ASGARD ALCOBEV LIMITED - Proxy Solicitation & Information Statement 2024

INERTIA STEEL LIMITED

CIN: L51900MH1984PLC033082

Registered Office Address : Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road Poiser, Kandivali West, Mumbai, Maharashtra, In, 400067 Phone No: +19-7030595007 Email Id: [email protected] Website: www.inertiasteel.com

Date: June 05, 2024

To, The Listing Compliance BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

Ref. BSE Scrip Code: 512025

Sub: - Notice of Extraordinary General Meeting for the financial year 2024-25

Dear Sir,

Further to our letter dated May 27, 2024 intimating the date of Extra-ordinary General Meeting (EGM) for the Financial Year 2024-25 of the Members of the Company and pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, please find enclosed herewith the Notice of EGM for the FY 24-25 of the Company to be held on Saturday, June 29, 2024 at 11:00 A.M. at the Registered office of the Company at Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road Poiser, Kandivali West, Mumbai - 400067.

This is for the information and records of the Exchange.

Thanking You

Yours Sincerely,

For Inertia Steel Limited

JITENDRA Digitally signed by JITENDRA RAJENDRA PATIL RAJENDRA PATIL Date: 2024.06.05 14:03:32 +05'30'

Jitendra Rajendra Patil Company Secretary & Compliance Officer

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Inertia Steel Limited

CIN: L51900MH1984PLC033082

Registered Office: Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road, Poiser Borivali West, Kandivali West, Mumbai – 400067 Email: [email protected] Website: www.inertiasteel.com Contract: +91-7030595007

NOTICE TO THE MEMBERS

NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of Inertia Steel Limited (Company) will be held on Saturday, June 29, 2024 at 11:00 A.M. at the Registered Office of the Company situated at Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road, Poiser Borivali West, Kandivali West, Mumbai – 400067, to transact the following business:

SPECIAL BUSINESSES:

I. INCREASE IN AUTHORISED SHARE CAPITAL

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 Sections 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital & Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the members of the Company be and is hereby accorded for increasing the Authorized Share Capital of the Company from existing Rs. 25,00,000 (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lac Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,00,00,000/(Rupees Twelve Crores) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of having face value of Rs.10/- (Rupees Ten Only) by creating additional Rs.11,75,00,000 (Rupees Eleven Crores Seventy Five Lacs Only) Equity Shares of Rs. 10/- each ranking pari passu with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 13 read with Section 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to the approval of Shareholders of the Company, the existing clause V of the Memorandum of Association of the Company be substituted as follows:

V (a) The Authorised Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Any Shares of the Original or increased capital may from time to time issued with guarantee or any right or preference whether in respect of dividend or repayment of capital or both or any other Special privilege or advantage over any shares previously issued or then about to issued or with deferred or qualified rights as compared with any shares previously issued or subject to any provisions or conditions and with any special right or without any right of voting and generally on such terms as the Company may from time to time determine.
(b) The rights of the holders of any class of shares for the time being forming part of the Capital of the Company may be modified, altered, varied, extended or surrendered with consent in writing of the holders of three- fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the issued shares of that class.

RESOLVED FURTHER THAT any of the Directors the Company, be and is hereby authorized to sign and file all necessary documents and forms as may be deemed necessary in this connection with the Registrar of Companies and to do all such acts, deeds and things as may be necessary and expedient for giving effect to this resolution.”

II. TO CONSIDER AND APPROVE ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS FOR CONSIDERATION IN OTHER THAN 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 Sections 23, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment thereof for the time being in force) (“the Act”) and the enabling provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR), Regulations”) and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (Takeover) Code”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India (“GOI”), Reserve Bank of India (“RBI”) and the provisions of the Foreign Exchange Management Act, 1999, the Registrar of Companies (the “ROC”), Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”) and the Stock Exchanges where the shares of the Company are listed (“Stock Exchanges”) and/or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the Members of the Company be and is hereby accorded to the Board to create offer, issue allot and deliver in one or more tranches up to 85,00,000 (Eighty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) at a price of Rs. 12/- (Rupees Twelve Only) per Equity Share on a preferential basis (“Preferential Allotment Price”), aggregating to not exceeding Rs. 10,20,00,000/- (Rupees Ten Crores Twenty Locs Only), 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”), for consideration other than cash (i.e. swap of shares of Proposed Allottee as listed in the below table) towards payment of the total consideration payable for the acquisition of 99,96,000 Equity Shares representing 99.96% shareholding of the Banganga Paper Mills Limited (“BPML” or “Target Company”) on a preferential basis (“Preferential Allotment”), who are not a Promoter and who does not belong to the Promoter Group of the Company, pursuant to the such terms and conditions, as determined by the Board, in accordance with the SEBI ICDR Regulations, and other applicable laws and the aforesaid 85,00,000 fully paid-up Equity Shares shall be issued and allotted to the Proposed Allottees, on a proportionate basis in proportion to the shareholding held by them in BPML.

Details of the Proposed Allottees

Sr. No.	Name of the Proposed Allottees	No. of Equity Shares to be swapped in BPML	No. of Equity Shares to Issue and Allot of Inertia Steel Limited against swapping	Current Status / Category	Proposed Status / Category
1.	Karbhari Pandurang Dhatrak	24,99,000	21,25,000	Non- Promoter	Promoter
2.	Jayashree Kabhari Dhatrak	49,98,000	42,50,000	Non- Promoter	Promoter
3.	Chetan Karbhari Dhatrak	24,99,000	21,25,000	Non- Promoter	Promoter
	Total	99,96,000	85,00,000

RESOLVED FURTHER THAT the equity shares to be issued and allotted to the proposed Allottees 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.

RESOLVED FURTHER THAT the “Relevant Date” for the purpose of determination of the price of the equity shares to be issued and allotted as above, as per SEBI ICDR Regulations is May 30, 2024, being the date 30 (thirty) days prior to the date of this Extra Ordinary General Meeting and the minimum issue price has been determined accordingly in terms of the provisions of chapter V of the SEBI ICDR Regulations.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of equity shares under preferential allotment to the Proposed Allottees shall be subject to the following terms and conditions, apart from others, as prescribed under applicable laws:

(i) 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.
(ii) The equity shares to be allotted shall be subject to lock-in for such period, as specified in the provisions of Chapter V of the SEBI ICDR Regulations and allotted equity shares shall be listed on the stock exchanges subject to the receipt of necessary permissions and approvals.
(iii) The equity shares shall be allotted in dematerialized form within a period of 15 days from the date of passing 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 receipt of last of such approval or permissions.
(iv) The Equity Shares so offered, issued and allotted shall not exceed the number of Equity Shares as approved herein above.
(v) 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 is authorized to take necessary steps for listing the equity shares, issued and allotted to the Proposed Allottees on BSE Limited, where the securities of the Company are listed, as per SEBI (LODR) Regulations, 2015 and other applicable laws and regulations.

RESOLVED FURTHER THAT the Board is 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 the members of the company take note of the Certificate issued from the Practicing Company Secretary, certifying that the proposed issued of equity shares on preferential basis is being made in accordance with the SEBI ICDR Regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised 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 Preferential 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 Exchange as appropriate and utilisation of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchange for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations 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 the Board be and is 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)/Company Secretary/ any Officer(s) of the Company to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with the above, and all incidental and ancillary things done are hereby specifically approved and ratified.”

III. TO CONSIDER AND APPROVE ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE NON-PROMOTER PUBLIC CATEGORY INVESTOR FOR CASH.

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

Exchanges”) and/or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the Members of the Company be and is hereby accorded to the Board to create offer, issue allot and deliver in one or more tranches up to 32,30,000 (Thirty Two Lacs Thirty Thousand) Equity Shares of Rs. 10/(Rupees Ten Only) each, on a preferential basis to the proposed allottee(s) as mentioned below, for cash at a price of Rs. 12/- (Rupees Twelve Only) per Equity Share (including a premium of Rs. 2/- (Rupees Two Only) (“Preferential Allotment Price”), aggregating to Rs. 3,87,60,000/- (Rupees Three Crores Eight Seven Lacs Sixty Thousand Only), 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”) 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 or other provisions of applicable law as may be prevailing at the time.

Details of Proposed Allottees

Sr. No.	Name of the Proposed Allottee	No. of Equity Shares to be allotted	Current Status / Category	Proposed Status / Category
1.	Manohar Lal Ahuja	5,000	Non-Promoter	Non-Promoter
2.	Gurpreet Singh Chawla	5,000	Non-Promoter	Non-Promoter
3.	Ganesh Shankar Gupta	5,000	Non-Promoter	Non-Promoter
4.	Priyanka Maheshwari	5,000	Non-Promoter	Non-Promoter
5.	Abhishek Gupta	50,000	Non-Promoter	Non-Promoter
6.	Sumit Kumar Gupta	5,50,000	Non-Promoter	Non-Promoter
7.	Manisha Gupta	3,50,000	Non-Promoter	Non-Promoter
8.	Pulakeshin Private Limited	3,50,000	Non-Promoter	Non-Promoter
9.	Ankur Bhupendra Shah	5,53,000	Non-Promoter	Non-Promoter
10.	Harshal Devendrakumar Sanghavi	1,16,500	Non-Promoter	Non-Promoter
11.	Dhaval Kamal Zaveri	50,000	Non-Promoter	Non-Promoter
12.	Manshi Dhaval Zaveri	50,000	Non-Promoter	Non-Promoter
13.	Patel Vinod Natubhai HUF	1,15,000	Non-Promoter	Non-Promoter
14.	Pragna Vinod Patel	1,15,000	Non-Promoter	Non-Promoter
15.	Vinod Natubhai Patel	1,15,500	Non-Promoter	Non-Promoter
16.	Mulchand Karamshi Mota	5,67,000	Non-Promoter	Non-Promoter
17.	Vasanti Gunvant Sheth	50,000	Non-Promoter	Non-Promoter
18.	Parul Arun Verma	50,000	Non-Promoter	Non-Promoter
19.	Naresh Chandra Gupta	28,000	Non-Promoter	Non-Promoter
20.	Ashwin Fulchand Karania HUF	1,00,000	Non-Promoter	Non-Promoter
	Total	32,30,000

subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

(i) 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.
(ii) The equity shares to be allotted shall be subject to lock-in for such period, as specified in the provisions of Chapter V of the SEBI ICDR Regulations and allotted equity shares shall be listed on the stock exchanges subject to the receipt of necessary permissions and approvals.
(iii) The equity shares shall be allotted in dematerialized form within a period of 15 days from the date of passing 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 receipt of last of such approval or permissions.
(iv) The Equity Shares so offered, issued and allotted shall not exceed the number of Equity Shares as approved herein above.
(v) 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.

Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchange for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations 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 all actions taken by the Board in connection with the above, and all incidental and ancillary things done are hereby specifically approved and ratified.”

IV. INCREASE IN BORROWING LIMITS.

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 Section 180(1)(c ) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, if any, for the time being in the force) (‘Act’) and Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’ which term shall include any Committee constituted by the Board to exercise its powers, including powers conferred by this resolution) to borrow from time to time, any sum or sums of monies (including non-fund based facilities) at its discretion for the purpose of the business of the Company, from any one or more Banks and/ or Financial Institutions and/or any other lending institutions in India or abroad and/or Bodies Corporate, whether by way of cash credit, advance, loans or bill discounting, issue of Non-Convertible Debentures / Fully Convertible Debentures/ Partly Convertible Debentures with or without detachable or non-detachable warrants or warrants of any other kind, bonds, external commercial borrowings or other debt instruments, or otherwise and with or without security and upon such terms and conditions as may be considered suitable by the Board, provided that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Bankers of the Company in the ordinary course of business) shall not at any time exceed the limit of Rs. 150 crore (Rupees One Hundred Fifty Crore) or the aggregate of the paid-up capital, free reserves and securities premium account of the Company, whichever is higher.”

“FURTHER RESOLVED THAT the Board of Directors of the company, be and is hereby authorized to delegate all or any of the powers conferred on it by or under the foregoing Special Resolution to any Committee of Directors of the company or to any Director of the company or any other officer(s) or employee(s) of the company as it may consider appropriate in order to give effect to this resolution.”

“RESOLVED FURTHER THAT the Board and such person(s) authorized by the Board be and are hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this resolution, including but not limited to settle any questions or resolve difficulties that may arise in this regard.”

V. POWER TO CREATE CHARGE ON THE ASSETS OF THE COMPANY TO SECURE BORROWINGS PURSUANT TO SECTION 180 (1) (A) OF THE COMPANIES ACT, 2013.

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 Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, if any, for the time being in force) (‘Act’), consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’ which term shall include any Committee constituted by the Board to exercise its powers, including powers conferred by this resolution) to create such charges, mortgages and hypothecations, in addition to the existing charges, mortgages and hypothecations created by the Company, in such form and manner, at such time and on such terms as the Board may determine, on all or any of the movable and/or immovable properties/assets of the Company, both present and future and/or the whole or any part of the undertaking(s) of the Company for securing the borrowings of facilities/loan in any form excluding temporary loans and cash credits, the aggregate value of which shall not exceed at any time Rs. 150 crore (Rupees One Hundred Fifty Crore) or the aggregate of the paid up capital, free reserves and securities premium account of the Company, whichever is higher, from any one or more Banks and/or Financial Institutions and/ or any other lending institutions in India or abroad and/or Bodies Corporate from time to time, together with interest, additional interest, commitment charges, repayment or redemption and all other costs, charges and expenses including any increase as a result of devaluation/revaluation and all other monies payable by the Company in terms of loan agreement(s)/debenture trust deed(s) or any other document, entered into/to be entered into between the Company and the lender(s)/Agent(s) and Trustee(s) of lender(s) in respect of the said loans/borrowings/debentures and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the lender(s)/agent(s) of lender(s)/trustee(s) of lender(s).”

“RESOLVED FURTHER THAT the Board and such persons authorized by the Board, be and are hereby authorized, to negotiate, finalize and execute all deeds and documents, and to take all such steps and to do all such acts, deeds and things as may be deemed proper, necessary, desirable or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto including but not limited to settle any questions or resolve difficulties that may arise in this regard.”

VI. INCREASE IN THE LIMITS APPLICABLE FOR MAKING INVESTMENTS/EXTENDING LOANS AND GIVING GUARANTEES OR PROVIDING SECURITIES IN CONNECTION WITH LOANS TO PERSONS/ BODIES CORPORATE.

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 Section 186 of the Companies Act, 2013 (‘Act’) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act (including any modification or re-enactment thereof for the time being in force) and the provisions of the Memorandum of Association and the Articles of Association of the Company and subject to such approvals, consents, sanctions and permissions as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which expression includes any Committee constituted by the Board to exercise its powers, including powers conferred by this resolution), to (i) give any loan to any person or other body corporate; (ii) give any guarantee or provide any security in connection with a loan to any other body corporate or person and (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, as it may in its absolute discretion deem beneficial and in the interest of the Company, subject to however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to

be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of Rs. 150 crore (Rupees One Hundred Fifty Crore) over and above the limit of 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Companies Act, 2013.”

“RESOLVED FURTHER THAT in terms of the provisions of Section 186 of the Act, where a loan or guarantee is given or where a security has been provided by the Company to its wholly owned subsidiary company or a joint venture company, or acquisition is made by the Company, by way of subscription, purchase or otherwise of, the securities of its wholly owned subsidiary company, the aforementioned limits shall not apply.”

“RESOLVED FURTHER THAT the Board and such person(s) authorized by the Board, be and are hereby authorized, to negotiate, finalize and execute all deeds and documents and take all such steps and do all such acts, deeds and things as may be deemed proper, necessary, desirable or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto including but not limited to settle any questions or resolve difficulties that may arise in this regard.”

By order of the Board of Directors For Inertia Steel Limited

SD/-

Registered Office : Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road, Poiser Borivali West, Kandivali West, Mumbai – 400067 CIN: L51900MH1984PLC033082

NOTES :

1. In view of the continuing Covid-19 pandemic and consequential restrictions imposed on the movements of people, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021,10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 11/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars”) and SEBI Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/ 11 dated January 15, 2021, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the MCA Circulars granted certain relaxations and thus permitted the holding of Extra Ordinary General Meeting (“EGM”) of the companies through VC/OAVM viz. without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA / SEBI Circulars, as applicable, the EGM of the Company is being held through VC / OAVM (e-EGM).

2. 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 MCA Circulars 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 EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

3. The Members can join the EGM 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 EGM through VC/OAVM will be made available to at least 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 EGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at [email protected] the Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

7. The e-EGM 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 8, 2020 and MCA

Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020, General Circular No. 10/2022 dated December 28, 2022.

8. The Deemed Venue of the EGM of the Company shall be its Registered Office.

9. In compliance with applicable provisions of the Act read with the MCA Circulars and the Listing Regulations, the EGM of the Company is being conducted through VC/OAVM. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification/Guidance on applicability of Secretarial Standards - 1 and 2 dated 15[th] April, 2020 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.

10. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Regulation 36 (3) of the SEBI Listing Regulations, in respect of the Special Business to be transacted at the Extraordinary General Meeting as set out in the Notice is annexed hereto.

11. The Company has appointed M/s. Nishant Jawasa & Associates (CP Number 6993), Practicing Company Secretaries, as scrutinizer of the Company to scrutinize the voting process.

12. The SEBI has mandated submission of Permanent Account Number (“PAN”) by every participant in securities market. Accordingly, Members holding shares in electronic form are requested to submit their PAN to their respective Depository Participants. Members holding shares in physical form can submit their PAN to the Company/ Registrar and Share Transfer Agent.

13. In case all the joint holders are attending the Meeting, the Member whose name appears as first holder in the order of names as per Register of Members of the Company will be entitled to vote at the Meeting.

14. The ISIN of the Equity Shares of Rs. 10/- each is INE767M01011

15. All the documents referred to in the accompanying notice and explanatory statement are open for inspection at the company’s registered office at Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road, Poiser Borivali West, Kandivali West, Mumbai, Maharashtra, 400067on all working days of the company, between 11.00 a.m. to 1.00 p.m. up to the date of the EGM.

16. A Route Map to reach the venue of the Extra Ordinary General Meeting is annexed with the Notice of EGM.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

(i) The voting period begins on Wednesday, June 26, 2024 at 09:00 am and ends on Friday, June 28, 2024 at 05:00 pm. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, June 14, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail

shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 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 CDSL e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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-VotingService Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Type of
shareholders

Login Method

Individual
Shareholders
holding
securities
in
Demat
mode
withCDSL

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 URL for users to login to Easi /
Easiest
are
https://web.cdslindia.com/myeasi/home/login
or
visit
www.cdslindia.com and click on Login icon and select New System Myeasi.
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 CDSL e-Voting service provider for
casting your vote during the remote e-Voting period or joining virtual meeting
& voting during the meeting. Additionally, there is also links provided to
access
the
system
of
all
e-Voting
Service
Providers
i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting
service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available
onwww.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-VotingService Providers.

Individual
Shareholders
holding
securities
in
demat
mode
withNSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under ‘IDeAS’ section. A new screen will
open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page.
Click on Company name or e-Voting service provider name and you will be
re-directed to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting.

	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 athttps://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 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 or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
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. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e- Voting service provider name and you will be redirected to e-Voting service provider 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 athttps://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 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 or e-Voting service provider name and you will
be redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting.

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. After
Successful login, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on Company name or e-
Voting service provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the 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. CDSL and NSDL

Logintype	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered

with the Company.

4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

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

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for “INERTIA STEEL LIMITED” on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians –Remote Voting
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the Company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are 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 available during the EGM.

If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

For Physical shareholders- please provide necessary details like 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 Company/RTA email ID.
For Demat shareholders-, Please update your email id & mobile no. with your respective Depository Participant (DP).
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on toll free no. 1800 22 55 33.

Route Map for the Venue of the EGM is as below:

==> picture [479 x 305] intentionally omitted <==

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. I:

The present Authorised Share Capital of the Company is Rs. 25,00,000/- (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Considering the increased fund requirements and future plans of the Company, the Board at its Meeting held on June 03, 2024 had accorded its approval for increasing the Authorised Share Capital from existing Rs. 25,00,000/- (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,00,00,000 (Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each, by creating additional Rs. 11,75,00,000 (Rupees Eleven Crores Seventy Five Lacs Only) Equity Shares of Rs. 10/- each subject to shareholder’s approval.

Hence, pursuant to the provision of section 61 and section 13 of the Companies Act 2013 it is proposed to increase the Authorised Share Capital of the Company from existing Rs. 25,00,000/- (Rupees Twenty Lacs Only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,00,00,000 (Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each and the new shares shall be ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

Consequently, Clause V of the Memorandum of Association would also require alteration/substituted so as to reflect the changed Authorised Share Capital. The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association requires approval of shareholders.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection in the manner provided in the Notes of the Notice.

The Board of directors, accordingly, recommends the passing of Ordinary Resolution as set out at Item Number 1 of this Notice, for the approval of the members.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested, whether directly or indirectly, in the resolution mentioned at Item Number 1 of the Notice except to the extent of their shareholding.

ITEM NO. II:

The Members are hereby informed that the Board in its meeting held on June 03, 2024, has approved the acquisition of 99.96% shareholding of Banganga Paper Mills Limited (“BPML” or “Target Company”) to enter into the raw material as well as MG Kraft Papers, any type of paper and boards including gum paper tape, paper cones and tubes, egg trays, paper cartons, packaging materials and other allied products for commercial & industrial purpose and dealers in all kinds and classes of paper, board and pulp including writing paper, printing paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, coated paper, brown or buff paper, cardboard, straw board, pulp board, box board, cartons, paper bags, paper boxes, post cards, visiting cards, all other kinds of paper whatsoever and all kinds of articles in the manufacture of which in any form, paper, board, or pulp is used, and also to deal in or manufacture any other articles or things of a character similar or analogous to the foregoing or any of them or connected therewith. For the said acquisition it is decided to acquire 99,96,000 Equity Shares constituting 99.96% stake of the Target Company from the Equity shareholders of the Target Company. As a purchase consideration for the said acquisition, the Company has proposed to allot its Equity Shares to the shareholders of the target Company being the partial payment towards the swap shares.

For acquisition of the equity shares of target company, it is proposed to issue and allot equity shares of the Company on a preferential basis for consideration other cash. Accordingly, the Board pursuant to its resolution dated June 03, 2024, has approved the issue of upto 85,00,000 (Eighty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 12/- (Rupees Twelve Only) per share on preferential basis to the Proposed Allottees for a consideration other than 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. Pursuant to the above transaction, there will be change in the management, control & thus result in the transfer of ownership of the Company to the Proposed Allottees.

Disclosure as required under rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“SEBI (ICDR) Regulations “) are as follows:

1. Objects of the Preferential Issue:

The object of the issue is to discharge the total Purchase Consideration payable for the acquisition of the Target Company by acquiring 99,96,000 Shares constituting 99.96% stake of the Target Company from the Proposed Allottees for consideration other than cash-settled by allotment of Equity Shares of the Company as mentioned in resolution at Item Number 2 in this notice and explanatory statement, subject to SEBI ICDR Regulations and requisite approvals from stock exchanges.

2. The total/maximum number of securities to be issued / particulars of the offer / Kinds of securities offered and the price at which security is being offered number of securities to be issued and pricing :

The resolution set out in the accompanying notice authorises the Board to create, offer, issue, and allot from time to time, in one or more tranches up to 85,00,000 (Eighty Five Lacs) Equity Shares of Rs. 10/(Rupees Ten only) at a price of Rs. 12/- (Rupees Twelve Only) per Equity Share on a preferential basis.

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made:

The Equity Shares of the Company are listed on BSE Limited. The Equity shares of the Company is infrequently traded, the price is determined pursuant to Regulation 165 and Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Relevant Date, as per the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for determination of the issue price of Equity Shares is May 30, 2024. The Articles of Association of the issuer does not provide for a method of determination which results in a floor price higher than that determined under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

As per the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Equity Shares will be issued at a price of Rs. 10/- (Rupees Ten Only) per Equity Share which is not less than the price as determined by the registered valuer.

As the proposed allotment is of more than five per cent. of the post issue fully diluted share capital of the Company to the proposed allottees a valuation report from an independent registered valuer is obtained pursuant to Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The valuation report of the Registered Valuer pursuant to Regulation 165 and Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 can also be accessed on the company website on the following link https://www.inertiasteel.com/

4. Name and Address of Valuer who performed Valuation:

Bhavesh M Rathod Chartered Accountants Registered Valuer IBBI Reg. No.: IBBI/RV/06/2019/10708 Address: SFA 12D, White Spring, A wing, Rivali Park Complex, Western Express Highway, Borivali East, Mumbai 400066 Email: [email protected] Mobile: +91 9769113490 As the proposed allotment is of more than five per cent. of the post issue fully diluted share capital of the Company to the proposed allottees a valuation report from an independent registered valuer is obtained pursuant to Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

5. Amount which the Company intends to raise by way of issue of Equity Shares :

The shares are being allotted for a consideration other than cash as part of the consideration payable for the acquisition as mentioned above.

6. Principal terms of Assets charged as securities:

The Equity Shares are being issued on a preferential basis for a consideration other than cash at an issue price of Rs. 12/- (Rupees Twelve Only) per Equity Share (at premium of Rs. 2/- each) total aggregating to not exceeding Rs. 10,20,00,000/- (Rupees Ten Crores Twenty Lacs Only) towards the full payment of total consideration payable by the Company for the acquisition of the entire issued and Paid-Up Share Capital of the Target Company.

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

7. Intention/ Contribution of promoters / directors / key managerial personnel to subscribe to the offer:

None of the existing Directors or Key Managerial Personnel or Promoters intends to subscribe to the proposed issue or furtherance of objects.

8. The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows:

Sr. No.	Category	Pre-issue	Pre-issue	Post Issue*	Post Issue*
		No. of shares held	% of Shareholding	No. of shares held	% of Shareholding
A	Promoters Holding
1	Indian
	Individuals	15,997	6.43	85,15,997	71.09
	Bodies Corporate	0	0.00	0	0.00
	Sub Total	15,997	6.43	85,15,997	71.09
2	Foreign Promoters	0	0.00	0	0.00
	Sub Total(A)	15,997	6.43	85,15,997	71.09
B	Non-promoters’ holding

1	Institutional investors
2	Non-institution
	Resident Individuals holding nominal share capital up to Rs.2 lakhs	1,84,053	73.98	2,02,046	1.69
	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	0	0.00	26,47,007	22.10
	Bodies Corporate	48,750	19.59	3,98,750	3.33
	Directors and relatives	0	0.00	0	0.00
	others (including NRIs, HUF, Firm, etc.)	0	0.00	2,15,000	1.79
	Sub Total(B)	2,32,803	93.57	34,62,803	28.91
	Grand Total	2,48,800	100.00	1,19,78,800	100.00

*The post-issue shareholding as shown above is calculated assuming full subscription and allotment of the Equity Shares in Item No. 3.

9. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

The allotment of Equity Shares shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s) or permission(s).

10. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

The proposed preferential issue shall result change in control of the Company.

The Proposed allottee Mr. Karbhari Pandurang Dhatrak (Acquirer-1), Mrs. Jayashree Karbhari Dhatrak (Acquirer-2) and Mr. Chetan Karbhari Dhatrak (Acquirer-3) (Acquirer-1, Acquirer-2 and Acquirer-3 hereinafter Collectively referred to as the "Acquirers") shall trigger the open offer process pursuant to Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011 (‘the Regulations’) requiring the Public Announcement (‘PA’) in terms of Regulation 13 (1) of the said Regulations and after completion of open offer process they will become the Promoters of the company.

Thus, there will be change in management / control of the company. Post open offer, the composition of the Board of directors may undergo change.

The above stated acquirers shall, upon the successful completion of the Open offer process under SEBI SAST Regulation, 2011, be classified as promoters in accordance with the provisions of Applicable Law.

11. No. 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 :

The Company has not made any preferential allotment during the year.

12. Valuation for consideration other than cash :

The valuation of the same is based on the independent valuation report dated June 03, 2024, received from by Mr. Bhavesh Rathod, a Registered Valuer (Reg. No. IBBI/RV/06/2019/10708) having his office at 12D, White Spring, A wing, Rivali Park Complex, Western Express Highway, Borivali East, Mumbai - 400 066 in compliance with Regulation 163(3) of the SEBI (ICDR) Regulations.

13. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer OR where the specified securities are issued on a preferential basis for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed :

14. Lock-in :

The Equity Shares shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations

15. Listing :

The Company will make an application to the Stock Exchange at which the existing shares are already listed, for listing of the equity shares being issued. Such Equity Shares, once allotted, shall rank paripassu with the existing equity shares of the Company in all respects, including dividend.

16. Certificate :

As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from a Practicing Company Secretary, certifying that the issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations. The certificate of the practising company secretary can also be accessed on the company website on the following link https://www.inertiasteel.com/

17. Undertakings :

The Company hereby undertakes that:

i. It would re-compute the price of the securities specified above in terms of the provisions of SEBI (ICDR) Regulations, where it is so required;
ii. If the amount payable, if any, on account of the re-computation of price is not paid within the stipulated in SEBI (ICDR) regulations the above Equity shares shall be continued to be locked in till such amount is paid by the allottees;
iii. All the equity shares held by the proposed allottees in the company are in dematerialized form only;

18. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower :

It is hereby confirmed that, neither the Company nor its promoters or directors is a wilful defaulter or a fraudulent borrower as per Regulation 163(1)(i) of Chapter V read with schedule VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, none of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

19. Identity of proposed allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and/ or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential issue and the Current and proposed status of the allottee(s) post preferential issues namely, promoter or non-promoter :

Sr. No.	Name of the proposed allottees	Pre issue Category	Name of the natural persons who are the ultimate beneficial owners	Pre issue Shareholding	Pre issue Shareholding	No. of Equity Shares to be allotted	Post issue Shareholding *	Post issue Shareholding *	Post issue Category
				No of share	%		No of share	% of the post Capital
1.	Karbhari Pandurang Dhatrak	Non- Promoter	Not Applicable	0	0.00	21,25,000	21,25,000	17.74	Promoter
2.	Jayashree Kabhari Dhatrak	Non- Promoter	Not Applicable	0	0.00	42,50,000	42,50,000	35.48	Promoter
3.	Chetan Karbhari Dhatrak	Non- Promoter	Not Applicable	0	0.00	21,25,000	21,25,000	17.74	Promoter
Total				0	0.00	85,00,000	85,00,000	70.96

*The post-issue shareholding as shown above is calculated assuming full subscription and allotment of the Equity Shares in Item No. 3.

In accordance with the provisions of the Companies Act, 2013 read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations, 2018, approval of the members for the issue and allotment of the said equity shares to the above mentioned allottees is being sought by way of a special resolution as set out in said items of the notice. The issue of equity shares would be within the Authorised Share Capital of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise in this resolution.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and therefore board recommends the Special Resolution as set out in Item Number 2 in the accompanying notice for approval by the Members.

ITEM NO. III:

The Board of Directors of the Company (“Board”) in its meeting held on June 03, 2024 subject to necessary approval(s), have approved the proposal for raising of funds by way of create, offer, issue and allot upto 32,30,000 Equity Shares of Rs. 10/- each of the Company, at a price of Rs. 12/- (Rupees Twelve Only) per Equity Share [including a premium of Rs. 2/- (Rupees Two Only)] (‘Preferential Allotment Price’), to Non – Promoter of the Company being Proposed Allottees as mentioned the resolution of item no. 3 in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations.

As per Companies Act, 2013 and Rules made thereunder (the ‘Act’), and in accordance with the provisions of the SEBI (ICDR) Regulations as amended, and on the terms and conditions and formalities as stipulated in the Act and the SEBI (ICDR) Regulations, the issue of Equity Shares requires approval of the Members by way of a special resolution. The Board therefore, pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, and Rules

framed thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, SEBI ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, seeks approval of the Members as set out in the notice item no.3 of the Notice, by way of a special resolution to issue and allot up to 32,30,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 12/- each, [including a premium of Rs. 2/- (Rupees Two Hundred and Thirty Only)] (‘Preferential Allotment Price’), aggregating up to Rs. 3,87,60,000 (Rupees Three Crores Eighty Seven Lacs Sixty Thousand Only).

Hence, the Board of Directors of your Company recommends the resolution for approval of the shareholders in form of Special Resolution in the best interests of the Company.

The Company is otherwise eligible to make the Preferential Issue in terms of the provisions of Chapter V of the SEBI (ICDR) Regulations. There will be no change in the control or management of the Company pursuant to the proposed preferential issue. Consequent to the allotment of equity shares, the shareholding of the Promoters and Promoter Group may decrease as per details given in this statement.

1. Objects of the Preferential Issue: The object of the issue are:

To invest & grant loans in companies, body corporates for future expansion plans & activities, financing future growth opportunities & working capital requirements of the Company. Rs. 3,67,60,000/-
To meet general corporate purpose. Rs. 20,00,000 /-

Any amount in excess unutilised portion of the receipt under general corporate purpose will be utilised by the Company for meeting its working capital requirement. The said proceeds will be used within a period of 12 months from the date of receipts of funds or from the date the funds can be utilised, whichever is later. Till the time the proceeds are not utilised by the Company, it will be kept in a Separate Bank Account of the Company.

2. The total/maximum number of securities to be issued/particulars of the offer/Kinds of securities offered and the price at which security is being offered number of securities to be issued and pricing :

The resolution set out in the accompanying notice authorises the Board to create, offer, issue, and allot from time to time, in one or more tranches up to 32,30,000 (Thirty Two Lacs Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each, on a preferential basis to the proposed allottee(s) as mentioned below, for cash at a price of Rs. 12/- (Rupees Twelve Only) per Equity Share [including a premium of Rs. 2/- (Rupees Two Only)] (“Preferential Allotment Price”), aggregating to Rs. 3,87,60,000/- (Rupees Three Crores Eighty Seven Lacs Sixty Thousand Only).

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made:

of Equity Shares is May 30, 2024. The Articles of Association of the issuer does not provide for a method of determination which results in a floor price higher than that determined under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

As per the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Equity Shares will be issued at a price of Rs. 12/- (Rupees Twelve Only) per Equity Share [including a premium of Rs. 2/- (Rupees Two Only)] which is not less than the price as determined by the registered valuer.

4. Name and Address of Valuer who performed Valuation:

Bhavesh M Rathod, Chartered Accountants Registered Valuer IBBI Reg. No.: IBBI/RV/06/2019/10708 Address: SFA 12D, White Spring, A wing, Rivali Park Complex, Western Express Highway, Borivali East, Mumbai 400066 Email: [email protected] Mobile: +91 9769113490 As the proposed allotment is of more than five per cent. of the post issue fully diluted share capital of the Company to the proposed allottees a valuation report from an independent registered valuer is obtained pursuant to Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

5. Amount which the Company intends to raise by way of issue of Equity Shares :

Upto Rs. 3,87,60,000/- (Rupees Three Crores Eighty Seven Lacs Sixty Thousand Only).

6. Principal terms of Assets charged as securities:

Not Applicable

7. Intention/ Contribution of promoters / directors / key managerial personnel to subscribe to the offer:

None of the existing Directors or Key Managerial Personnel or Promoters intends to subscribe to the proposed issue or furtherance of objects directly.

8. The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows :

Sr. No.	Category	Pre-issue	Pre-issue	Post Issue*	Post Issue*
		No. of shares held	% of Shareholding	No. of shares held	% of Shareholding
A	Promoters Holding
1	Indian

	Individuals	15,997	6.43	85,15,997	71.09
	Bodies Corporate	0	0.00	0	0.00
	Sub Total	15,997	6.43	85,15,997	71.09
2	Foreign Promoters	0	0.00	0	0.00
	Sub Total(A)	15,997	6.43	85,15,997	71.09
B	Non-promoters’ holding
1	Institutional investors
2	Non-institution
	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	1,84,053	73.98	2,02,046	1.69
	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	0	0.00	26,47,007	22.10
	Bodies Corporate	48,750	19.59	3,98,750	3.33
	Directors and relatives	0	0.00	0	0.00
	others (including NRIs, HUF, Firm, etc.)	0	0.00	2,15,000	1.79
	Sub Total(B)	2,32,803	93.57	34,62,803	28.91
	Grand Total	2,48,800	100.00	1,19,78,800	100.00

*The post-issue shareholding as shown above is calculated assuming full subscription and allotment of the Equity Shares in Item No. 2.

9. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

10. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

There shall be no change in management or control of the Company pursuant to the issue and allotment of equity shares.

11. No. 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 :

The Company has not made any preferential allotment during the year.

12. Valuation for consideration other than cash :

Not applicable.

for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed :

Not applicable.

14. Lock-in :

The Equity Shares shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations.

15. Listing :

16. Certificate :

17. Undertakings :

The Company hereby undertakes that:

i. It would re-compute the price of the securities specified above in terms of the provisions of SEBI (ICDR) Regulations, where it is so required;
ii. If the amount payable, if any, on account of the re-computation of price is not paid within the stipulated in SEBI (ICDR) regulations the above Equity shares shall be continued to be locked in till such amount is paid by the allottees;
iii. All the equity shares held by the proposed allottees in the company are in dematerialized form only;

18. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower :

Sr. No.	Name of the proposed allottees	Pre issue Category	Name of the natural persons who are the ultimate beneficial owners	Pre issue Shareholding	Pre issue Shareholding	No. of Equity Shares to be allotted	Post issue Shareholding *	Post issue Shareholding *	Post issue Category
				No of share	%		No of share	% of the post Capital
1.	Manohar Lal Ahuja	Non- Promoter	N.A.	0	0	5,000	5,000	0.04	Non- Promoter
2.	Gurpreet Singh Chawla	Non- Promoter	N.A.	0	0	5,000	5,000	0.04	Non- Promoter
3.	Ganesh ShankarGupta	Non- Promoter	N.A.	0	0	5,000	5,000	0.04	Non- Promoter
4.	Priyanka Maheshwari	Non- Promoter	N.A.	0	0	5,000	5,000	0.04	Non- Promoter
5.	Abhishek Gupta	Non- Promoter	N.A.	0	0	50,000	50,000	0.42	Non- Promoter
6.	Sumit Kumar Gupta	Non- Promoter	N.A.	2007	0.81	5,50,000	5,50,207	4.59	Non- Promoter
7.	Manisha Gupta	Non- Promoter	N.A.	0	0	3,50,000	3,50,000	2.92	Non- Promoter
8.	Pulakeshin Private Limited	Non- Promoter	Ankur Bhupendra Shah	0	0	3,50,000	3,50,000	2.92	Non- Promoter
9.	Ankur Bhupendra Shah	Non- Promoter	N.A.	0	0	5,53,000	5,53,000	4.62	Non- Promoter
10.	Harshal Devendrakumar Sanghavi	Non- Promoter	N.A.	0	0	1,16,500	1,16,500	0.97	Non- Promoter
11.	Dhaval Kamal Zaveri	Non- Promoter	N.A.	0	0	50,000	50,000	0.42	Non- Promoter
12.	Manshi Dhaval Zaveri	Non- Promoter	N.A.	0	0	50,000	50,000	0.42	Non- Promoter
13.	Patel Vinod Natubhai HUF	Non- Promoter	Vinod Natubhai Patel	0	0	1,15,000	1,15,000	0.96	Non- Promoter
14.	Pragna Vinod Patel	Non- Promoter	N.A.	0	0	1,15,000	1,15,000	0.96	Non- Promoter
15.	Vinod Natubhai Patel	Non- Promoter	N.A.	0	0	1,15,500	1,15,500	0.96	Non- Promoter
16.	Mulchand Karamshi Mota	Non- Promoter	N.A.	0	0	5,67,000	5,67,000	4.73	Non- Promoter
17.	Vasanti Gunvant Sheth	Non- Promoter	N.A.	0	0	50,000	50,000	0.42	Non- Promoter
18.	Parul Arun Verma	Non- Promoter	N.A.	0	0	50,000	50,000	0.42	Non- Promoter
19.	Naresh Chandra Gupta	Non- Promoter	N.A.	0	0	28,000	28,000	0.23	Non- Promoter
20.	Ashwin Fulchand Karania HUF	Non- Promoter	Ashwin Fulchand Karania	0	0	1,00,000	1,00,000	0.83	Non- Promoter

Sr. No.	Name of the proposed allottees	Pre issue Category	Name of the natural persons who are the ultimate beneficial owners	Pre issue Shareholding	Pre issue Shareholding	No. of Equity Shares to be allotted	Post issue Shareholding *	Post issue Shareholding *	Post issue Category
				No of share	%		No of share	% of the post Capital
Total				2007	0.81	32,30,000	32,30,207	26.97

*The post-issue shareholding as shown above is calculated assuming full subscription and allotment of the Equity Shares in Item No. 2.

None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise in this resolution.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and therefore board recommends the Special Resolution as set out in Item Number 3 in the accompanying notice for approval by the Members.

ITEM NUMBER IV and V:

In view of the increase in business activities, keeping in view the future plans of the Company and to fulfil long term strategic and business objectives, it is proposed to increase in the borrowing limit to Rs. 150 crore (Rupees One Hundred Fifty Crore) pursuant to Section 180 (1)(c) of the Companies Act, 2013 and accordingly, increase the limit for creation of charge to secure the indebtedness upto the aggregate limit of Rs. 150 crore (Rupees One Hundred Fifty Crore) pursuant to Section 180 (1)(a) of the Companies Act, 2013, subject to the approval of the members of the Company.

Pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors have the powers to borrow money, where the money to be borrowed, together the monies already borrowed by the company (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) exceeds aggregate of the paid-up share capital, free reserves and securities premium of the Company, with the consent of the Shareholders of the Company by way of Special Resolution.

Further, pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013, the Board of Directors have the powers to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company with the consent of the Shareholders of the Company by way of a Special Resolution.

In order to secure the borrowings, the Company may be required to create security by way of mortgage/ charge/ hypothecation on its assets and properties both present and future. The terms of such security may include a right in certain events of default, to take over control of the said assets and properties of the Company. Since creation of charge on properties and assets of the Company with the right of taking over the control in certain events of default may be considered to be a sale/ lease/ disposal of the Company’s undertaking within the meaning of Section 180(1)(a) of the Companies Act, 2013, it is proposed to seek approval of the shareholders of the Company for increasing the existing limits to Rs.

150 crore (Rupees One Hundred Fifty Crore). Accordingly, the approval of the members of the Company is sought for increase in the borrowing limits and to secure such borrowings by the creation of charge on assets/properties of the Company up to Rs. 150 crore (Rupees One Hundred Fifty Crore) as stated in the resolutions.

The Board of Directors therefore recommends the resolutions as set out in Item Number IV & V of the Notice for approval of members of the Company by way of Special Resolutions.

None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolutions.

ITEM VI: As per the provisions of Section 186 of the Companies Act, 2013 (the ‘Act’), it would be necessary to obtain the approval of the members to: -

a) give any loan to any person or other body corporate;

b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and

c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, in excess of the limits of: -

60% of the paid-up share capital and free reserves and securities premium account; or 100% of the free reserves and securities premium account; whichever is higher.

The Company has been looking around to tap on any appropriate opportunity that arises in its field to make investment. In order to enable the Company to invest/make loans/provide guarantees/security, approval of the members is hereby sought to make loan/investment/provide guarantees/security, for an amount not exceeding Rs. 150 Crores (One Hundred Fifty Crores Only), under the provisions of Section 186 of the Companies Act, 2013.

The Board of Directors therefore recommends the resolutions as set out in Item Number VI of the Notice for approval of members of the Company by way of Special Resolutions.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or in any way interested in this Special Resolution except to the extent of their shareholding and directorship in the Company.

By order of the Board of Directors For Inertia Steel Limited

SD/-

Registered Office :

Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road, Poiser Borivali West, Kandivali West, Mumbai – 400067 CIN: L51900MH1984PLC033082

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Inertia Steel Limited

CIN: L51900MH1984PLC033082

Attendance Slip

Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

I hereby record my presence at the Extraordinary General Meeting of the Company held at the registered office of the Company situated at Shop No 155 Second Floor, Raghuleela Mall, Borsa Pada Road, Poiser Borivali West, Kandivali West, Mumbai – 400067 on Saturday, June 29, 2024 at 11:00 a.m.

Full Name Address Folio No. DP ID No. Client ID No. No. of Shares Held

I certify that I am the registered shareholder/proxy for the registered shareholder of the Company.

Full name of the Shareholder/Proxy Signature of Shareholder/Proxy (in block letters)

Note: Only Member/Proxy holder can attend the meeting.

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Inertia Steel Limited

CIN: L51900MH1984PLC033082

Proxy Form

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014.

Name of the Member(s):

____________

Registered address:

____________

E-mail Id: ____________ Folio No./Client ID No.

____________

DP ID No. ____________

I/We, being the holder(s) of __________ Equity Shares of Inertia Steel Limited, appoint:

Mr./Mrs. ____ of ____ E-mail Id: _____ or failing him/her Signature: ______
Mr./Mrs. ____ of ____ E-mail Id: _____ or failing him/her Signature: ______
Mr./Mrs. ____ of ____ E-mail Id: _____ or failing him/her Signature: _____

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held on Saturday the June 29, 2024, at 11:00 a.m. and at any adjournment thereof in respect of such resolutions as are indicated below;

Increase in Authorised Share Capital
To consider and approve issue of Equity Shares on Preferential basis for consideration in other than cash. 3. To consider and approve issue of Equity Shares on Preferential basis to the non-promoter public category investor for Cash.

Signed this _____ day of 2024 Signature of Shareholder Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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Inertia Steel Limited

CIN: L51900MH1984PLC033082

BALLOT FORM

[Pursuant to section 109(5) of the Companies Act, 2013 and Rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014]

Extra-Ordinary General Meeting (EGM)

Extra-Ordinary General Meeting (EGM)	Extra-Ordinary General Meeting (EGM)	Extra-Ordinary General Meeting (EGM)	Extra-Ordinary General Meeting (EGM)	Extra-Ordinary General Meeting (EGM)
Sr. No. Particular Details 1 Name of the First named Shareholder (In Block Letters) 2 Postal Address 3 Registered Folio No. / DP ID and Client ID (for holder holding shares in Demat form) 4 Class ofShare I/We hereby exercise my/ our vote in respect of the Special Resolutions enumerated below and as set out in the Notice of Extra-Ordinary General Meeting (EGM) of the Company scheduled on Saturday, June 29, 2024 by recording my/our assent or dissent to the said resolutions by placing tick (√) mark in the appropriate box below:
Sr.	Resolution	No. of	(FOR)	(AGAINST)
No.		Shares	I/We Assent	I/We Dissent
		Held	to the	from the
			Resolution	Resolution

Special Business
1.	Increase in Authorised Share Capital
2.	To consider and approve issue of Equity Shares on Preferential basis for consideration in other than cash.
3.	To consider and approve issue of Equity Shares on Preferential basis to the non-promoter public category investor for Cash.
4.	Increase in Borrowing Limits.
5.	Power to create Charge on the assets of the Company to Secure Borrowings pursuant to Section 180 (1) (A) of the Companies Act, 2013.
6.	Increase in the limits applicable for making Investments/Extending Loans and Giving Guarantees or Providing Securities in Connection with loans toPersons/Bodies Corporate.

Signature: Shareholder/Authorized Representative

Place: Date:

Note: Please read the instructions given below carefully before exercising your vote.

INSTRUCTIONS

Please complete and sign the Ballot Form and put the same in the Ballot Box provided at the EGM Venue.
The Form should be signed by the Member as per the specimen signature registered with the Company/ Depositories. In case of joint holding, the Form should be completed and signed by the first named Member and in his/her absence, by the next named joint holder. A Power of Attorney (POA) holder may vote on behalf of a member, mentioning the registration number of the POA registered with the Company or enclosing an attested copy of the POA. Exercise of vote by Ballot is not permitted through proxy.
In case of Company, trust, society etc. certified copy of Board Resolution authorizing representative must be registered or filed with us in advance to avoid any inconvenience.
Votes must be cast in case of each resolution by marking (  ) mark in the appropriate column provided in the Ballot.
The voting rights of shareholders shall be in proportion of the shares held by them in the paid-up equity share capital of the Company.
Unsigned, incomplete, improperly filled ballot forms will not be counted for voting.
The decision of the Scrutinizer on the validity of the Ballot Form and any other related matter shall be final.
The results declared along with Scrutinizer’s Report, shall be placed on the Company’s website www.inertiasteel.com within two days of the passing of the Resolutions at the EGM of the Company, and communicated to the BSE Limited, where the shares of the Company are listed.

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ASGARD ALCOBEV LIMITED — Proxy Solicitation & Information Statement 2024

63946_rns_2024-06-05_33f0a926-4f8a-4166-8e92-bb5f1a5b97e6.pdf

INERTIA STEEL LIMITED

CIN: L51900MH1984PLC033082

Thanking You

Inertia Steel Limited

NOTICE TO THE MEMBERS

SPECIAL BUSINESSES:

I. INCREASE IN AUTHORISED SHARE CAPITAL

II. TO CONSIDER AND APPROVE ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS FOR CONSIDERATION IN OTHER THAN CASH:

Details of the Proposed Allottees

III. TO CONSIDER AND APPROVE ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE NON-PROMOTER PUBLIC CATEGORY INVESTOR FOR CASH.

Details of Proposed Allottees

IV. INCREASE IN BORROWING LIMITS.

VI. INCREASE IN THE LIMITS APPLICABLE FOR MAKING INVESTMENTS/EXTENDING LOANS AND GIVING GUARANTEES OR PROVIDING SECURITIES IN CONNECTION WITH LOANS TO PERSONS/ BODIES CORPORATE.

NOTES :

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

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

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

ITEM NO. I:

ITEM NO. II:

1. Objects of the Preferential Issue:

2. The total/maximum number of securities to be issued / particulars of the offer / Kinds of securities offered and the price at which security is being offered number of securities to be issued and pricing :

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made:

4. Name and Address of Valuer who performed Valuation:

5. Amount which the Company intends to raise by way of issue of Equity Shares :

6. Principal terms of Assets charged as securities:

7. Intention/ Contribution of promoters / directors / key managerial personnel to subscribe to the offer:

8. The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows:

9. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

10. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

12. Valuation for consideration other than cash :

14. Lock-in :

15. Listing :

16. Certificate :

17. Undertakings :

18. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower :

ITEM NO. III:

2. The total/maximum number of securities to be issued/particulars of the offer/Kinds of securities offered and the price at which security is being offered number of securities to be issued and pricing :

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made:

4. Name and Address of Valuer who performed Valuation:

5. Amount which the Company intends to raise by way of issue of Equity Shares :

6. Principal terms of Assets charged as securities:

7. Intention/ Contribution of promoters / directors / key managerial personnel to subscribe to the offer:

8. The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows :

9. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

10. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

11. No. 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 :

12. Valuation for consideration other than cash :

14. Lock-in :

15. Listing :

16. Certificate :

17. Undertakings :

18. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower :

ITEM NUMBER IV and V:

ITEM VI: As per the provisions of Section 186 of the Companies Act, 2013 (the ‘Act’), it would be necessary to obtain the approval of the members to: -

Registered Office :

Inertia Steel Limited

CIN: L51900MH1984PLC033082

Attendance Slip

Inertia Steel Limited

CIN: L51900MH1984PLC033082

Proxy Form

Name of the Member(s):

____________

Registered address:

____________

DP ID No. ____________

Inertia Steel Limited

CIN: L51900MH1984PLC033082

BALLOT FORM

Extra-Ordinary General Meeting (EGM)

INSTRUCTIONS

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ASGARD ALCOBEV LIMITED Proxy Solicitation & Information Statement 2024