded.

  • Stock Exchange means the Stock Exchange where highest trading volume in respect of the equity shares of the issuer has been recorded during the preceding 90 trading days prior to the Valuation Date. NSE is having higher turnover as compared to BSE, therefore, NSE data is considered for all relevant computations.

  • For the purpose of valuation, we have relied on the data of NSE in accordance to the amended Regulations 164 and 166A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended vide Notification No. SEBI/LADNRO/GN/2022/63 dated 14[th] January, 2022.

The Floor Price of Rs. 18.71/- is determined as per the pricing formula prescribed under SEBI ICDR Regulations for the Preferential Issue of Convertible Warrants and is higher of the following:

  • a. 90 trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the NSE preceding the relevant date i.e. Rs. 18.71/- per equity share;

  • b. 10 trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the NSE preceding the relevant date i.e. Rs. 17.38 per equity share;

In terms of Regulation 166A of SEBI ICDR Regulations, the proposed offer, issue and allotment of convertible warrants is more than five per cent of the post issue share capital of the Company, accordingly, the floor price per warrant of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) has been considered based on the above pricing formula and the valuation report from an Registered Valuer.

5. The price or price band at/within which the allotment is proposed:

The price per warrant to be issued is fixed at Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) which consists of Rs. 2/- (Rupees Two Only) as face value and Rs. 16.71/- (Rupees Sixteen and SeventyOne Paisa Only) as premium per warrant. Kindly refer to the above mentioned point no. 4 for the basis of determination of the price.

6.

Relevant Date with reference to which the price has been arrived at:

The “Relevant Date” as per Chapter V of the SEBI ICDR Regulations for the determination of the floor price for Equity Shares to be issued is Friday, 3[rd] November, 2023 i.e. being the date 30 days prior to the date of EGM.

Explanation: Where the relevant date falls on a weekend or a holiday, the day preceding the weekend or the holiday will be reckoned to be the relevant date.

Note: In our case, the Relevant Date falls on Saturday, 4[th] November, 2023 (i.e. Weekend). Therefore, the Relevant Date is Friday, 3[rd] November, 2023.

7. The pre issue and post issue shareholding pattern of the Company:

The pre issue shareholding pattern of the Company as on 30[th] September, 2023 and the post-issue shareholding pattern (considering full allotment of shares issued on preferential basis) is mentioned herein below:

==> picture [476 x 190] intentionally omitted <==

----- Start of picture text -----

Sr. Description Pre-Issue shareholding Post issue shareholding
No. No. of % of shares No. of % of shares
shares shares
(A) Promoter and Promoter Group’s
Shareholding
1 Indian
(a) Individuals/ Hindu Undivided Family 4,59,43,702 68.64 5,06,86,702 47.40
(b) Central Government/ State - - - -
Government(s)
(c) Bodies Corporate - - - -
- - - -
(d) Financial Institutions/ Banks
- - - -
(e) Any Others (Specify)
Sub Total(A)(1) 4,59,43,702 68.64 5,06,86,702 47.40
----- End of picture text -----*

2 Foreign
A Individuals
(Non
-
Residents
Individuals/ Foreign Individuals)		 - - - -
B Bodies Corporate - - - -
C Institutions - - - -
D Any Others (Specify) - - - -
Sub Total(A)(2) - - - -
Total Shareholding of Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)		 4,59,43,702 68.64 5,06,86,702 47.40
(B) Public shareholding
1 Institutions - - - -
(a) Mutual Funds/ UTI - - - -
(b) Financial Institutions/ Banks - - - -
(c) Central
Government/
State
Government(s)
-		 - - -
(d) Venture Capital Funds - - - -
(e) Insurance Companies - - - -
(f) Foreign Portfolio Investors - - - -
(g) Foreign Institutional Investors - - - -
(h) Foreign Venture Capital Investors - - - -
(i) Any Other - Foreign Body Corporate - - - -
Sub-Total (B)(1) - - - -
B Public Shareholding - - - -
2 Non-institutions
(a) Bodies Corporate 59,15,705 8.84
97,16,705
9.09
(b) Individuals
I Individual shareholders holding nominal
share capital up to Rs. 2 Lakh
59,96,495		 8.96
2,66,70,495
24.94
II Individual shareholders holding nominal
share capital in excess of Rs. 2 Lakh
76,58,761		 11.44
1,61,68,761
15.12
(c) NBFCs registered with RBI - - - -
(d) Any Other (specify) - - - -
- Non Resident Indians 2,51,307 0.38 2,51,307 0.24
- Clearing Member - - - -
- Trust - - - -
- Hindu Undivided Family 10,63,025 1.59
22,84,025
2.14
- LLP 1,01,500 0.15 11,52,500 1.08
Sub-Total (B)(2) 2,09,86,793 31.36
5,62,43,793		 52.60
(B) Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
2,09,86,793		 31.36
5,62,43,793		 52.60
TOTAL (A)+(B) 6,69,30,495 100.00 10,69,30,495 100.00
(C) Non Promoter - Non Public - - - -
1 Shares held by Custodian for GDRs &
ADRs		 - - - -
2 Employee Benefit Trust (under SEBI
(SBEB) Reg., 2014)		 - - - -
Sub-Total (C): - - - -
GRAND TOTAL (A)+(B)+(C) 6,69,30,495
100.00		 10,69,30,495
100.00

Note:

  1. The post issue shareholding pattern in the above table has been prepared on the basis that the Proposed Allottees would have subscribed to and been allotted all the Equity shares. In the event for any reason, the Proposed Allottees does not or are unable to subscribe to and/ or are not allotted the Equity shares, the shareholding pattern in the above table would undergo corresponding changes.

  2. The post issue shareholding pattern in the above table has been prepared after considering the Equity shares to be allotted in Item No. 2.

  3. It is further assumed that shareholding of the Company in all other categories will remain unchanged.

  4. The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of Equity shares of the Company.

8. Name and address of valuer who performed valuation:

Considering that the allotment shall be more than 5% of the post issue fully diluted share capital of the Company, to an allottee or to allottees acting in concert, the floor price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) of the shares to be issued and allotted consequent to conversion of warrants into Equity shares, to the proposed allottees has been determined taking into account the Valuation Report dated 2[nd] November, 2023, issued by Ms. Sejal Ronak Agrawal, Registered Valuer, Ahmedabad, in accordance with Regulation 166A of the ICDR Regulations (“Valuation Report”) . The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website at https://www.groupaki.com/ and websites of stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com respectively.

9. Amount which the Company intends to raise by way of such securities:

Up to Rs. 40,00,00,000/- (Rupees Forty Crores Only) (amounts round off nearby zero).

10. Material terms of raising such securities, proposed time schedule, principal terms of assets charged as securities, issue including terms and rate of dividend on each share, etc.

The Equity shares are being issued on a preferential basis for a consideration in cash at an issue price of Rs. 18.71/- (Rupees Eighteen and Seventy-One Paisa Only) per share in accordance with Regulation 164 of SEBI ICDR Regulations to the Proposed Allottees.

The Equity shares being issued shall be pari-passu with the existing Equity shares of the Company.

Principal terms of assets charged as securities is not applicable.

11. The class or classes of persons to whom the allotment is proposed to be made:

The aforementioned allotment, if approved, is proposed to be made to above mentioned allottees, under both Promoter & Promoter Group Category and Non-Promoter Category of the Company.

12. The intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

The Equity Shares shall be offered to the Proposed Allottees only. None of the Promoters, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Equity shares proposed to be issued under the Preferential Allotment.

13. The proposed time within which the allotment shall be completed:

As required under the SEBI ICDR Regulations, the Company shall complete the allotment of the Equity warrants on or before the expiry of 15 (Fifteen) days from the date of passing of the special resolution by the Members for issue and allotment of the said warrants, provided that where the issue and allotment of the said warrants is pending on account of pendency of any approval or permission for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

Further, upon exercise of the option by the allottee to convert the warrants within a period of 18 months, the equity shares, pursuant to exercise of warrants, shall be allotted within a period of 15 days from the date of such exercise by the allottee in compliance with provisions of Regulation 162(2) of ICDR Regulations.

14. The names of the Proposed Allottee and the percentage of post preferential offer capital that may be held by them:

The Proposed Allottees are as under:

Sr. No. Name of Proposed Allottee No. of shares % of post
preferential
1. Mohammad Ajwad 3000000 2.81
2. Samina Asad Iraqi 500000 5.40
3. MuhammadAsim 9000000 8.42
4. MohammadTahir 800000 0.75
5. TubaFatima 150000 0.44
6. MohammadAsjad 1093000 1.03
7. PrabodhSharma 4207000 4.00
8. Geeta Sharma 200000 0.30
9. Advitiya Prabodh 150000 0.14
10. RenuTiwari 100000 0.22
11. SanjayTiwari 100000 0.22
12. SubodhSharma 100000 0.28
13. Madhu Sharma 100000 0.28
14. AviralSharma 100000 0.09
15. Ahmad Ali Khan 100000 0.15
16. Nikhat Khan 100000 0.15
17. ZebaFarooque 100000 0.18
18. SarikaAgarwal 100000 0.22
19. MohammadAjwad 3000000 2.81
Total 200,00,000 25.07

15. The change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

16. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the year, no preferential allotment of any securities has been made to any person.

17. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable

18. Lock-in Period:

The Equity Shares to be issued and allotted pursuant to conversion of warrants, shall be subject to a lock-in as per the requirements of ICDR Regulations. However, in addition to the lock-in period prescribed under ICDR Regulations, the said Equity shares shall along with any further issuance of shares such as Bonus Shares, which may arise in future, shall be locked in for a further period as may be mutually agreed upon by the Company and the Proposed Allottees.

The entire pre-preferential allotment shareholding of the allottees, shall be locked-in as per the requirements of ICDR Regulations i.e. from the relevant date up to a period of 90 trading days from the date of trading approval.

19. Listing:

The Company will make an application to the Stock Exchanges at which the existing shares are listed, for listing of the aforementioned convertible warrants.

The Equity shares to be issued and allotted pursuant to conversion of warrants, once allotted, shall rank pari passu with the then existing equity shares of the Company in all respects.

20. The name of the Proposed Allottee, the identities of the persons who are the ultimate beneficial owners of the shares and / or who ultimately control the Proposed Allottee:

Not applicable as the proposed allottees are natural persons and also beneficial owners.

21. The percentage of post preferential issue capital that may be held by the allottee and change in control, if any, in the issuer consequent to the preferential issue:

The percentage of post preferential issue capital that may be held by the Proposed Allottees and change in control, if any in the Company consequent to the preferential issue is as below:

Sr.
No.		 Proposed
Allottee
subscribing to
the Shares		 Category Natural
persons who
arethe
ultimate
beneficial
owners		 Pre-Issue shareholding Pre-Issue shareholding No. of Shares
to be allotted		 Post issue*
shareholding**		 Post issue*
shareholding**
No. of
Shares		 % of
Sharehol
ding		 No. of
Shares		 % of
Sharehold
ing
1 Mohammad
Ajwad		 Promoter
Group		 Not
Applicable		 975 0.00 3000000 3000975 2.81
2 Samina Asad
Iraqi		 Promoter
Group		 Not
Applicable		 5269855 7.87 500000 5769855 5.40
3 Muhammad
Asim		 Non-
Promoter		 Not
Applicable		 0 0.00 9000000 9000000 8.42
4 Mohammad
Tahir		 Non-
Promoter		 Not
Applicable		 0 0.00 800000 800000 0.75
5 Tuba Fatima Non-
Promoter		 Not
Applicable		 325000 0.49 150000 475000 0.44
6 Mohammad
Asjad		 Non-
Promoter		 Not
Applicable		 11150 0.02 1093000 1104150 1.03
7 Prabodh
Sharma		 Non-
Promoter		 Not
Applicable		 65000 0.10 4207000 4272000 4.00
8 Geeta
Sharma		 Non-
Promoter		 Not
Applicable		 118585 0.18 200000 318585 0.30
9 Advitiya
Prabodh		 Non-
Promoter		 Not
Applicable		 4700 0.01 150000 154700 0.14
10 Renu Tiwari Non-
Promoter		 Not
Applicable		 133000 0.20 100000 233000 0.22
11 Sanjay
Tiwari		 Non-
Promoter		 Not
Applicable		 130000 0.19 100000 230000 0.22
12 Subodh
Sharma		 Non-
Promoter		 Not
Applicable		 195000 0.29 100000 295000 0.28
13 Madhu
Sharma		 Non-
Promoter		 Not
Applicable		 195000 0.29 100000 295000 0.28
14 Aviral
Sharma		 Non-
Promoter		 Not
Applicable		 0 0.00 100000 100000 0.09
15 Ahmad Ali
Khan		 Non-
Promoter		 Not
Applicable		 65000 0.10 100000 165000 0.15
16 Nikhat Khan Non-
Promoter		 Not
Applicable		 65000 0.10 100000 165000 0.15
17 Zeba
Farooque		 Non-
Promoter		 Not
Applicable		 95000 0.14 100000 195000 0.18
18 Sarika
Agarwal		 Non-
Promoter		 Not
Applicable		 136500 0.20 100000 236500 0.22

* considered only after allotment of equity shares in cash

There is no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

22. The current and proposed status of the allottee post the preferential issues namely, promoter or nonpromoter:

The Current and proposed status of the Proposed Allottees post the preferential issue is as follows:

Sr.
No.		 Name of Proposed
Allottee		 No. of
shares		 % of post
preferential		 Current Status Proposed
Status
1. MohammadAjwad 3000000 2.81 PromoterGroup PromoterGroup
2. SaminaAsadIraqi 500000 5.40 PromoterGroup PromoterGroup
3. MuhammadAsim 9000000 8.42 Non-Promoter Non-Promoter
4. MohammadTahir 800000 0.75 Non-Promoter Non-Promoter
5. TubaFatima 150000 0.44 Non-Promoter PromoterGroup
6. Mohammad Asjad 1093000 1.03 Non-Promoter Promoter Group
7. Prabodh Sharma 4207000 4.00 Non-Promoter Non-Promoter
8. Geeta Sharma 200000 0.30 Non-Promoter Non-Promoter
9. AdvitiyaPrabodh 150000 0.14 Non-Promoter Non-Promoter
10 RenuTiwari 100000 0.22 Non-Promoter Non-Promoter
11 Sanjay Tiwari 100000 0.22 Non-Promoter Non-Promoter
12 Subodh Sharma 100000 0.28 Non-Promoter Non-Promoter
13 Madhu Sharma 100000 0.28 Non-Promoter Non-Promoter
14 AviralSharma 100000 0.09 Non-Promoter Non-Promoter
15 AhmadAli Khan 100000 0.15 Non-Promoter Non-Promoter
16 NikhatKhan 100000 0.15 Non-Promoter Non-Promoter
17 ZebaFarooque 100000 0.18 Non-Promoter Non-Promoter
18 Sarika Agarwal 100000 0.22 Non-Promoter Non-Promoter
19 Mohammad Ajwad 3000000 2.81 Non-Promoter Non-Promoter
Total 200,00,000 25.07

23. Practicing Company Secretary’s Certificate:

A certificate from Mr. Gaurav Vasudev Bachani, Practicing Company Secretary, certifying that the issue of Equity Shares is being made in accordance with requirements of ICDR Regulations and is available for inspection at the General Meeting of the members. The same is also available at the website of the Company at https://www.groupaki.com/.

24. Undertaking:

  • a. Neither the Company, nor any of its directors and/ or Promoters have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

  • b. Neither the Company nor any of its directors and/ or Promoters are a fugitive economic offender as defined under the SEBI ICDR Regulations.

  • c. The Company is in compliance with the conditions for continuous listing and is eligible to make the preferential issue under Chapter V of the SEBI ICDR Regulations.

  • d. The Proposed Allottees have confirmed that they have not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date.

  • e. The Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations, if it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations, if required. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid.*

  • f. The allotment of warrants does not require making of a public offer as it is below the prescribed threshold limit for making of a public offer in terms of the SEBI (ICDR) Regulations.

  • g. Due to above preferential allotment of the warrants, no change in management control is contemplated. The aforesaid allottee(s) shall be required to comply with the relevant provisions of the SEBI (ICDR) Regulations.

  • h. The Company has complied with the requirement of listing obligation i.e., maintaining a minimum of 25% of the paid-up capital in the hands of the public.

*Since the Company’s Equity Shares are listed on recognized Stock Exchanges for a period of more than 90 Trading days prior to the Relevant Date, the Company is neither required to re-compute the price nor is required to submit an undertaking as specified under applicable provisions of SEBI ICDR Regulations.

The approval of the Members is being sought to enable the Board to issue and allot the warrants (“Convertible warrants”) on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement.

Except the proposed allottees, none of the Directors and/ or Key Managerial Personnel of the Company and/ or their relatives are deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

The Board, accordingly, recommends passing of the Special Resolution as set out in Item No. 3 of this Notice, for the approval of the Members.

Registered Office: By order of the Board D-115, Defence Colony Jajmau, For, AKI India Limited Shiwans Tanney, Kanpur Nagar, Jajmau, Kanpur, Uttar Pradesh – 208 010. Sd/Mohammad Ajwad Date: 8[[th]] November, 2023 Whole-time Director Place: DIN: 07902475

Date: 8[[th]] November, 2023 Place: Kanpur

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