Auri Grow India Limited — Proxy Solicitation & Information Statement 2024

Oct 10, 2024

Date:10"" October ,2024

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

Ref:Symbol :GODHA ; ISIN: INE925Y01036

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

Dear Sir,

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

The Company on 10" October,2024i.e. today, has e-mailed the Postal Ballot Notice along with Explanatory Statement to those members whose name appear in the Register of Members or List of Beneficial Owner as maintained by the Company/ Depository, as on Friday, 04th October, 2024 (cut-off date) and whose e-mail addresses are registered with the Company or with the Depository. A copy of the Postal Ballot Notice is also available on the Website of the Company at www.godhacabcon.com.

In this connection, we also wish to inform that e-voting in respect of the resolution mentioned in the Postal Ballot Notice will commence at 9:00 A.M. (IST) on Thursday, | 1th October, 2024 and shall concluded at 5:00 P.M. (IST) on Saturday, 09th November,2024. The Postal Ballot results will be submitted within 2 Working Days from the conclusion of the e-voting period, with the stock exchange in accordance with the Listing Regulations.

Kindly take the same on records and acknowledge the receipt.

Thanking You Yours faithfully

For Godha Cabcon& Insultation Limited. For, GODHA CABCO; ULATION LIMITED,

_ DIRECTOR ©

• awit

Diwakar Sharma Managing Director & CFO DIN: 10469285

GodhaCabcon& Insulation Limited

CIN:L62090MP2016PLC041592

Regd. Office: 36-D,Sector B. Sanwer Road,, Industrial Area,, , INDORE - 452006 Corp. Office: 36-D,Sector B, Sanwer Road,, Industrial Area,, , INDORE — 452006 Contact No:903330082 1 Website: www.godhacabe com :E-mail ID:compliance.eodhacabcon @gmail.com

NOTICE OF POSTAL BALLOT

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

_REMOTE E-VOTING STARTSON	REMOTE E-VOTID SG eps on
Friday October ,11" 2024 (9.00 AM.)	Saturday November 9, 2024 (5.00 PM)

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the "Act'), read together with the Companies (Management and Administration) Rules, 2014, as amended (the "Management Rules"), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28. 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (the "MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof. for the time being in force), that the resolutions appended below is proposed to be passed by the members of the Company . through postal ballot (the "Postal Ballot') only by way of remote e-voting ("e-voting") process. An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons/rationale thereof form part of this Postal Ballot notice ("the Notice" or "the Postal Ballot Notice'),

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "LODR Regulations") and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e- voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the 'Notes' to this Notice. The Board of Directors has appointedM/s. Vishakha Agrawal & Associates., as the scrutinizer ("Scrutinizer")Secretaries as scrutinizer for conducting the Postal Ballot by remote e-voting process in a fair and transparent manner. In compliance with the provisions of Section 108 and 110 of the Act(s), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 ("Listing Regulations")

the Company is providing e-voting facility to its members for voting on the resolution contained in this Postal Ballot Notice through Central Depository Services (India) Limited (CDSL). The members can vote on the resolutions through remote e-voting facility only. Assent or dissent of the members on the resolution mentioned in Postal Ballot Notice would only be taken through the remote e-voting system as per the MCA Circulars. During the e- voting period, members of the company, holding shares either in physical form or in dematerialized form, as on Friday , October 04" 2024 can cast their vote electronically. The remote e-voting facility will be available from Friday October ,1 1th 2024 (9.00 AM.) _up to 17:00 Hours (IST) on Saturday November 9, 2024 , failing which it will be considered that no vote has been received from the shareholder. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time. The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto, - INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Scrutinizer will submit his report to the Chairman of the Company (the "Chairman") or any other person authorized by the Chairman. and the result of the voting by Postal Ballot will be announced not later than 2 working days from the conclusion of the e-voting. The result declared along with the Scrutinizer's report shall be communicated to www nseindia. 201 also be displayed on the Company's website https://www.srestha.co.in/ The last date of e-voting, i.e. Saturday November 9, 2024 ., shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority, Item of businesses requiring consent of shareholders through Postal Ballot (remote e- voting):

SPECIAL BUSINESSES;

The members are requested to consider and if thought fit, pass the following resolution(s):

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

"RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the rules framed thereunder, and consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. 1,67,50,00,000/- (Rupees One Sixty Seven Crores Fifty Lakhs Only) divided into 1.67.50,00,00(One Sixty Seven Crores Fifty Lakhs ) equity shares of face value of Rs. |/- (One Rupee) each to 2,17,50,00.000. /- (Rupees Two Hundred Seventeen Crore Fifty

LakhsOnly) divided into 2,17,50,00,000 (Two Hundred Seventeen Crore Fifty Lakhs) equity shares of face value of Rs. 1/- (One Rupees) each and that clause V of Memorandum of Association be altered accordingly.

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

V. The Authorized share capital of the company ts Rs.2,17,50,00,000 7 (Two Hundred Seventeen Crore F, ifty Lakhs Rupees) divided into 2,17,50,00,000 (Two Hundred Seventeen Crore Fifty Lakhs Jof Rs. 1/- (Indian Rupees One only) each.

RESOLVED FURTHER THAT any director and/or company secretary of the Company be and is hereby severally authorized to do all such act(s), deed(s) and things including all forms, documents filing with Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution."

Date: 08 October 2024 Place: Indore For, GODHA CABCON

By order of the board of GodhaCabcon& Insulation Limited

TION LIMITED

_ DIRECTOR i

Diwakar Sharma Managing Director &CFO DIN: 10469285

NOTES

• LE An explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013("Act") setting out the material facts concerning the businesses to be transacted is annexed hereto. The relevant details, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
• In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "LODR Regulations") and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 3 1, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021.3/2022 dated May 05,2022, and 11/2022 dated December 28, 2022and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, the manner of voting on the proposed resolution is restricted only to e- voting Le., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The communication of the assent or dissent of the Members would only take place through the remote e-voting system. In compliance with the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / depository participant(s).

• . The Postal Ballot Notice is being sent to the Member(s) whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited CDS) as2on Friday,October 04, 2024, (cut-off date). The Postal Ballot Notice is being sent to the Members who have registered their e-mail IDs for receipt of documents in electronic form to their e- mail addresses registered with their Depository Participants/the Company's Registrar and Share Transfer Agent ("RTA"), For Members who have not registered their e-mail address so far, are requested to register their e-mail address by sending an e-mail to the Company/RTA directly.
• . The Board of Directors ("The Board") has appointed M/s.Vishakha Agrawal &Associates . Company Secretary as the Scrutinizer. for conducting the postal ballot (remote e-voting ) g | g process in a fair and transparent manner.
• Member(s) whose names appear on the Register of Members/List of Beneficial Owner(s) as on the cut-off date ie. Friday October 04, 2024. will be considered for the purpose of e- voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only
• 1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed through

postal ballot and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system which will be provided by CDSL.

. The voting period begins on Friday October ,11'"2024 (9.00 AM.) and ends onSaturday November 9, 2024 (5.00 PM). During this period shareholders of the Company, holding shares cither in physical form or in dematerialized form, as on the cut-off date i.e. October, 04th Friday 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter, - The Scrutinizer will collate the votes downloaded from the e-voting system to declare the result for each of the resolution forming part of the Notice of Postal Ballot. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

• Member(s) having any grievance(s) pertaining to Postal Ballot process can contact to Mr. Diwakar Sharma, Managing Director and CFO on. email id: PPALIGIIOl, £F¢
• 1. After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman/ Executive Director of the Company,
• 1. The result of Postal Ballot would be announced by the Chairman/ Executive Director or any person authorisedby him on or before Monday,November 11 2024, on Stock Exchange(s), Where shares of the Company are listed i.e. www.nseindia.comand the Scrutinizer's report on the Company's Website i.e.
• 1. The resolutions, if approved, shall be deemed to have been passed on the last date of voting, i.e. November 09, ²⁰²⁴
• 1. The voting right of shareholders shall be in proportion to one vote per fully paid equity share of the Company held by them as on the cut-off date i.e. 04th October ,2024.

INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

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

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

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

• (1) The voting period begins on October » 11th Friday 2024 9:00A.M.(IST)and end on November 9, Saturday 2024, 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 October, 04th 2024, 2023 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter. Godha Cabcon& Insulation Limited
• (11) 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 ofa 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.

(iii) 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:

Type	of Login Method
shareholders
Individual Shareholders holding securities in Demat mode with CDSL	. 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 nttps://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 c-Voling 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

ion/Easike gistration

Individual Shareholders holding securities in demat mode with NSDL Alternatively, the user can directly access e-Voting page by providing Demat ecount Number and PAN No. from a e-Voting link available on vw.cds! somhome page or click on https | \f ) 5 i \ OF \ oginThe system will authenticate ae user oo senting 0' < [ P on ¢ fesse Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual 7) — |) 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 "L ogin" 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 amis 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. C lick ¢ 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 peter 1 or IDeAS e-Services. option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/ reWeb/IdeasDirectRee, sp Visit the e-Voting ee: of NSDL. Bas web browser by typing the following URL: https://www.eve dl.com/either on a Personal Computer or on a ae Ones 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. Godha Cabcon& Insulation Limited Page | ⁷

	Individual You Shareholders } account (holding securities demat mode) will be their Depository	can also login redirected to	using the login credentials of your demat through ~~ your — Depository articipant registered — with NSDL/CDSL for e-Voting facility. After Successful login, you will be in able to see e- Voting option. Once you click on e-Voting option, you NSDL/CDSL Depository site after successful login through 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 Participants e-Voting period or joining virtual meeting & voting during the meeting. a
Depository	Shareholders holding securities i.e. CDSL and NSDL ee neue f Login type	in demat	Important note: Members who are unable to retrieve User ID/ Password are advised to use For User ID and Forget Password option available at abovementioned website. Helpdesk for Individ mode for any technical issues related to login	get ual through
	Individual — Shareholders securities in Demat mode with CDSL Individual — Shareholders securities in Demat mode with NSDL hee eee	prea	Helpdesk details holding Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@edslindia.comor contact 81.022. 23058738 and 22-23058542-43, holding Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
(iv)Login	method for e-Voting shareholders other than individual holding in Demat form.	and joining	virtual meetings for Physical shareholders	and
	1)		The shareholders should log on to the e-voting website www.evotingindia.con
	2) Click on "Shareholders" module. 3) Now enter your User a. For CDSL: b. ¢. with the Company.	ID 16 digits beneficiary ID,	For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Shareholders holding shares in Physical Form should enter Folio Number registered
	4)		Next enter the Image Verification as displayed and Click on Login.
	5)		Ifyou are holding shares in demat form and had logged on to www.evotingindia.com and o> voted on an earlier e-voting of any company, then your existing password is to b e used.
	6) Ifyou area		first-time user follow the steps given below:
	Godha Cabcon& Insulation Limited

• 1) The shareholders should log on to the e-voting website www.evotingindia.con
• 2) Click on "Shareholders" module.
• 3) Now enter your User
• a. For CDSL: 16 digits
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) Ifyou are holding shares in demat form and had logged o> on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

_ Demat. PAN	For Physical shareholders and other than individual shareholders holding shares in Enter your 10 digit
	alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) e 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 Details	Bank 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 OR Date of Birth in order to login.
(DOB)	e 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.
(vi) screen. However, password field.	After entering these details appropriately, click on "SUBMIT" tab. Shareholders holding shares in physical form will then directly reach the Company selection 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 Kindly note that this password is to be also used by the demat holders for
(vii)	voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(vill)	Click on the EVSN for the relevant on which you choose to vote.
	(ix) 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.
(x)	Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xi) After selecting	the resolution. you have decided to vote on, click on "SUBMIT". 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.
(xii) vote.	Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your

• (vi) 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.
• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (vill) Click on the EVSN for the relevant on which you choose to vote.
• (ix) 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.
• (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xi) 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. Godha Cabcon& Insulation Limited
• (xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote. (xili) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page. >

(xiv) 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,

(xv) 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 helpdes!|
• | K.eVOtNge(@cdslindla.com
• 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 helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• ^Ascanned 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.
• ^eAlternatively, 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: aaplustradelinklimited@gmail.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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 helpdesk .evoting(@cdslindia.com 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 helpdesk.evoting@cdslindia.com 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,

Godha Cabcon& Insulation Limited Page | 10

2015) (HEREINAFTER) REFERRED TO AS "LISTING REGULATIONS") AND SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS-2)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

In order to broad base the Capital Structure and to meet funding requirements of the Company and to enable the Company to issue further shares, It is proposed Increase in authorised share capital of the company from present Rs. 167,50,00,000 (Rupees One Sixty SevenCrores Fifty Lakhs Only) divided into 167,50,00,000 (Rupees One Sixty Seven Crores Fifty Lakhs) Equity Shares of face value Re. I/- each to 1.67.00,00,000/- (One Hundred Sixty Seven Crore Rupees) divided into 2,17,50,00,000 /- (Two Hundred Seventeen Crore Fifty Lakhs Rupees) divided into 2.17,50,00,000 (Two Hundred Seventeen Crore Fifty Lakhs Rupees) equity shares of face value of Rs. 1/- (One Rupees) each and that clause V of Memorandum of Association be altered accordingly

As a consequence of increase of Authorised Share Capital of the Company, the existing Authorised Share Capital Clause in Memorandum of Association of the Company be altered accordingly. The proposed increase of Authorised Share Capital requires the approval of members in general meeting u/s 13 and 61 of the Companies Act, ²⁰¹³

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

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

By order of the board of Godha Cabcon& Insulation Limited Date: 08" October 2024 For, GODHA CABCON LATION LIMITED Place: Indore

, DIRECTOR

Diwakar Sharma Managing Director &CFO DIN: 10469285