Antarctica Limited — Proxy Solicitation & Information Statement 2024

Oct 8, 2024

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

Date:08[th ] October 2024

To, National Stock Exchange of India Ltd., Exchange Plaza,C-1, Block G, BandraKurla Complex, Bandra, Mumbai - 400 051.

Ref:Symbol :ANTGRAPHIC ; ISIN: INE414B01021

- Subject: Postal Ballot Notice Disclosure under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015

Dear Sir,

In continuation of our earlier intimations, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement thereto, seeking the approvals of the members of the Company in respect of the resolution contained in the Notice of Postal Ballot, by Electronic means in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The Company on 08[th] October 2024 i.e. today, has e-mailed the Postal Ballot Notice along with Explanatory Statement to those members whose name appear in the Register of Members or List of Beneficial Owner as maintained by the Company/ Depository, as on Friday, 04[th] October 2024 (cut-off date) and whose e-mail addresses are registered with the Company or with the Depository. A copy of the Postal Ballot Notice is also available on the Website of the Company at www.antarctica-packaging.com .

In this connection, we also wish to inform that e-voting in respect of the resolution mentioned in the Postal Ballot Notice will commence at 9:00 A.M. (IST) on Wednesday, 09[th] October 2024 and shall concluded at 5:00 P.M. (IST) on Thursday, 07[th] November 2024. The Postal Ballot results will be submitted within Two Working days from the conclusion of the e-voting period, with the stock exchange in accordance with the Listing Regulations.

Kindly take the same on records and acknowledge the receipt.

Thanking You Yours faithfully

For and on behalf of Antarctica Limited

Rajesh Digitally signed by Rajesh Mangilal Mangilal Sharma Date: 2024.10.08 Sharma 16:04:18 +05'30'

Rajesh Mangilal Sharma Whole-time director DIN: 10479481

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 &22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

REMOTE E-VOTING STARTS ON REMOTE E-VOTING ENDS ON WEDNESDAY, OCTOBER 09, 2024 THURSDAY, NOVEMBER 07, 2024

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and other applicable provisions of the Act and Rules, along with the General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFDPoD2/P/CIR/2023/167 dated October 07, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India (collectively referred to as “SEBI Circulars”) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to other applicable laws and regulations that the resolution appended below is proposed to the Members of Antarctica Limited (“the Company”) to be passed by way of postal ballot, only through remote voting by electronic means (“remote e-voting”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

The Board of Directors has appointed Mr. Alkesh Jalan of M/s. Jalan Alkesh & Associates, Practicing Company Secretaries as scrutinizer for conducting the Postal Ballot by remote e-voting process in a fair and transparent manner.

In compliance with the provisions of Section 108 and 110 of the Act(s), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 ("Listing Regulations") the Company is providing e- voting facility to its members for voting on the resolution contained in this Postal Ballot Notice through

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

National Securities Depository Limited ("NSDL"). The members can vote on the resolutions through remote e-voting facility only. Assent or dissent of the members on the resolution mentioned in Postal Ballot Notice would only be taken through the remote e-voting system as per the MCA Circulars. During the e-voting period, members of the company, holding shares either in physical form or in dematerialized form, as on Friday, October 04, 2024 can cast their vote electronically. The remote e- voting facility will be available from 9:00 Hours (IST) on Wednesday, October 09, 2024 up to 17:00 Hours (IST) on Thursday, November 07, 2024 failing which it will be considered that no vote has been received from the shareholder. The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto.

After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman of the Company of the Company. The result of the Postal Ballot would be announced by Chairman or Executive Director or any person as may be authorized by her not later than two working days from the conclusion of the e-Voting period and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.antarctica-packaging.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.

The last date of e-voting, i.e. November 07, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESSES:

- Item of businesses requiring consent of shareholders through Postal Ballot (remote e voting): ITEM No-1: INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 13, 61, & 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and reenactment( 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 Authorized Share Capital of the Company from existing Rs. 67,00,00,000/- (Rupees Sixty-Seven Crores Only) divided into 67,00,00,000 (Sixty-Seven Crores Only) equity shares of face value of Re.1/- (Rupee One Only) to Rs. 112,00,00,000 (Rupees One Hundred and Twelve Crores Only) consisting of 112,00,00,000 (One Hundred and Twelve Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.

RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V:

“The Authorized Share Capital of the Company is Rs. 112,00,00,000 (Rupees One Hundred and Twelve Crores Only) consisting of 112,00,00,000 (One Hundred and Twelve Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.”

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this resolution) and/or the Company Secretary of the Company, be and is hereby severally authorized to take such steps as may be necessary and generally to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the above resolution(s), on behalf of the Company.”

ITEM No.-2: PREFERENTIAL ALLOTMENT OF UPTO 43,26,08,691 FULLY CONVERTIBLE WARRANTS TO THE PERSONS BELONGING TO NON-PROMOTER, PUBLIC CATEGORY

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, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Companies Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under including any statutory modification(s) thereto or re-enactment thereof for the time being in force, enabling provisions in Memorandum and Articles of Association of the Company, provisions of the listing agreement executed with the Stock Exchanges, where the shares of the Company are listed (“Stock Exchange”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended, the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“Takeover Regulations”) as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Reserve Bank of India (“RBI”), Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, RBI, Stock Exchange, and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and 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 include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 43,26,08,691 Fully Convertible Warrants (“Warrants”) carrying a right exercisable by the Warrant holder to subscribe to one Equity Share of face value of Re 1/- (Rupee One Only) each per Warrant, to persons belonging to ‘Non-Promoter, Public Category’, at an issue price of Rs.2.30/- in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 99,49,99,989.30/-, on such further terms and conditions as detailed herein below, to the below mentioned persons (“Proposed Allottees”):

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

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S. Name of the Proposed Allottees Warrants to be
No. allotted on
Preferential basis
Maximum Quantity
for the respective
allottee
1 Gokalbhai Chaudhari 3,47,82,608
2 Danliben Chaudhari 3,47,82,608
3 Ronak Kumar 1,52,17,391
4 Balmukund Tradelink Private Limited 4,17,39,130
5 Eklingji Broking LLP 5,09,13,043
6 Banke Tradelink Private Limited 5,30,43,478
7 Moneystar Tradelink Private Limited 3,95,65,217
8 Mithlesh Consultancy LLP 4,39,13,043
9 Katyayani Tradelink Private Limited 3,47,82,608
10 Someshwara Tradelink Private Limited 4,00,00,000
11 Satvat Agro LLP 4,38,69,565
Total 43,26,08,691
----- End of picture text -----

RESOLVED FURTHER THAT the 'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the Warrants proposed to be allotted to the above mentioned allottees is, Tuesday, October 08, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution being the last date of remote e-voting i.e. November 07, 2024).

RESOLVED FURTHER THAT aforesaid issue of Warrants shall be subject to the following terms and conditions:

• a) The conversion of warrants into equity shares is to be done on or before the expiry of eighteen (18) months from the date of allotment of warrants in terms of SEBI ICDR Regulations.

• b) The Proposed Allottee(s) shall, on or before the date of allotment of Warrants, pay an amount equivalent to at least 25% of the Warrant Issue Price fixed per Warrant in terms of the SEBI ICDR Regulations which will be kept by the Company to be adjusted and appropriated against the Warrant Issue Price of the Equity Shares. The balance 75% of the Warrant Issue Price shall be payable by the Warrant Holder at the time of exercising the Warrants.

• c) Warrants, being allotted to the Proposed Allottee(s) and the Equity Shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock- in for such period as may be prescribed under SEBI ICDR Regulations.

• d) Warrants so allotted under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI (ICDR) Regulations except to the extent and in the manner permitted there under.

• e) Warrants shall be issued and allotted by the Company only in dematerialized form within a period of 15 days from the date of passing a Special Resolution by the members, provided that where the issue and allotment of said warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or Regulatory Authorities,

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or Regulatory Authorities etc.

• f) Warrants shall be issued and allotted by the Company only in dematerialized form.

• g) The consideration for allotment of Warrants and/or Equity Shares arising out of exercise of such Warrants shall be paid to the Company from the bank account of the Proposed Allottee(s).

• h) In the event the Warrant Holder(s) do not exercise Warrants within the Warrant Exercise Period of 18 months from the date of allotment, the Warrants shall lapse and the amount paid shall stand forfeited by the Company.

• i) Upon exercise of the option to convert the convertible Warrants within the tenure specified above, the Company shall ensure that the allotment of equity shares pursuant to exercise of the convertible Warrants is completed within 15 days from the date of such exercise by the allottee of such warrants.

• j) The Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder any voting rights in the Company in respect of such Warrants. However, warrants holders shall be entitled to any corporate action such as issuance of bonus shares, right issue, split or consolidation of shares etc. announced by the Company between the date of warrants allotment and their conversion into Equity Shares.”

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted upon conversion of Warrants shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of face value of Re. 1/- (Rupee One Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT subject to any applicable statutory approval(s) or permission(s), if required, the aforesaid approval accorded by the members of the Company, shall not become infructuous in its entirety for the mere reason that if any of the above Proposed Allottee(s) is/are held either ineligible or disqualified or otherwise failed to comply with any of the statutory requirement including the terms of this approval by members; and the Board/Committee(s) of the Board may, in the best interest of the Company, give effect to this resolution after eliminating the name(s) of such Proposed Allottee(s).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company and/or any Committee constituted by the Board for this purpose and/or Executive Director and/or KMP of the Company be and are hereby authorized severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchange for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Warrants, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders/board.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

RESOLVED FURTHER THAT in connection with any of the foregoing resolutions, the Board of Directors/Committee(s) of the Board and/or Executive Director and/or KMP of the Company be and are hereby severally authorized to execute and deliver any and all other documents, papers and to do or cause to be done any and all acts or things as may be necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing resolutions for the preferential issue; and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date hereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorized severally to settle any question, difficulty or doubt that may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any committee of directors or the Executive Director or any director(s) or any other Key Managerial Personnel or any other officer(s) of the Company.”

By order of the board of Antarctica Limited Digitally signed by Rajesh Mangilal Rajesh Mangilal Sharma Sharma Date: 2024.10.08 16:05:03 +05'30'

Rajesh Mangilal Sharma

Whole-Time Director DIN: 10479481

Date: October 07, 2024 Place: Kolkata Notes:

1. The explanatory statement pursuant to Sections 102 and 110 of the Act stating all material facts and the reasons for the proposal is annexed herewith. It also contains all the disclosures as specified in the Act, Listing Regulations and MCA Circulars.

2. The Postal Ballot Notice is being sent to all the Members of the Company whose names appear on the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), (NSDL together with CDSL, (the “Depositories”) and is available with the Company as on October 04, 2024. A copy of this Postal Ballot Notice will also be available on the website of the Company www.antarcticapackaging.com the relevant section of the websites of the Stock Exchange on which the Equity Shares of the Company are listed and the website of the National Securities Depository Limited.

3. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the members as on October 04, 2024. A person who is not a shareholder on this date should treat this notice for information purpose only.

4. The Company is sending Postal Ballot Notice in electronic form only. To facilitate such members to receive this notice electronically and cast their vote electronically, the Company has made special arrangement with its Registrar & Share Transfer Agent for registration of email addresses in terms of the MCA Circulars.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

1. In compliance with Sections 108 and 110 of the Act and the Rules made thereunder and Regulation 44 of "Listing Regulations". The Company has provided the facility to the members to vote on the resolution through the e-voting facility arranged by National Securities Depository Limited. The instructions for e-voting are annexed to this Postal Ballot Notice. All the members are requested to cast their votes only through remote e-voting. A member cannot exercise vote by sending physical Postal Ballot.

2. After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman of the Company of the Company. The result of the Postal Ballot would be announced by Chairman or Executive Director or any person as may be authorized by her not later than two working days from the conclusion of the e-Voting period and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.antarctica-packaging.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.

3. The last date of e-voting, i.e. November 07, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

4. All the material documents referred to in the explanatory statement will be available or inspection electronically and at the registered office of the Company, during office hours on all working days from the date of dispatch of the Postal Ballot Notice until the last date for receipt of votes by remote e-voting. Members seeking electronic inspection of such documents can send an email to www.antarctica-packaging.com

INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

The manner of voting by (a) individual shareholders holding shares of the Company in demat mode, (b) Shareholders other than individuals, holding shares of the Company in demat mode and shareholders holding securities in physical mode and c) Shareholders who have not registered their e-mail address/mobile, is explained in the instructions given herein below:

- 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 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.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

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

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are 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 Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues

related to login through Depository i.e. NSDL and CDSL.

related to login through Depository i.e. NSDL and CDSL.	related to login through Depository i.e. NSDL and CDSL.	related to login through Depository i.e. NSDL and CDSL.	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 evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 -2499 7000 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
	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 evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 -2499 7000
	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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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.

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.

1. Your User ID details are given below :

==> picture [451 x 218] intentionally omitted <==

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Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client
demat account with NSDL. 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
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given below:
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Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system. - How to cast your vote electronically 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 whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

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

4. 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.

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

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

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

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

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 jalanalkesh@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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 : 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.co.in

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 (self-attested scanned copy of Aadhar Card) by email to : info@antarcƟcapackaging.com

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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to info@antarcƟca-packaging.com

3. If you are an Individual shareholders 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 for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in 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.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

EXPLANATORY STATEMENT :

As required by Section 102(1) and 110 of the Companies Act, 2013 (the “Act”), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No.1 to 2 of the accompanying Notice dated September 28, 2024.

ITEM NO. 1

Considering the overall business growth and future expansion and the operational needs of the Company, the Company needs to raise funds for its operations by means of either equity or further debt. While the Company is considering the various options, it is proposed to increase the Authorised Share Capital as per applicable provisions of the Companies Act, 2013 and its corresponding rules, amendments thereof.

It is proposed to increase the Authorised Share Capital of the Company from existing Rs. 67,00,00,000/- (Rupees Sixty-Seven Crores Only) divided into 67,00,00,000 (Sixty-Seven Crores Only) equity shares of face value of Re.1/- (Rupee One Only) to Rs. 112,00,00,000 (Rupees One Hundred and Twelve Crores Only) consisting of 112,00,00,000 (One Hundred and Twelve Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.

The increase in the Authorized Share Capital of the Company will also require consequential amendment in the Clause V of the Memorandum of Association of the Company and pursuant to Section 13 and 61 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing an Ordinary Resolution to that effect.

The Board of Directors recommends the resolution at item no. 1 to be passed as Ordinary Resolution.

None of the Directors/Key Managerial Personnel and their relatives is concerned or interested in the passing of the aforesaid resolution(s) as mentioned at item no. 1 above, except to the extent of their shareholding, if any.

Item No.2

The Special Resolution contained in Item No. 2 of the notice, has been proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, to issue and allot up to 43,26,08,691 Fully Convertible Warrants (“Warrants”) carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to ‘Non-Promoter, Public Category’, on preferential basis, at an issue price of Rs. 2.30/- in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 99,49,99,989.30/-.

The proposed Preferential Issue is to be issued to the persons belonging to ‘Non-Promoter, Public Category’ as per the details disclosed in the respective resolution. The preferential issue shall be made in terms of Chapter V of the SEBI ICDR Regulations, 2018 and applicable provisions of Companies Act, 2013. The said proposal has been considered and approved by the Board in its meeting held on September 28, 2024.

The approval of the members is accordingly being sought by way of passing a ‘Special Resolution’ under Sections 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI ICDR Regulations for Item No. 2 of the Notice.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, in terms of NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 with respect to the additional disclosures for objects of the issue and Regulation 163 of the SEBI (ICDR), Regulations are set forth below:

I.Particulars of the offer including date of passing of Board resolution, kind of Securities offered, maximum number of Securities to be issued, manner of issue of shares, class or classes of persons to whom allotment is proposed to be made and the Issue Price.

The Board of Directors at its meeting held on September 28, 2024 has, subject to the approval of the Members and such other approvals as may be required, approved the issuance and allotment of up to 43,26,08,691 Fully Convertible Warrants at an issue price of Rs. 2.30/- for an aggregate amount of up to 99,49,99,989.30/- for cash, by way of a preferential issue to the persons belonging to ‘NonPromoter, Public Category

II. Objects of the Preferential Issue

Objects of the Preferential Issue Objects of the proposed Fund Raising under separate head:

Subject to applicable laws and regulations, our Company intends to use the Net Proceeds to finance (in whole or part) one or more, or any combination of the following: (a) working capital requirements, including repayment or prepayment thereof, meeting various expenditure of the Company including contingencies; (b) capital expenditure, including towards development, refurbishment and renovation of our assets (c) any other cost incurred towards the main business objects of the Company; and (d) financing of business opportunities, strategic initiatives; and/or (e) general corporate purpose. However, the funds to be used for general corporate purposes shall not exceed twenty-five percent of the funds to be raised through this preferential issue.

The Proceeds are proposed to be deployed towards the purpose set out above and not proposed to be utilized towards any specific project. Accordingly, the requirement to disclose: (i) the break-up of cost of the project, (ii) means of financing such project, and (iii) proposed deployment status of the proceeds at each stage of the project, are not applicable.

Though, the requirement stipulated by NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 with respect to the additional disclosures for objects of the issue is not applicable as the issue size of the preferential issue is less than Rs. 100 Crore

Schedule of Implementation and Deployment of Funds

Since present preferential issue is for equity shares and convertible warrants, issue proceeds in respect of warrants shall be received by the Company in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI (ICDR) Regulation, and as estimated by our management, the entire proceeds received from the issue would be utilized for the all the abovementioned objects, in phases, as per the company’s business requirements and availability of issue proceeds, latest by August, 2026. However, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

If the Issue Proceeds are not utilized (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilized in subsequent periods in such manner as may be determined by the Board, in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.

Interim Use of Proceeds Our management

Our Company will have flexibility to deploy the Gross Proceeds. Pending utilization of the Gross Proceeds will be deposited only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934.

III. Relevant Date

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determining the floor price for the Preferential Allotment of warrants is Tuesday, October 08, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution being the last date of remote e-voting i.e. November 07, 2024).

IV. Basis on which the price has been arrived at and justification for the price (including premium, if any);

The Equity Shares of the Company are listed National Stock Exchange of India Limited (NSE). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and floor price has been determined in accordance with the SEBI ICDR Regulations.

In case of the frequently traded shares, as per Regulation 164(1) of the SEBI (ICDR) Regulations, 2018, a minimum issue price of the Convertible Warrants in preferential issue has to be calculated as under:

• a. the 90 trading days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; which computes to Rs. 1.73/or

• b. the 10 trading days volume weighted average price of the related equity shares quoted on a recognized stock exchange preceding the relevant date; which computes to Rs. 2.00/-.

Whichever is higher

In terms of the provisions of Regulation 164(1) of the SEBI ICDR Regulations, the minimum price at which the warrants may be issued computes to Rs. 2.00/- each.

Further, Method of determination of price as per the Articles of Association of the Company is not applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares/Convertible warrants issued on preferential basis.

As the proposed allotment is more than 5% of the post issue fully diluted share capital of the company, to an allottee or to allottees acting in concert. Hence, Regulation 166A of SEBI ICDR Regulations, the Company has obtained a valuation report from an independent registered valuer for determining the

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

price. The price determined through Valuation report of Mr. Manish Manwani, Registered valuer (IBBI/RV/03/2021/14113) i.e., Rs. 2.00/- per warrant. The said report is available under the “Notices” tab document titled “Valuation Report for Preferential issue” on the website of the Company at www.antarctica-packaging.com.

After considering the above, it was decided to issue these warrants to be allotted on preferential basis to the proposed allottees at a price of Rs. 2.30/- each.

V. Amount which the company intends to raise by way of such securities;

Aggregate amount of up to Rs. 99,49,99,989.30/-

VI. Name and address of valuer who performed valuation;

Mr. Manish Manwani, Unit No. 125, Tower B-3, SpazeItech Park, Sohna Road, Sector-49, Gurugram, Haryana-122018, Registered valuer (IBBI/RV/03/2021/14113)

VII. Principal terms of Assets charged as securities: Not Applicable

VIII. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer : Not Applicable

IX. Valuation for consideration other than cash: Not Applicable

X. The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer :

None of the Promoters or promoter group or Directors or key managerial personnel of the Company intend to subscribe to the offer.

XI. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects: Nil

XII. The Shareholding Pattern of the issuer before and after the preferential issue

==> picture [453 x 162] intentionally omitted <==

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Category Pre-Issue Warrants to Post Issue
Shareholding be allotted Shareholding
(Presuming full
conversion of
Warrants)
No. of fully % No. of fully %
paid up paid up
equity equity
shares held shares held
A) Promoter Shareholding
A1) Indian
a) Individuals & HUF 31,32,567 2.02 - 31,32,567 0.53
----- End of picture text -----

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

==> picture [461 x 373] intentionally omitted <==

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

A2) Foreign Promoters - - - - -
Total Promoter
31,32,567 2.02 - 31,32,567 0.53
Shareholding A=A1 +A2
B) Public Shareholding
3,25,000 0.21 3,25,000
B1) Institutions (Domestic) - 0.06
B2) Institutions (Foreign) 7,13,900 0.46 - 7,13,900 0.12
B3) Central Govt./State 46,000 0.03 - 46,000 0.01
Govt./POI
B4) Others
a) Directors and their
relatives (excluding - - -
4,000 4,000
independent directors and
nominee directors)
b) Key Managerial Personnel 12,000 0.01 - 12,000 -
c) Individuals 13,30,85,588 85.86 8,47,82,607 21,78,68,195 37.08
d) Bodies Corporate 42,28,484 2.73 20,91,30,433 21,33,58,917 36.31
e) Non Resident Indians 19,04,401 1.23 - 19,04,401 0.32
(NRIs)
f)Others (Clearing Members,
1,15,57,660 7.46 13,86,95,651 15,02,53,311 25.57
HUF, LLP, Trusts )
Total Public Shareholding
15,18,77,033 97.98 43,26,08,691 58,44,85,724 99.47
B=B1+B2+ B3+B4
C) Non-Promoter - Non-Public - - - - -
Total Shares (A+B+C) 15,50,09,600 100.00 43,26,08,691 58,76,18,291 100.00
----- End of picture text -----

Notes: (1) The pre-issue shareholding pattern is based on the latest shareholding pattern filed with stock exchange i.e. June 30, 2024

(2) Post shareholding structure may change depending upon any other corporate action in between.

XIII. Proposed time limit within which the allotment shall be completed:

In terms of Regulation 170 of the SEBI ICDR Regulations, preferential allotment of said warrants will be completed within a period of 15 (fifteen) days from the date of passing of such resolution provided that where the issue and allotment of said warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or Regulatory Authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or Regulatory Authorities etc.

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

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

The Company has not made any preferential allotment during the period from April 1, 2024 till the date of this Notice

XV. The identity of the natural persons who are the ultimate beneficial owners of the securities proposed to be allotted and/or who ultimately control the proposed allottee(s):

==> picture [427 x 348] intentionally omitted <==

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

S. Name of the proposed Category Type of Name of
No allottee securities Ultimate
Beneficial
Owner
Gokalbhai Chaudhari Non Promoter Warrants Not Applicable
1.
Public
Danliben Chaudhari Non Promoter Warrants Not Applicable
2.
Public
Ronak Kumar Non Promoter Warrants Not Applicable
3.
Public
Balmukund Tradelink Non Promoter Warrants Jay Bharatbhai
4.
Private Limited Public Shah
Eklingji Broking LLP Non Promoter Warrants Jigar Pankajbhai
5.
Public Dave
Banke Tradelink Private Non Promoter Warrants Jagdip
6. Limited Public Panachand
Vora
Moneystar Tradelink Non Promoter Warrants Vijaykumar
7. Private Limited Public Mansukhbhai
Chavda
Mithlesh Consultancy Non Promoter Warrants Ranjanben
8. LLP Public Jayantibhai
Vaghela
Katyayani Tradelink Non Promoter Warrants Ajay Maruda
9.
Private Limited Public
Someshwara Tradelink Non Promoter Warrants Asif Amin
10.
Private Limited Public Sekhani
Satvat Agro LLP Non Promoter Warrants Vishal
11.
Public Manojbhai Shah
----- End of picture text -----*

*Being allotee a natural Person

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

Name	Pre-Issue Shareholding Structure	Pre-Issue Shareholding Structure	No. of Warrants to be Allotted	Post Equity Shareholding (Presuming full conversion of Warrants)	Post Equity Shareholding (Presuming full conversion of Warrants)
	No. of shares*	%		No. of shares	%**
Gokalbhai Chaudhari	0	0	3,47,82,608	3,47,82,608	5.92
Danliben Chaudhari	0	0	3,47,82,608	3,47,82,608	5.92

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

==> picture [432 x 241] intentionally omitted <==

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

Ronak Kumar 0 0 1,52,17,391 1,52,17,391 2.59
Balmukund 20 0
Tradelink Private 4,17,39,130 4,17,39,150 7.10
Limited
Eklingji Broking 0 0
5,09,13,043 5,09,13,043 8.66
LLP
Banke Tradelink 0 0
5,30,43,478 5,30,43,478 9.03
Private Limited
Moneystar 0 0
Tradelink Private 3,95,65,217 3,95,65,217 6.73
Limited
Mithlesh 20 0
4,39,13,043 4,39,13,063 7.47
Consultancy LLP
Katyayani 0 0
Tradelink Private 3,47,82,608 3,47,82,608 5.92
Limited
Someshwara 0 0
Tradelink Private 4,00,00,000 4,00,00,000 6.81
Limited
Satvat Agro LLP 0 0 4,38,69,565 4,38,69,565 7.47
----- End of picture text -----

*pre-preferential holding of the proposed allottees is based on the latest BENPOS dated October 04, 2024 available with the company.

**These percentages have been calculated on the basis of post preferential issue capital on fully diluted basis i.e. Rs. 58,76,18,291/- divided into 58,76,18,291 Equity Shares of Re. 1/- (Rupees One Only) each assuming full conversion of 43,26,08,691 warrants into equity.

Thus, there will be no change in the control or management of the Company pursuant to the proposed preferential issue. However, voting rights will change in tandem with the shareholding pattern

XVII. Lock-in Period:

• a) The warrants to be allotted shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations .

• b) The entire pre-preferential allotment shareholding, if any, of the Proposed Allottees, shall be locked-in as per Chapter V of the SEBI ICDR Regulations.

XVIII. Undertakings:

• None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.

• None of its Directors or Promoters is fugitive economic offenders as defined under the SEBI ICDR Regulations.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

• As the equity shares have been listed on a recognized Stock Exchange(s) for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation163(1)(h) is not applicable.

• None of the allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date

XIX. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a willful defaulter or fraudulent borrower: Not Applicable

XX. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non- promoter:

==> picture [427 x 207] intentionally omitted <==

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

Name of the Allottees Current Status Post Status
Gokalbhai Chaudhari Non-Promoter, Public Non-Promoter, Public
Danliben Chaudhari Non-Promoter, Public Non-Promoter, Public
Ronak Kumar Non-Promoter, Public Non-Promoter, Public
Balmukund Tradelink Private Non-Promoter, Public Non-Promoter, Public
Limited
Eklingji Broking LLP Non-Promoter, Public Non-Promoter, Public
Banke Tradelink Private Non-Promoter, Public Non-Promoter, Public
Limited
Moneystar Tradelink Private Non-Promoter, Public Non-Promoter, Public
Limited
Mithlesh Consultancy LLP Non-Promoter, Public Non-Promoter, Public
Katyayani Tradelink Private Non-Promoter, Public Non-Promoter, Public
Limited
Someshwara Tradelink Non-Promoter, Public Non-Promoter, Public
Private Limited
Satvat Agro LLP Non-Promoter, Public Non-Promoter, Public
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XXI. Practicing Company Secretary’s Certificate:

The certificate from Cs Vishaka Agrawal Practicing Company Secretaries, certifying that the preferential issue of warrants is being made in accordance with requirements of Chapter V of SEBI ICDR Regulations has been obtained considering the said preferential issue. The copy of said certificate is available under the “Notices” tab document titled “PCS certificate for Preferential issue” on the website of the Company at www.antarctica-packaging.com.

XXII. Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution .

None of the Directors/ Key Managerial Personnel of the Company/ their relatives is/ are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item no. 2 of this Notice except to the extent of their respective shareholding entitlements in the Company, if any.

The Board of Directors recommends the resolutions as set out in Item No. 2 of this notice for the issue of warrants on a preferential basis, to the proposed allottees by way of Special Resolution.

Antarctica Limited

41/A, Tara Chand Dutta Street, Chittaranjan Avenue (Kolkata), Kolkata West Bengal, India, 700073 CIN : L46695WB1991PLC051949

Email: info@antarctica-packaging.com; Website: www.antarctica-packaging.com

By order of the board of Antarctica Limited Rajesh Digitally signed by Rajesh Mangilal Mangilal Sharma Date: 2024.10.08 Sharma 16:06:04 +05'30'

Rajesh Mangilal Sharma

Whole-Time Director DIN: 10479481

Date: October 07, 2024 Place: Kolkata