Date: 25" January, 2023

To, The Manager, Listing Compliance Department, National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051.

Dear Sir/ Madam,

Obligations Subject: Intimation and of Notice of Postal Ballot under Regulation 30 of the SEBI (Listing

Reference: ISIN: IN8925Y01036; Symbol: GODHA.

¢ Memorandum Increase in Authorized of Association Share Capital of the Company and consequential amendment in of the Company. ¢
Company. Appointment of Ms. Archana Gulia (DIN: 09816488) as Independent Director of the

	Disclosure Requirements) Regulations, 2015 ! ,
	Reference: ISIN: IN8925Y01036; Symbol: G ODHA.
2015, following:	Pursuant to Reg 30 of SEBI (Listing Obligation please find enclosed the Postal Ballot Notice explanatory statement thereof seeking approval of the	s and Disclosure Requirements), Regulations dated 09th January 2023, along with members of the Company for
¢ ¢	Increase in Authorized Share Capital of the Company and consequenti Memorandum of Association of the Company. Appointment of Ms. Archana Gulia (DIN: 0981 Company. Further find below the schedule of the events for Pos tal Ballot:	al amendment in 6488) as Independent Director of the
	S.No. Activity
	1. Cut-off Date for	Date
	sending Postal Ballot Notice members	t} January 24, 2023
	2. E Voting Start Date	January 27, 2023
		(from 9.00 AM)
3.	E Voting End Date	February 25, 2023
		(till 5.00 PM)

www.godhacabcon.com .

You are requested to take the same in your record.

Thanking you,

Yours Faithfully,

For Godha Cabcon.g nsulation Ltd Madhu God Director

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

POSTAL BALLOT NOTICE

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

Dear Member(s),

Notice is hereby given pursuant to Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), as amended and in accordance with the circulars prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 and General circular No. 11/2022 dated 28-12- 2022 ("MCA Circulars"), for seeking approval of the Members of Godha Cabcon & Insulation Limited ("the Company") to transact the businesses as set out hereunder by passing special Resolutions by way of Postal Ballot only through remote voting by electronic means ("remote e-voting").

Pursuant to Section 102 and other applicable provisions of the Act, the Explanatory Statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice ("Notice") for your consideration and forms part of this Notice.

On account of the said MCA Circulars, the Company is sending this Notice in electronic form only, to all its members' who have registered their e-mail addresses with the Company, their Registrars and Transfer Agents or Depository/Depository Participants and the communication of assent/dissent of the Members will only take place through the remote e-voting system. Further, as per the MCA circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

The instructions for remote e-voting are appended to this Notice. As per the rules read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English National Daily Newspaper circulating widely (in English Language) and one Regional Daily Newspaper circulating in Indore (in Vernacular language, i.e. Hindi).

The Board of Directors of the Company, at its meeting held on Thursday, January 19, 2023 has appointed Mr. Deepak Patil of M/s Deepak Patil& Co., Company Secretaries, as Scrutinizer for conducting the Postal Ballot and Remote E-voting process in a fair and transparent manner.

You are requested to peruse the following proposed Resolutions along with the Explanatory

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

Statement and thereafter record your assent or dissent by means of e- Voting facility only, provided by the Company, not later than 5:00 PM (IST) on Saturday, 25th February, 2023. The assent or dissent received after such date and time shall be treated as if reply from the Member has not been received.

The Scrutinizer will submit his report to the Chairman or any other person authorized by him after completion of the scrutiny of Postal Ballots and e-voting on or before 5.00 p.m. on or before Monday, 27" February, 2023. The said results will be intimated to National Stock Exchange of India Limited ("NSE"), where the Company's Shares are listed, and displayed on the website of the Company i.e. website: www.godhacabcon.com

The Notice is available on the website of the Company i.e. www.godhacabcon.com, the National Stock Exchange of India Limited at www.nseindia.com , where the shares of the Company are listed and on the CDSL website at www.evotingindia. com.

Special Business requiring consent of shareholders through Postal Ballot:

RESOLUTION 1:

Increase in Authorized Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

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

"RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 22,50,00,000/- (Twenty-Two Crore Fifty Lakh Rupees) divided into 22,50,00,000 (Twenty-Two Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupee) each to 67,50,00,000/- (Sixty-Seven Crore Fifty Lakh Rupees) divided into 67,50,00,000 (Sixty-Seven Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupees) each ranking paripassu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place and stead the following: -

"V. The Authorised Capital of the Company is to Rs 67,50,00,000/- (Sixty-Seven Crore Fifty Lakh Rupees) divided into 67,50,00,000 (Sixty-Seven Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupees) each with power to increase and/or reduce the capital of the Company as provided in the Articles of Association of the Company."

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard."

RESOLUTION 2:

Appointment of Ms. Archana Gulia (DIN: 09816488) as Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations'), Ms. Archana Gulia (DIN: 09816488), who was appointed as an Additional Non-Executive Independent Director of the Company and has who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of five years, with effect from 24 January, 2023 and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

Industrial AreaIndore MP 452006 IN

Registered office: By order of the Board 36-D, Sector B Sanwer Road, For Godha Cabcon & Insulation Limited

Place: Indore Rahul Verma Date: January 19, 2023 Company Secretary

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

NOTES: -

1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ("Act") setting out the material facts relating to the proposed resolutions and the reasons thereof are annexed hereto and forms part of this Postal Ballot Notice ("Notice").
1. On account of the said MCA Circulars, the Company is sending this Notice in electronic form only, to all its members' who have registered their e-mail addresses with the Company, their Registrars and Transfer Agents or Depository/Depository Participants and the communication of assent/dissent of the Members will only take place through the remote e-voting system. Further, as per the MCA circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.
1. This Notice is being sent electronically (via e-mail) to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories as on Friday, January 20, 2023 ("Cut-off Date") and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent (RTA), Ankit Consultancy Private limited, having address at 60, Pardeshipura Electronic Complex Indore MP 452010 IN. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the Cut-off Date which will only be considered to avail the facility of remote E-voting.
1. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible for casting their votes through remote e-voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company's (RTA/ Depositories) shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified hereinafter in this Notice.
1. All the documents referred to in this Notice and the Explanatory Statement pursuant to Section 102 of the Companies Act, will be available for inspection via electronic mode from the date of circulation of this Notice upto the date of declaration of Postal Ballot results. Members can inspect the same by writing an email to the Company at [email protected] .
1. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and MCA Circulars, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of Central Depository Services Limited ("CDSL") to provide e-voting facility to its Members. The

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

detailed procedure with respect to e-voting is mentioned hereunder.

Pursuant to the applicable provisions of the Act and Rules framed thereunder and the Listing Regulations, the Company shall serve notice through electronic mode to those Members who have registered their email addresses either with the Depository Participant(s) or the RTA. Members who have not registered their email addresses can now register the same by sending scanned copy(ies) of duly signed request letter to RTA at the email ID: [email protected] Members holding shares in demat form are requested to register their email addresses with their Depository Participant(s) only.

Those Members who have already registered their email address are requested to keep their email addresses validated with their Depository Participants / the Company's RTA to enable servicing of notices / documents / Annual Reports electronically to their email address.

Dispatch of the Notice shall be deemed to be completed on the day on which CDSL sends out the communication for the postal ballot process by e-mail to the members of the Company.
The remote e-voting shall commence on Friday, 27 January, 2023 at 9.00 A.M. (IST) and end on Sunday, 25 February, 2023 at 5.00 P.M. (IST). During this period, Members of the Company holding shares in physical or dematerialized form as on the Cut — Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.
1. The Board of Directors in its meeting held on 19th January, 2023 had appointed Mr. Deepak Patil (CP No. 9636), of Deepak Patil & Co., Practicing Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. Mr. Deepak Patil has given her consent to act as the scrutinizer and be available for the purpose of ascertaining the requisite majority.
1. The Scrutinizer will after the conclusion of e-voting, unblock the votes cast through evoting in the presence of at least two witnesses not in the employment of the Company and submit her report to the Chairman or any other person authorized by Board who shall countersign the same and declare the result of the voting forthwith, after scrutiny of the votes cast through remote e-voting and the result of the Postal Ballot shall be declared on or before Monday, 27th February, 2023. The Scrutinizer's decision on the validity of votes cast through Postal Ballot will be final.
1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.godhacabcon.com and on the website of CDSL www.evotingindia.com immediately after the result is declared by the Chairman or any other person authorized by the Board, and the same shall be communicated to the National Stock Exchange of India Limited ("NSE") where the shares of the Company are listed.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

The vote in this Postal Ballot cannot be exercised through proxy.

CDSL e-Voting System — For Remote e-voting or postal ballot

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

(i) The voting period begins on Friday 27th January, 2023 at 9.00 A.M. (IST) and end on Saturday, 25th February, 2023 at 5.00 P.M. (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, January 20, 2023 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 evoting 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 CDSL/NSDL is given below:

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

E-Mail:-	GODHA CABCON & INSULATION LIMITED CIN: L01100MP2016PLC041592 Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In [email protected]: www.godhacabcon.com
Type shareholders	of Login Method
Individual holding securities in Demat mode with CDSL	Users who have opted for CDSL Easi / Easiest facility, can login 1) Option will be made through their existing user id and password. available to reach e-Voting page without any further authentication. URL The Easiest users login Easi for are to to / https:/Aveb.cdslindia.com/myeasi/home/login visit or www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the 2) companies Voting option for eligible where evoting is the in e- progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e Voting meeting period or joining & voting during virtual the provided to meeting. Additionally, access there also links the is system Voting Providers Service
	of ie. all ec CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e- Voting service providers' website directly.
	option to If the user is not registered for Easi/Easiest, register is 3) available at https:/Aveb.cdslindia.com/myeasi/Registration/EasiRe gistration
	e-Voting Alternatively, page can access user directly by the 4) providing Demat Account Number and PAN No. from a e-Voting www.cdslindiaccom home page available on on link click or https://evoting.cdslindia.com/Evoting/EvotingLogin system The will authenticate the user by sending OTP on registered Mobile & Demat Email recorded Account. successful After the as in authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

Individual Shareholders holding securities mode demat with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the of NSDL. Open web browser by website Services typing the e- URL: following https://eservices.nsdl.com Personal either on a Computer or on home Once mobile. page of e-Services the a is in launched, click on the "Beneficial Owner" icon under "Login" which is available under "IDeAS' section. A new screen will open. You will Password. your User have and After successful enter ID to
	see e-Voting services. authentication, you will be able to Click on "Access to e-Voting" under e- Voting services and you will be able to company name e-Voting e-Voting page. Click service on see or 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 "Register Online https://eservices.nsdl.com. available Select for at
	IDeAS click "Portal or at https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Avww.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is "Login" which launched, under on icon available click the is *Shareholder/Member' section. A new screen will open. You will have to enter your User ID (.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 mode) demat 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 Once you click on e-Voting option, you will be redirected to option. in NSDL/CDSL Depository site after successful authentication, wherein on company name you e-Voting feature. or e-Voting can Click see 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.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

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

	GODHA CABCON & INSULATION LIMITED CIN: L01100MP2016PLC041592
	Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com
through Depository i.e. CDSL and NSDL	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

Login type Shareholders Individual securities in Demat mode with CDSL_ can contact CDSL helpdesk by	Helpdesk details holding Members facing any technical issue in login sending a request at [email protected] contact
Shareholders Individual	at 022- 23058738 and 22-23058542-43. holding Members facing any technical issue in login securities in Demat mode with NSDL 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
shareholders other than individual holding in Demat form. )	(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and The shareholders should log on to the e-voting website www.evotingindia.com.
Click on "Shareholders" module. 2) Now enter your User ID 3)
For CDSL: 16 digits beneficiary ID, a. b. Shareholders holding shares c. registered with the Company.	For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Number in Physical Form should enter Folio
Next enter the Image Verification as displayed and Click on Login. 4)
you holding shares are If 5) existing password is to be used.	demat form logged and had on in to www.evotingindia.com and voted on an earlier e-voting of any company, then your
If you are a first-time user follow the steps given below: 6)
Demat.	For Physical shareholders and other than individual shareholders holding shares in

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

) 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 Physical shareholders and other than individual shareholders holding shares in Demat.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

	GODHA CABCON & INSULATION LIMITED
	CIN: L01100MP2016PLC041592
	Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com
PAN	*PAN Income alpha-numeric Enter your Tax issued by digit 10

	Department demat (Applicable shareholders both well for as as physical shareholders)
	not updated their PAN with the Shareholders who have e
	Company/Depository Participant are requested to use the
	Company/RTA number sequence contact by sent or Company/RTA.

Dividend	Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
Details	format) as recorded in your demat account or in the company records
OR Date of Birth in order to login. (DOB)	If both the details are not recorded with the depository or e
	company, please enter the member id / folio number in the

(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 evoting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant 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.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

(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 —For Remote Voting only.

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 favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Altematively, 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.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. 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 AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1), ANY OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS "THE ACT"), THE RULES MADE THEREUNDER, AS APPLICABLE, SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (HEREINAFTER REFERRED TO AS "LISTING REGULATIONS") AND SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS-2)

Item 1: Increase in Authorized Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

The present Authorised Share Capital of the Company is Rs. 22,50,00,000/- (Twenty-Two Crore Fifty Lakh Rupees) divided into 22,50,00,000 (Twenty-Two Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupee) each. Considering the increased fund requirements of the Company, the Board at its Meeting held on January 19, 2023, had accorded its approval for increasing the Authorised Share Capital from existing Rs. 22,50,00,000/- (Twenty-Two Crore Fifty Lakh Rupees) divided into 22,50,00,000 (Twenty-Two Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupee) each to 67,50,00,000/- (Sixty-Seven Crore Fifty Lakh Rupees) divided into 67,50,00,000 (Sixty-Seven Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupees), subject to shareholders' approval.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

It is therefore proposed to increase the Authorised Share Capital of the Company from Rs. 22,50,00,000/- (Twenty-Two Crore Fifty Lakh Rupees) divided into 22,50,00,000 (Twenty-Two Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupee) each to 67,50,00,000/- (Sixty-Seven Crore Fifty Lakh Rupees) divided into 67,50,00,000 (Sixty-Seven Crore Fifty Lakh) equity shares of face value of Rs. 1/- (One Rupees) by creation of 45,00,00,000 (Forty Five Crore) additional equity share of Rs. 1/- each 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 so as to reflect the changed Authorised Share Capital.

The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members at a general meeting.

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

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an Ordinary Resolution.

Item 2: Appointment of Ms. Archana Gulia (DIN: 09816488) as Independent Director of the Company.

The Board of Directors of the Company had appointed Ms. Archana Gulia (DIN: 09816488), based on the recommendations of the Nomination and Remuneration Committee, as an Additional Director of the Company, with effect from 24th January, 2023. Subject to the approval of the Members, Ms. Archana Gulia was appointed as an Independent Director for a period commencing from 24" January , 2022, not liable to retire by rotation.

In terms of Section 161(1) of the Act, Ms. Archana, being an Additional Director, holds office subject to the approval of shareholders under Section 161(1) of the Companies Act, 2013 ('the Act') and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ((SEBI Listing Regulations') but is eligible for appointment as an Independent Director. The Company has, in terms of Section 160(1) of the Act received in writing a notice from a Member, proposing her candidature for the office of Director.

The Company has received a declaration from her to the effect that she meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, she has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. In the opinion of the Board, she fulfils the conditions specified in the Act and SEBI Listing Regulations for appointment as an Independent Director and is independent of the management of the Company.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

Ms. Archana Ms. Archana Gulia is an MBA from Maharishi Dayanand University and has 2 years of experience in the field of Business Administration. She has also held the position of senior marketing executive of private companies and has required skill set and expertise relevant for the company.

Further details and current directorships as required under SEBI Listing Regulations and Secretarial Standard-2 for General Meetings are provided in Annexure A to this Notice. The terms and conditions of appointment of Ms. Archana as an Independent Director would be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at compliance. [email protected] .

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Ms. Archana as an Independent Director is being placed before the Members for approval. Accordingly, the Board recommends the Special Resolution as set out in the accompanying Notice in relation to appointment of Ms. Archana Gulia as an Independent Director, for a period commencing from 24th January, 2023, for 5 years, for approval of the Members. None of the Directors or Key Managerial Personnel of the Company or their respective relatives, is concerned or interested in the Resolution set out in the Notice. Ms. Archana is not related to any other Director or Key Managerial Personnel of the Company.

Industrial AreaIndore MP 452006 IN RAHUL eet

Registered office: By order of the Board 36-D, Sector B Sanwer Road, For Godha Cabcon & Insulation Limited

VERMA 2232

Place: Indore Rahul Verma Date: January 19, 2023 Company Secretary

CIN: L01100MP2016PLC041592

Details of Directors seeking appointment. [Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard — 2 on General Meetings]

	GODHA CABCON & INSULATION LIMITED CIN: L01100MP2016PLC041592 Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com
	Annexure A
	Details of Directors seeking appointment. [Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard — 2 on General Meetings]
Name of Director DIN	Archana Gulia 09816488
Reason for Change	Appointment
Date of Appointment & term of	January 24,2023
Appointment Brief Profile	MBA Archana from Ms. Gulia an is
	Maharishi Dayanand University and has 2 years of experience in the field of Business Administration.
	position She held senior has also the of
	companies marketing executive of private required and and expertise has skill set relevant for the company

AI assistant

Auri Grow India Limited — Proxy Solicitation & Information Statement 2023

64155_rns_2023-01-25_0a33f111-5a9e-4383-a464-5048f4948a60.pdf

Date: 25" January, 2023

Reference: ISIN: IN8925Y01036; Symbol: GODHA.

CIN: L01100MP2016PLC041592

POSTAL BALLOT NOTICE

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

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

Special Business requiring consent of shareholders through Postal Ballot:

RESOLUTION 1:

Increase in Authorized Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

RESOLUTION 2:

Appointment of Ms. Archana Gulia (DIN: 09816488) as Independent Director of the Company.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

NOTES: -

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

CIN: L01100MP2016PLC041592

CDSL e-Voting System — For Remote e-voting or postal ballot

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

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

For Physical shareholders and other than individual shareholders holding shares in Demat.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

(xvi) Additional Facility for Non — Individual Shareholders and Custodians —For Remote Voting only.

CIN: L01100MP2016PLC041592

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

Item 1: Increase in Authorized Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

Item 2: Appointment of Ms. Archana Gulia (DIN: 09816488) as Independent Director of the Company.

CIN: L01100MP2016PLC041592

Register Office: 36-D, Sector B Sanwer Road, Industrial Area Indore MP 452006 In E-Mail:- [email protected]: www.godhacabcon.com

CIN: L01100MP2016PLC041592

Details of Directors seeking appointment. [Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard — 2 on General Meetings]

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Auri Grow India Limited Proxy Solicitation & Information Statement 2023