Avro India Limited — Proxy Solicitation & Information Statement 2025

Jan 7, 2025

Date: January 07, 2025

To, To National Stock Exchange of India Ltd BSE Limited Exchange Plaza, C-1, Block G, Phirozee Jeejeebhoy Towers Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai-400051 Mumbai-400051 NSE Symbol: AVROIND BSE Scrip Code: 543512

Sub: Corrigendum to the Notice of Extraordinary General Meeting dated December 27, 2024

Dear Sir/Mam

This has reference to the Notice of Extraordinary General Meeting (EGM) dated December 27, 2024 issued by the Company for the purpose of seeking members approval for the issuance of equity shares to Non-promoters on a preferential basis and issuance of warrants to Promoter Group on a preferential basis as set out in the said Notice of EGM which was already sent via email to all the shareholders of the Company.

Today, the Company has issued the corrigendum to the Notice of EGM vide email to inform all shareholders regarding amendment in explanatory statement w.r.t. Point k, o, p on page 18 of EGM Notice and Point a of Item No. 1 and 2 on page 19 of EGM notice. Copy of detailed corrigendum is being enclosed herewith.

Except as detailed in attached corrigendum, all other terms and contents of the Notice of EGM dated 27[th] December, 2024 shall remain unchanged. This corrigendum is being also available on the website of the Company at www.avrofurniture.com

This is for your information and records.

Kindly acknowledge the receipt of the same.

For AVRO INDIA LIMITED

SUMIT Digitally signed by SUMIT BANSAL BANSAL Date: 2025.01.07 18:18:40 +05'30' Sumit Bansal Company Secretary & Compliance Officer Membership No.: A42433

Encl: A/a

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CORRIGENDUM TO NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON JANUARY 19, 2025

Dear Members,

This is in reference to the Notice of Extra-Ordinary General Meeting dated December 27, 2024, (“the company”) of Avro India Limited to be held on Sunday, January 19, 2025 at 01:00 PM through Video Conference (VC)/ Other Audio-Visual means (OAVM for seeking approval for matters contained in the said notice.

The said Notice has already been circulated to all the Shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with rules made thereunder.

This corrigendum is being issued to provide more clarity on the disclosures made in explanatory statement. The Company is therefore amending the said Notice to the extent mentioned in this Corrigendum. Also, there are no other changes except those provided in this corrigendum.

In this regard, please note the following amendments to the Notice:

1. In the explanatory statement, “Point k” on Page-18 of the Notice, shall be read as under:

k. Number of persons to whom allotment has already been made during the year, in terms of Number of Securities as well as Price”

On October 19, 2024, the company had allotted 6,48,330 equity shares of Rs. 10/- each issued at a premium of Rs.117.25/- to two Promoters and thirteen Non-Promoters on a preferential basis.

On the same day, the company also allotted 5,30,451 Warrants on preferential basis to thirteen Nonpromoters in accordance with the provisions of SEBI (Issue of Capital and Disclosures Requirements) Regulations, 2018, as amended at an price of Rs.127.25/- per warrants (including a premium of Rs. 117.25 per warrant), each Warrant convertible into 1 Equity Share of face value of Rs. 10/- each fully paid up.

For more details, please refer outcome of the Board meeting made to both the Stock Exchanges dated October 19, 2024. BSE https://www.bseindia.com/xml-data/corpfiling/AttachHis/9b939d84-55d0-45dc-921b26de1f539263.pdf NSE https://nsearchives.nseindia.com/corporate/AVROIND_19102024141048_BMOutcome.pdf

2. In the explanatory statement, “Point o and p ” on Page-18 of the Notice, shall be read as under:

O. Undertaking to re-compute the price

Since the company’s equity shares are frequently traded and have been listed on a recognized Stock Exchange for more than 90 trading days prior to the Relevant Date, there is no need for the company to re-compute the price of equity shares to be issued and therefore, the company is not required to submit the undertakings specified under the relevant provisions of the SEBI ICDR Regulations.

In view of the same, point p of the notice is also not applicable.

3. In the explanatory statement, “Point a ” on Page 19 of the Notice, shall be read as under:

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-
Kindly read the percentage of pre and post issue Preferential Issue Capital of the below allottee(s) as under
Sr. Name of the Proposed Allottees Pre-issue No. of No. of Post-issue
No Shareholding Equity warrants Shareholding
Structure (As on Shares to to be Structure
relevant date) be allotted
allotted
Number % of % of Post %
shares shares
1. Nikhil Aggarwal 291,439 2.71 - 323,450 614,889 4.34
2. Rahul Dhanesh Parikh 500 0.00 80,000 - 80,500 0.57
3. Suraj Gaydhane 42 0.00 26,981 - 27,023 0.19
4. Abhishek Bindal 38,711 0.36 26,950 - 65,661 0.46
5. Sonu 16,400 0.15 13,500 - 29,900 0.21
6. Digish Ramesh Pandit 3,364 0.03 18,000 21,364 0.15
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*Assuming full conversion of 530451 warrants allotted on 19.10.2024 and full conversion of 323450 warrants proposed to be allotted.

The Corrigendum shall be read in conjunction with the EGM Notice together with explanatory statement. This Corrigendum is also available on the website of the Company’s website viz. www.avrofurniture.com and also communicated to NSE and BSE where the shares of the Company are listed.

For & On Behalf of the Board of Directors AVRO INDIA LIMITED

SUMIT Digitally signed by SUMIT BANSAL BANSAL Date: 2025.01.07 16:40:53 +05'30'

Sumit Bansal

(Company Secretary & Compliance Officer)

Membership No: A42433

Date: 07.01.2025 Place: Ghaziabad