Bajel Projects Limited

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July 29, 2024

To,

BSE Limited : Code No. – 544042

Department of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai‐ 400001

National Stock Exchange of India Limited : BAJEL – Series: EQ Listing Department Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai‐ 400 051

Dear Sir/Madam,

Sub: Notice of the 2[nd] Annual General Meeting (“2[nd] AGM”) of Bajel Projects Limited (“Company”)

This is further to our letter dated May 23, 2024, wherein the Company had informed that the 2[nd] AGM of the Company is scheduled to be held on Wednesday, August 21, 2024.

Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and Circulars issued in this regard, please find enclosed herewith Notice of the 2[nd] AGM scheduled to be held on Wednesday, August 21, 2024, at 10:30 a.m. (IST) via Video Conferencing (VC)/Other Audio‐Visual Means (OAVM).

The Notice of the 2[nd] AGM is available on the website of the Company, at https://bajelprojects.com, and also on the website of Link Intime India Private Limited at www.instavote.linkintime.co.in.

We request you to take the above on record and that the same be treated as compliance under the applicable provisions of the SEBI Listing Regulations and other applicable laws, if any.

Thanking you,

Yours faithfully, For Bajel Projects Limited

Ajay Digitally signed by Ajay Suresh Suresh Nagle Date: 2024.07.29 Nagle 16:12:22 +05'30'

Ajay Nagle Executive Director, Company Secretary & Chief Compliance Officer

Encl.: As above

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CIN: L31900MH2022PLC375133

Registered Office: Rustomjee Aspiree, 8[th] Floor, Bhanu Shankar Yagnik Marg, Sion East, Mumbai-400022. Tel.: +91 22 6826 7300

Email: [email protected] Website: https://bajelprojects.com

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Second (2[nd] ) Annual General Meeting (“AGM”) of the members of Bajel Projects Limited (“Company”) will be held on Wednesday August 21, 2024 at 10.30 a. m. (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS

To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2024, together with the reports of Board of Directors and Auditors thereon; and
To appoint a director in place of Mr. Shekhar Bajaj (DIN 00089358), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

To ratify the remuneration of Cost Auditors of the Company for the financial year ending March 31, 2025, and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of ₹ 1,15,000/- (Rupee One Lakh Fifteen Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses, as approved by the Board and upon recommendation of the Audit Committee, to be paid to Messrs R. Nanabhoy & Co., Cost Accountants (Firm registration no. 000010) as Cost Auditors of the Company for conducting the cost audit for financial year 2024-25, be and is hereby ratified, confirmed and approved.”

To consider and approve for giving authorization to the Board of Directors under section 180(1)(c) of the Companies Act, 2013 upto an aggregate limit of H 2,500 crores.

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

“ RESOLVED THAT in supersession of the resolution passed by the shareholders of the Company in the Annual General Meeting held on June 16, 2023 and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and relevant rules made thereto including any statutory modifications or re-enactments thereof and in accordance with the Memorandum and Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to borrow any sum or sums of moneys on such terms and conditions and with or without security as the Board of Directors may think fit from time to time which together with the moneys already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the permissible limit i.e. aggregate of paid-up capital, free reserves and securities premium of the Company, provided that the aggregate amount of money/ moneys so borrowed by the Board of Directors shall not at any time exceed the limit of H 2,500 Crores (Rupees Two Thousand Five Hundred Crores Only) from the present approved limit of H 1,500 Crores (Rupees One Thousand Five Hundred Crores Only).

RESOLVED FURTHER THAT any Director(s) or Company Secretary of the Company be and is/are hereby severally authorised for and on behalf of the Company to do all such acts, deeds, matters and things as may be necessary, proper, expedient, or incidental to give effect to this resolution.”

To consider and approve for giving authorization to the Board of Directors under section 180(1)(a) of the Companies Act, 2013 upto an aggregate limit of H 2,500 crores.

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

Bajel Projects Limited

other applicable provisions, if any, of the Companies Act, 2013 and relevant rules made thereto including any statutory modifications or re-enactments thereof and in accordance with the Memorandum and Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to pledge, mortgage, hypothecate, create floating charge, transfer, sell, lease or dispose-off all or any movable or immovable, tangible or intangible properties of the Company, both present and future, and/or the whole or part of the undertaking of the Company to or in favour of banks, financial institutions, investors and any other lenders in the best interest of the Company; to secure the amount borrowed by the Company or any third party from time to time, for the purpose of due payment of the principal amount and/or together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the aggregate indebtedness secured by the assets / properties / undertaking of the Company shall not at any time exceed the aggregate limit of H 2,500 Crores (Rupees Two Thousand Five Hundred Crores Only) from the present approved limit of H 1,500 Crores (Rupees One Thousand Five Hundred Crores Only).

RESOLVED FURTHER THAT any Director(s) or Company Secretary of the Company be and is/are hereby severally authorised for and on behalf of the Company to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental to give effect to this resolution.”

To consider and approve an option for the conversion of outstanding debt into equity share capital of the Company in the event of a default as per the terms of the facility agreement.

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

“ RESOLVED THAT pursuant to Section 62(3) of the Companies Act, 2013 (including any statutory modifications thereof) and applicable laws, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for conferring a right on certain banks and financial institutions (collectively the “Lenders” reference to which term shall mean and include each of their transferees, assignees and novatees) providing financial assistance of H 2,500 Crores (Rupees Two Thousand and Five Hundred Crores only) from time to time (the “Facility”), to the Company, to convert the outstanding portion of the Facility or any part thereof into equity share capital of the Company, upon the occurrence of an Event of Default and/or continuance thereof in terms of the facility agreement entered into/ to be entered into by the Company with the Lenders in relation to the Facility ("Facility Agreement”), or upon the Lenders deciding to take any action

further to the Prudential Framework for Resolution of Stressed Assets dated June 7, 2019 issued by the Reserve Bank of India, (RBI) as amended, modified, supplemented, replaced, substituted and updated from time to time (“Prudential Framework”) or any other law, as amended, modified, supplemented, replaced, substituted and updated from time to time by any rules, regulations, notifications, circulars, press notes or orders by the RBI in this regard or any other government entity in this regard as more particularly mentioned in the Prudential Framework as follows:

(A) On the happening of an Event of Default, the Lenders shall have the absolute right to convert, at its option, the whole or part of the outstanding amount of the Facility (whether then due and payable or not) along with interest and all other monies payable by the Company under the Financing Documents, into fully paid-up equity shares of the Company, at par and/or at book value and/or at fair value and/or at market value, whichever is lower, in conformity with Applicable Law (which right is hereinafter referred to as "the Conversion Right") and in the manner specified in a notice in writing, to be given by Lenders to the Company (which notice is hereinafter referred to as "the Notice of Conversion"), which notice shall also mention the date on which the conversion will take place (“Date of Conversion”).
(B) On receipt of Notice of Conversion, the Company shall allot and issue the requisite number of fully paid-up equity shares (as specified in the Notice of Conversion) to the Lenders as from the Date of Conversion and the Lenders shall accept the same in satisfaction of the principal amount of the Loan or interest/ commission to the extent so converted. The part of the principal amount of the Loan or interest/ commission so converted shall cease to carry interest/ commission as from the Date of Conversion and the Loan shall stand correspondingly reduced. Upon such conversion, the instalments of the Loan payable after the Date of Conversion as per the Repayment Schedule in the Facility Agreement shall stand reduced in inverse order of maturity but shall continue to be payable on the Due Date(s) as specified in the Repayment Schedule, unless otherwise agreed to by the Lenders. The equity shares so allotted and issued to the Lenders shall carry, from the Date of Conversion, the right to receive proportionately the dividends and other distributions declared or to be declared in respect of the equity share capital of the Company. Save as aforesaid, the said shares shall rank pari passu with the existing equity shares of the Company in all respects. The Company shall, on the occurrence of an Event of Default, maintain sufficient unissued equity shares for the above purpose.

Bajel Projects Limited

(C) The conversion right reserved as aforesaid may be exercised by the Lenders on one or more occasions during the currency of the Facility.
(D) The Company assures and undertakes that in the event of the Lenders exercising the Conversion Right, the Company shall, if required, get the equity shares which will be issued to the Lenders as a result of the conversion, listed with the relevant Stock Exchange(s).
(E) The Company shall comply with Applicable Law with respect to the Conversion Right.
(F) The Board of Directors through its resolution passed at its meeting held on February 12, 2024 at Mumbai has accorded its approval to availing of the Facility and undertaking of the obligations in relation thereto.
(G) Notwithstanding anything to the contrary contained in the Facility Agreement, the Lenders shall have an unqualified right, to take all such actions as may be prescribed in the Prudential Framework, to convert the outstandings into paidup equity share capital of the Company at any time until the currency of the Facility, in accordance with the provisions of the Applicable Laws. The Company shall in accordance with the scheme formulated by the Lenders for such conversion in terms of the Prudential Framework, create, offer, issue and allot in one or more tranches, such number of fully paid-up equity shares of the Company as may be prescribed in the scheme.

Further, on and from the occurrence of an Event of Default and during its subsistence, the Borrower shall not change the practice with regard to

remuneration of directors by means of ordinary remuneration or commission, scale of sitting fees, etc. The Borrower undertakes that, on and from the occurrence of an Event of Default and during its subsistence, the persons exercising substantial powers of management shall only be paid (a) any commission and/or (b) any compensation, in the event of loss of their offices for any reason whatsoever, with the prior approval of the Lenders.

(H) It is hereby clarified that the Lenders may exercise any one or more of the aforesaid rights, without priority or preference between such rights and without in any manner affecting their entitlement to exercise any other right, during the continuation of any previous action”
- Capitalised terms used and not defined hereinabove shall have such meanings as ascribed to them in accordance with the terms of the Facility Agreement and Financing Documents.
To consider and approve amendment of Articles of Association of the Company:

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

“ RESOLVED THAT pursuant to Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder (including any statutory modifications or re-enactments thereof) approval of the members of the Company be and is hereby accorded for the amendment of the Articles of Association of the Company as follows by adding the following new Article as Article no. 92A:

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Sr. No. Reference Particulars of the Amendment
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1.	Insertion before	Insert the following in the place indicated:
	Article 93 and	“Notwithstanding anything to the contrary contained in these Articles of Association,
	after Article 92	the financing company or body or a financing corporation or credit corporation or a
	of the Articles of	bank or a non-banking financial company or a housing finance company or any other
	Association as	company / institution which is in the business of lending or any insurance corporation
	Article 92A	(each such financing company or body of financing corporation or credit corporation or
		any insurance corporation is hereinafter referred to as “Financial Institutions”) providing
		financial assistance (“Facilities”) to the Company shall be entitled, on and or occurrence
		in the event of default and its subsistence, to appoint, remove or replace from time to
		time, directors on the Board (“Nominee Directors”) and/or an Observer on the board
		of the Company (“Observer”), as per the terms of the relevant loan agreements/ facility
		agreements executed from time to time in relation to such Facilities (“Financing
		Documents”). Such Nominee Directors and/or Observer appointed, on and or occurrence
		in the event of default and its subsistence, by such Financial Institutions shall have such
		rights and entitlements as maybe contained in the FinancingDocuments.”

Capitalised terms used and not defined hereinabove shall have such meanings as ascribed to them in accordance with the terms of the Facility Agreement, and other financing documents in relation thereto (“Financing Documents”).

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to accept such terms and conditions as may be imposed or required by the

Lender arising from or incidental to the aforesaid and to do all such acts and things as may be necessary to give effect to the above resolution.”

To approve Material Related Party Transactions with Bajaj Electricals Limited.

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

Bajel Projects Limited

“ RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and in terms of Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company’s Policy on “Materiality of Related Party Transactions and dealing with Related Party Transactions” and all other applicable laws and regulations, as amended, supplemented or re-enacted from time to time, and pursuant to the approval and recommendation of the Audit Committee and the Board of Directors of the Company (hereinafter referred to as the “Committee/Board” which term shall be deemed to include any “Committee” constituted / to be constituted by the Board), the consent /approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company, to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Bajaj Electricals Limited (BEL), as detailed in the table forming part of the Explanatory Statement annexed to this notice, with respect to manufacture and sale of certain products to BEL, reimbursement of expenses to BEL on cost sharing basis, shared services reimbursement, loan transaction including interest, interest reimbursement on bill discounting, rental of office premises, royalty on trademark or any other transactions of whatever nature, notwithstanding that such transactions may exceed rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company, whichever is lower, or such other threshold limit(s) as may be specified by the Listing Regulations from time to time, up to such an extent and on such terms and conditions as specified in the Explanatory Statement annexed to this notice, provided that the said transactions are entered into/ carried out on an arm’s length basis and on such terms and conditions as may be considered appropriate by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all necessary acts, deeds, matters and things, and execute all such documents, undertakings as may be necessary in this regard from time to time to give effect to the above resolution”.

To approve Material Related Party Transactions with Bajaj Finance Limited.

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

time being in force), and in terms of Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company’s Policy on “Materiality of Related Party Transactions and dealing with Related Party Transactions” and all other applicable laws and regulations, as amended, supplemented or re-enacted from time to time, and pursuant to the approval and recommendation of the Audit Committee and the Board of Directors of the Company (hereinafter referred to as the “Committee/Board” which term shall be deemed to include any “Committee” constituted / to be constituted by the Board), the consent /approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company, to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Bajaj Finance Limited (BFL), as detailed in the table forming part of the Explanatory Statement annexed to this notice, with respect to Purchase Bill Discounting / Proforma Bill Discounting / Purchase Order Bill DIscounting, Working Capital Demand Loan, placing of fixed deposit and overdraft against Fixed Deposit Facility for working capital purpose (fungible in nature) or any other transactions of whatever nature, notwithstanding aforesaid transaction may exceed rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company, whichever is lower, or such other threshold limit(s) as may be specified by the Listing Regulations from time to time, upto such an extent and on such terms and conditions as specified in the Explanatory Statement annexed to this notice provided that the said transactions are entered into/ carried out on an arm’s length basis and on such terms and conditions as may be considered appropriate by the Board.

By Order of the Board of Directors of Bajel Projects Limited

Ajay Nagle

Executive Director, Company Secretary & Chief Compliance Officer ICSI Membership No. A9855 Mumbai, May 23, 2024

Registered Office:

Rustomjee Aspiree, 8[th] Floor, Bhanu Shankar Yagnik Marg, Sion East, Mumbai-400022

CIN: L31900MH2022PLC375133 Website: https://bajelprojects.com E-mail: [email protected] Tel.: +91 22 6826 7300

Bajel Projects Limited

NOTES

The Ministry of Corporate Affairs (“MCA”), vide its General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 02/2022, 03/2022, 10/2022, 11/2022, 09/2023 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and September 25, 2023 respectively (collectively referred to as “MCA Circulars”), and the Securities and Exchange Board of India (“SEBI”), vide its Circular Nos. SEBI/HO/CFD/ CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/ P/2021/11,SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/ HO/CFD/PoD-2/P/CIR/2023/4 and SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, and October 07, 2023 respectively (collectively referred to as “SEBI Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), without the physical presence of the Members. In compliance with the provisions of the Companies Act, 2013 (the “Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/OAVM which does not require physical presence of members at a common venue. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM.
The statement pursuant to Section 102 of the Act, setting out the material facts in respect of special businesses under Item Nos.3 to 9 is annexed hereto. Further, the relevant details concerning Item No.2, according to Regulation 36 of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors seeking appointment / re-appointment at this AGM provided/ annexed hereunder and the relevant details concerning Item No.8 and 9, according to Regulation 23 of the SEBI Listing Regulations, with respect to related party transaction(s) provided/ annexed hereunder.
Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Regulation 40 of the SEBI Listing Regulations, as amended, mandates that transfer, transmission and
transposition of securities of listed companies held in physical form shall be effected only in demat mode. Further, SEBI, vide its circular dated January 25, 2022, has clarified that listed companies, with immediate effect, shall issue the securities only in demat mode while processing investor service requests pertaining to issuance of duplicate shares, exchange of shares, endorsement, sub-division/ consolidation of share certificates, etc. In view of this, the Company has issued shares in a dematerialised form only. The shareholders of Bajel Projects Limited (‘BPL’) who were holding equity shares in physical form and had not submitted their demat account details with the Company and/ or Link Intime Pvt Limited ('RTA or Link Intime'), their shares have been transferred to the Escrow Account of the Company opened for this purpose and all rights including the voting rights on such shares shall remain frozen till the rightful owner claims the shares. The Company through its RTA, on receipt of the documents from the said shareholders, will credit the equity shares to their beneficiary demat account(s) after due validation. Members can contact the Company or Link Intime for assistance in this regard.
To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participant (DP).
Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DP.
SEBI vide its earlier circulars have made the PAN as the sole identification number for all participants transacting in the securities market, irrespective of the amount of the transaction. Members are requested to submit their PAN details to their respective DP in case of holdings in a dematerialised form.
As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company’s website. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and if a member desires to opt-out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR3 or SH-14 as the case may be.
In case of joint holders, the Member whose name appears as the first holder in the order of names as

Bajel Projects Limited

per the Register of Members of the Company will be entitled to vote at the AGM.

Members, intending to require information about the Financial Statements or any other matter to be placed at the Meeting, are requested to inform the Company at least a week in advance of their intention to do so, so that the papers relating thereto may be made available, if the Chairman permits such information to be furnished.
In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website https:// bajelprojects.com, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively, and on the website of LinkIntime at https://instavote.linkintime.co.in.
Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
The Company has designated an e-mail id legal@ bajelprojects.com to enable investors to register their complaints/queries, if any.

will have the option of accessing various ESP portals directly from their demat accounts.

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

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User who have not registered for NSDL IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp“
b) Proceed with updating the required fields.
Since the AGM will be held through VC/OAVM, the Route Map is not given in this Notice.

15. Instructions for e-voting and joining the AGM are as follows:

A. Voting Through Electronic Means

In compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and the provisions of Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by LinkIntime on all Resolutions set forth in this Notice.

The remote e-voting period commences on August 16, 2024 (9:00 A.M. IST) and ends on August 20, 2024 (5:00 P.M. IST). During this period Members of the Company, holding shares as on the cut-off date of August 13, 2024, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by LinkIntime for voting thereafter. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or

c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be redirected to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Bajel Projects Limited

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered with CDSL Easi/Easiest facility

Users who have registered for CDSL Easi/Easiest facility.

a) Visit URL: https://web.cdslindia.com/myeasitoken/ home/login or www.cdslindia.com.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users who have not registered for CDSL Easi/Easiest facility.

a) To register, visit URL: https://web.cdslindia.com/ myeasitoken/Registration/EasiRegistration
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

b) Proceed with updating the required fields.
Visit URL: https://instavote.linkintime.co.in
c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
Click on “ Sign Up ” under ‘ SHARE HOLDER ’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Bajel Projects Limited

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
- Shareholders holding shares in physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
- Shareholders holding shares in NSDL form* , shall provide ‘D’ above
- → Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
- → Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘ SHARE HOLDER ’ tab.
Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘ View ’ icon.
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘ Favour / Against ’ (If you wish to view the entire Resolution details, click on the ‘ View Resolution ’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘ Submit ’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘ Yes ’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).

	9
Bajel Projects Limited
f) After selecting the desired option i.e., Favour /
Against, click on 'Submit'.	Login type Helpdesk details
g) A confirmation box will be displayed. If you	Individual Shareholders Members facing any
wish to confirm your vote, click on 'Yes', else to	holding securities in technical issue in login
change your vote, click on 'No' and accordingly	demat mode with can contact CDSL
modify your vote. (Once you cast your vote on the	CDSL helpdesk by sending a
resolution, you will not be allowed to modify or	request at HYPERLINK
change it subsequently).	“mailto:helpdesk.evoting@
OR VOTES UPLOAD:	cdslindia.com”helpdesk. [email protected] or contact at toll free no.	Notice
a) Visit URL:https://instavote.linkintime.co.in and	1800 22 55 33
login with credentials as received in Step 1 above.
	Forgot Password:
b) You will be able to see the notification for e-voting in inbox.	Individual shareholders holding securities in
	physical form has forgotten the password:
c) Select 'View' icon for 'Company’s Name / Event	If an Individual shareholder holding securities in
number '. E-voting page will appear.	physical form has forgotten the USER ID [Login ID] or
d) Download sample vote file from ‘Download Sample Vote File’ option.	Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime:https://instavote.linkintime.
e) Cast your vote by selecting your desired option	co.in
'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.	Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to	Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
modify or change it subsequently).	In case shareholders is having valid email address,
Helpdesk:	Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/
Helpdesk for Individual shareholders holding	her choice by providing the information about the
securities in physical form/ Non-Individual	particulars of the Security Question and Answer, PAN,
Shareholders holding securities in demat mode:	DOB/DOI, Bank Account Number (last four digits) etc.
Shareholders facing any technical issue in login may	as mentioned above. The password should contain
contact Link Intime INSTAVOTE helpdesk by sending	a minimum of 8 characters, at least one special
a request at [email protected] or contact on: -	character (@!#$&*), at least one numeral, at least one
Tel: 022 – 4918 6000.	alphabet and at least one capital letter.
Helpdesk for Individual Shareholders holding	User ID for Shareholders holding shares in Physical
securities in demat mode:	Form (i.e. Share Certificate):Your User ID is Event No
Individual Shareholders holding securities in demat	+ Folio Number registered with the Company
mode may contact the respective helpdesk for any	User ID for Shareholders holding shares in NSDL
technical issues related to login through Depository	demat accountis 8 Character DP ID followed by 8
i.e., NSDL and CDSL.	Digit Client ID
	User ID for Shareholders holding shares in CDSL
Login type Helpdesk details	demat accountis 16 Digit Beneficiary ID.
Individual Shareholders holding securities in demat mode with Members facing any technical issue in login can contact NSDL	Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the
NSDL helpdesk by sending a	password:
request at HYPERLINK	If a Non-Individual Shareholders holding securities in
“mailto:evoting@nsdl.	demat mode has forgotten the USER ID [Login ID] or
co.in”[email protected] or	Password or both then the shareholder can use the
call at : 022 - 4886 7000	“Forgot Password” option available on the e-Voting
and 022 - 2499 7000	website of Link Intime:https://instavote.linkintime.
	co.in

Bajel Projects Limited

Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case the shareholder is having a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/ her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Process and manner for attending the General Meeting through InstaMeet:

Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “ Login ”.
→ Select the “ Company ” and ‘ Event Date ’ and register with your following details: -
- A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
  - Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
  - Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
  - Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.
→ Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/ Members to Speak during the General Meeting through InstaMeet:

Shareholders who would like to speak during the meeting must register their request with the company.
Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
Other shareholder may ask questions to the panellist, via active chat-board during the meeting.
Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking. Instructions for Shareholders/ Members to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.

Bajel Projects Limited

After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the General Meeting through InstaMeet 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 facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

connecting via Mobile Hotspot may experience Audio/ Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 02249186175.

Other Instructions

The Scrutiniser shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-Voting and make, not later than two working days of conclusion of the AGM, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
The result declared along with the Scrutiniser’s Report shall be placed on the Company’s website https:// bajelprojects.com and on the website of LinkIntime https://instavote.linkintime.co.in immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops

By Order of the Board of Directors of Bajel Projects Limited

Ajay Nagle Executive Director, Company Secretary & Chief Compliance Officer ICSI Membership No. A9855 Mumbai, May 23, 2024

Registered Office:

Rustomjee Aspiree, 8[th] Floor, Bhanu Shankar Yagnik Marg, Sion East, Mumbai-400022 CIN: L31900MH2022PLC375133 Website: https://bajelprojects.com E-mail: [email protected] Tel.: +91 22 6826 7300

12 Bajel Projects Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER

The following statement sets out all material facts relating to the business mentioned under Item Nos. 3 to 9 in the Notice:

Item No. 3

The Board of Directors at its meeting held on May 23, 2024, based on the recommendations of the Audit Committee, had approved the appointment and remuneration of Messrs R. Nanabhoy & Co., Cost Accountants (Firm registration no. 000010), as the Cost Auditor for audit of the cost accounting records of the Company for the financial year ending March 31, 2025, on a consolidated remuneration of H1,15,000/(Rupees One Lakh Fifteen Thousand only) excluding taxes and reimbursement of out-of-pocket expenses at actuals, if any, in connection with the audit. The overall remuneration proposed to be paid to the Cost Auditor for the financial year ending March 31, 2025, is commensurate to the scope of the audit to be carried out by the Cost Auditors.

Messrs R. Nanabhoy & Co., Cost Accountants have confirmed that they hold a valid certificate of practice under Sub-section (1) of Section 6 of the Cost and Works Accountants Act, 1959. In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) for the time being in force), the remuneration payable to the Cost Auditor has to be ratified by the members of the Company.

Accordingly, ratification by the members is sought to the remuneration payable to the Cost Auditor for conducting the audit of the cost records of the Company for the financial year ending March 31, 2025.

None of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board recommends the Ordinary Resolution set out

at Item No. 3 of the Notice for approval by the members.

Item no. 4

Pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 (“Rules”) (as amended from time to time), the Board of Directors have the powers to borrow money, where the money to be borrowed, together with the money already borrowed by the company could exceed aggregate of its paid-up share capital, free reserves and securities premium, apart from temporary loans obtained from the company’s bankers in the ordinary course of business provided an approval by way of Special Resolution by the Shareholders of the company has been obtained.

Keeping in view the future plans of the Company, to fulfil long term strategic and business objectives, and as a measure of achieving greater financial flexibility and to enable optimal financing structure, the Board of Directors in its meeting held on May 23, 2024 has, subject to the approval of shareholders of the Company, proposed and approved for seeking the shareholder approval for giving authorization to board of directors under section 180(1) (c) of the Companies Act, 2013 upto an aggregate limit of H2,500 crores from an existing limit of H 1,500 Crores.

None of the Directors or Key Managerial Personnel or their relative(s) is / are in any way concerned or interested, in passing of the above-mentioned resolution except to the extent of their directorships and shareholding in the Company (if any).

Accordingly, consent of the members is sought for passing a Special Resolution as set out at Item No. 4 of this Notice, in relation to the details as stated above and thus the Board recommends the said Resolution for the approval of the members of the Company.

Item no. 5

Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 (“Rules”) (as amended from time to time), 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 or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings; provided a consent by way of Special Resolution by the Shareholders of the company has been obtained.

In order to secure the borrowings / financial assistance, the Company may be required to create security by way of mortgage/ charge and/or hypothecation of 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 management or control of the whole or substantially the whole of the undertaking(s) of the Company or such other related conditions as the Board of Directors and the lenders may approve mutually from time to time.

Since creation of charge by way of mortgage/hypothecation/ floating charge on the movable and/or immovable properties and assets of the Company with the right of taking over management or 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 for approving the limits under the said Section.

Bajel Projects Limited

Keeping in view the future plans of the Company, the long term strategic and business objectives, as a measure of achieving greater financial flexibility, and to enable optimal financing structure, the Board of Directors in its meeting held on May 23, 2024 has proposed and approved for seeking the shareholder approval for setting upto an aggregate limit of H 2,500 Crores from an existing limit of H 1,500 Crores under Section 180(1)(a) of the Companies Act, 2013 due to the approval of limits under Section 180(1)(c) of the Companies Act, 2013.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in this resolution, except to the extent of their respective shareholding, if any, in the Company. This statement may also be regarded as an appropriate disclosure under the listing regulations.

Accordingly, the Board recommends the Special Resolution contained in Item No. 6 of the accompanying notice to the members for approval.

Capitalised terms used and not defined hereinabove shall have such meanings as ascribed to them in accordance with the terms of the Facility Agreement and Financing Documents.

Item no. 7

Accordingly, consent of the members is sought for passing a Special Resolution as set out at Item No. 5 of this Notice, in relation to the details as stated above and thus the Board recommends the said Resolution for the approval of the members.

Item no. 6

The Company is proposing to avail financial assistance in the aggregate not exceeding H 2,500 Crores (Rupees Two Thousand and Five Hundred Crore only) from time to time (the “Facility”) from certain banks and financial institutions (collectively the “Lenders” reference to which term shall mean and include each of their transferees, assignees and novatees), on the terms contained in the facility agreement to be executed between inter alia, the Company/Borrower and the Lenders (the “Facility Agreement”) and other financing documents in relation to the Facility and/or any part of it (collectively, the “Financing Documents”).

As per the terms of the Facility, the Lenders may at its discretion upon the occurrence of an Event of Default and/ or continuance thereof, or upon the Lenders deciding to take any action further to the Prudential Framework for Resolution of Stressed Assets dated June 7, 2019 issued by the Reserve Bank of India, as amended, modified, supplemented, replaced, substituted and updated from time to time (“Prudential Framework”), undertake a conversion of debt outstanding into equity shares as required under extant regulations of RBI, to enable invocation of strategic debt restructuring in applicable cases.

In terms of Section 62(3) of the Companies Act, 2013, a company may accept terms of any loan containing an option by which the Lenders can convert their outstanding loans into equity upon the occurrence of an Event of Default and/or continuance thereof, if it is so authorized by a special resolution. Accordingly, in order to enable the Company to issue equity shares to the Lenders, pursuant to the conversion of the outstanding Facility (or part thereof) into equity share capital of the Company, this item is required to be approved by members of the Company by way of a Special Resolution.

The Company propose to avail financial assistance (the “Facility”) from certain banks and financial institutions (collectively the “Lenders”) a reference to which term shall mean and include each of their transferees, assignees and novatees, on the terms to be contained in the facility agreement to be executed between inter alia, the Company/ Borrower and the Lenders (the “Facility Agreement”) and other financing documents in relation to the Facility and/ or any part of it (collectively, the “Financing Documents”).

As per the terms of the Facility, the Lender may at its discretion upon the occurrence of an Event of Default and/or continuance thereof shall be entitled to appoint, remove or replace from time to time, directors on the Board (“Nominee Directors”) and/or an Observer on the board of the Company, as per the terms of the Facility Agreement.

In relation thereto, the Company needs to alter its Articles of Association ("AoA”) by insertion of certain clauses therein.

The Board of Directors through its resolution passed at its meeting held on February 12, 2024 at Mumbai has accorded its approval to availing of the Facility and undertaking of the obligations in relation thereto, subject to the approval of the Shareholders of the Company. The Board of Directors shall pass necessary resolutions from time to time to accord approval for future facilities having the conditions of Nominee Directors.

In view of the above requirement and as per the provisions of Section 14 of the Companies Act, 2013, a special resolution is proposed to be passed by the members of the Company for adoption of amended and restated AoA of the Company.

Accordingly, the Board recommends the special resolution contained in Item No.7 of the accompanying notice to the members for approval.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested in this resolution.

14 Bajel Projects Limited

Capitalised terms used and not defined hereinabove shall have such meanings as ascribed to them in accordance with the terms of the Facility Agreement and Financing Documents.

Item No. 8

As per Regulation 23 of the Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), approval of the members by way of an Ordinary Resolution is required for material related party transactions (i.e. transactions exceeding H 1000 Crore or 10% of the annual consolidated turnover of the listed entity as per the latest audited financial statements, whichever is lower).

As per the Scheme of Arrangement between Bajaj Electricals Limited (“Demerged Company” / “BEL”) and Bajel Projects Limited (“Resulting Company”/“Company”, and together with the Demerged Company, the “Companies”) and their respective shareholders under Sections 230-232 of the Companies Act, 2013 (“Scheme”) becoming effective, and subject to the provisions of the Scheme and pursuant to Sections 230 to 232 of the Act, the whole of the Demerged Undertaking (as defined in the Scheme) of the Demerged Company, consisting of Power Transmission and Power Distribution Business (as defined in the Scheme), has been demerged, transferred to and vested in the Resulting Company on a going concern basis.

The Scheme has been effective from September 1, 2023, whereby, BEL has become one of the Company’s important customers whose business would contribute to the Company’s revenue and profits. The transactions shall be carried out based on competitive considerations as BEL has local and global suppliers, and the Company must compete with them for securing the BEL’s business.

The Demerged Company and the Resulting Company shall enter into necessary arrangements with respect to manufacture and sale of certain products to BEL, reimbursement of expenses to BEL on a cost sharing basis, loan transactions including interest, rental of office premises, shared services reimbursement, royalty on trademark or any other transactions of whatever nature, notwithstanding that such transactions may exceed rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company, whichever is lower, provided that the said transactions are entered into/ carried out on arm’s length basis and on such terms and conditions as may be considered appropriate by the Board.

The material terms of the proposed transactions with BEL would include the following:

i. All the transactions would be on continuing basis and would be undertaken on an arm’s length basis and in the ordinary course of business.
ii. The transactions would be based on RFQs (request for quote), Purchase / Service Orders/Agreement issued from time to time.
iii. Prices would be negotiated and agreed mutually based on product/service specification and degree of customization/ technology involved.

Considering the expected (significant) growth in business volumes of the Company with BEL and coming into effect of the Scheme, the proposed transactions between the Company and BEL may exceed the above-referred materiality threshold limits of H 1000 Crores or 10% on the annual consolidated turnover of the Company, whichever is less. The annual turnover of the Company for the financial year 2023-24 was H 1,169.21 Crores.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned Company and at an arm’s length basis. The proposed limit for which the approval is sought:

		Total Approval Limit to be
	Related Party	sought (₹ In Crores) (For
		FY 2024-25)
	Bajaj Electricals Limited	₹ 339 Crores

Therefore, in view of compliance with Regulation 23 of the Listing Regulations, 2015, approval of members for the above Related Party Transactions is being sought by way of Ordinary Resolution. The proposal outlined above will contribute to the growth in sales & profits of your Company and is in the Company’s interest. It is informed that the Company had taken the approval of the Members for the FY 23-24 for similar transactions to the tune of H 125 Crores.

The Company provided the Audit Committee with the relevant details, as required under law, for the proposed Related Party Transactions (RPT). The Audit Committee, after reviewing all necessary information, has granted approval for entering into the above-mentioned material RPT with BEL. The Committee has further noted that the abovementioned transactions will be on an arms’ length basis and are in the ordinary course of business of the Company.

Except Mr. Shekhar Bajaj, none of the other Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in this resolution, except to the extent of their respective shareholding, if any, in the Company. This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Accordingly, basis the approval of the Audit Committee, the Board recommends the resolution contained in Item No. 8 of the accompanying notice to the members for approval.

Item No. 9

Bajel Projects Limited

is required for material related party transactions (i.e. transactions exceeding H 1000 Crore or 10% of the annual consolidated turnover of the listed entity as per the latest audited financial statements, whichever is lower).

Company is availing/propose to avail facility from Bajaj Finance Limited (“BFL”) with regards to Purchase Bill Discounting/ Proforma Bill Discounting/PO Bill Discounting, Working Capital Demand Loan, placing of fixed deposit and overdraft against fixed deposit for working capital purpose (fungible in nature), not withstanding that such transactions may exceed rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company, whichever is lower, or such other threshold limit(s) as may be specified by the Listing Regulations from time to time, up to such an extent and on such terms and conditions as specified in the Explanatory Statement annexed to this notice.

The material terms of the proposed transactions with BFL would include the following:

i. A facility of Purchase Bill Discounting/ Proforma Bill Discounting /PO Bill Discounting, Working Capital Demand Loan of ₹ 100 Crores to be availed for working capital purpose (Fungible in nature).
ii. Overdraft Facility of H 95 Crores to be availed by the Company against Fixed Deposit of H 100 Crores from with BFL.
iii. Placing a fixed deposit of H 100 Crores with BFL.

The proposed transactions between the Company and BFL is exceeding the above-referred materiality threshold limits of H1,000 Crores or 10% on the annual consolidated turnover of the Company, whichever is less. The annual turnover of the Company for the financial year 2023-24 was H 1,169.21 Crores.

	Related Party Bajaj Finance Limited	Total Approval Limit sought (₹ In Crores) (Till tenure of the facility) ₹ 300 Crores

Therefore, in view of compliance with Regulation 23 of the Listing Regulations, 2015, approval of members for the above Related Party Transactions is being sought by way of Ordinary Resolution.

The Company provided the Audit Committee with the relevant details, as required under law, for the proposed Related Party Transactions (RPT). The Audit Committee, after reviewing all necessary information, has granted approval for entering into the above-mentioned material RPT with BFL. The Committee has further noted that the abovementioned transactions will be on an arms’ length basis and are in the ordinary course of business of the Company.

Accordingly, basis the approval of the Audit Committee, the Board of Directors recommends the ordinary resolution contained in Item No.9 of the accompanying notice to the members for approval.

By Order of the Board of Directors of Bajel Projects Limited

Ajay Nagle

Executive Director, Company Secretary & Chief Compliance Officer ICSI Membership No. A9855 Mumbai, May 23, 2024

Registered Office: Rustomjee Aspiree, 8[th] Floor, Bhanu Shankar Yagnik Marg, Sion East, Mumbai-400022 CIN: L31900MH2022PLC375133 Website: https://bajelprojects.com E-mail: [email protected] Tel.: +91 22 6826 7300

Bajel Projects Limited

Information of Directors being appointed/ re-appointment at this AGM, pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with provisions of Companies Act, 2013 and Secretarial Standards-2, as on the date of Notice:

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Name of the Director Mr. Shekhar Bajaj (DIN: 00089358)
Date of Birth (Age) June 8, 1948
Experience, Qualifications and Mr. Shekhar Bajaj has been the past President of ASSOCHAM, IMC, ELCOMA (Electric
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Expertise	in	specific	Functional	Lamp & Components Manufacturers Association), IFMA (Indian Fans Manufacturers
Areas				Association) and CFBP (Council of fair business practice). He is currently a Non-
				Executive Chairman of Bajel Projects Limited and Executive Chairman of Bajaj
				Electricals Limited. He is on the board of Bajaj Holdings and Investment Limited,
				Hercules Hoists Limited and many other companies. He was conferred with an
				Honorary Doctorate for his long and outstanding service to the industry.

Born into a family whose brand image speaks of trust and transparency, brought up in the Gandhian ideals of his grandfather late Mr. Jamnalal Bajaj, he is a unique embodiment of time‐tested traditions, visionary zeal and humane concern. His qualifications are B.Sc. (Hons) degree in Mathematics from Pune University (1968), followed by an MBA degree from New York University (1974), equipped him with the formal training required to complement his homespun talents.

Starting in Bajaj Sevashram after graduation, he learned the nitty‐gritty of business by working his way up, gaining invaluable insights into the real market, and joining Bajaj Electricals in 1980. Thereafter in 1984, he took over as the Managing Director of Bajaj Electricals Limited and became its Chairman & Managing Director in 1990. He built on Bajaj Electricals Limited’s inherent strengths and radically turned around its fortunes. Under his watchful eyes, Bajaj Electricals restructured its overall operations, consolidating its formidable retail network to provide the country’s burgeoning middle class with a better quality and service.

Anticipating future trends, Shekhar Bajaj initiated Bajaj Electricals entry into the High Mast and then Transmission Line Tower business, a remarkably successful move; and so, have been the tie‐up with international companies like Morphy Richards of UK for Appliances and the acquisition of Nirlep Appliances Private Limited. Under his august leadership, the Board of Bajaj Electricals Limited took the decision to demerge its Engineering, Procurement & Construction (EPC) business consisting of Power Transmission & Power Distribution into a separate entity, and Bajel Projects Limited was vested with these businesses with effect from September 1, 2023.

Date of first appointment on the Board Listed entities from which the person has resigned in the past 3 years

He has personally led various Corporate Social Responsibility (CSR) initiatives taken by the group. He strongly believes that CSR encompasses not only what we do with our profits, but also how we make them. January 19, 2022

Bajaj Auto Ltd

Shareholding in the Company as on March 31, 2024

Relationship with other directors, manager and other Key Managerial Personnel of the Company Terms and conditions of reappointment

18,14,639 equity shares

None

In terms of Section 152(6) of the Companies Act, 2013. Mr. Shekhar Bajaj who is being appointed as Non-Executive Non-Independent Directors is liable to retire by rotation.

Bajel Projects Limited

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Name of the Director Mr. Shekhar Bajaj (DIN: 00089358)
Details of remuneration/Sitting Fees H 11,50,000 in the financial year 2023-24 as sitting fees (for details please refer to
last drawn (FY 2023-24) the Corporate Governance Report)
Details of proposed remuneration He shall be entitled for the sitting fees and commission, as per the Company’s
Nomination and Remuneration Policy and as approved by the Board of Directors,
subject to such limits as specified under the Companies Act, 2013.
Inter-se relationships between
• Directors None
• Key Managerial Personnel None
Number of meetings of the Board 10/11
attended during the financial year
2023-24
Chairperson/Membership of the Chairperson:
Statutory Committee(s) of Board 1. Risk Management Committee
of Directors of the Company as on
2. Stakeholders’ Relationship Committee
date
3. Corporate Social Responsibility Committee
Membership:
1. Nomination and Remuneration Committee
Other companies in which he/she is 1. Bajaj Electricals Limited
a Director excluding Directorship in 2. Hercules Hoists Limited
Private and Section 8 companies as
3. Hind Musafir Agency Limited
on March 31, 2024
4. Hind Lamps Limited
5. Bajaj Holdings and Investments Limited
6. Indef Manufacturing Limited
Chairperson/Membership of the Chairmanship:
Statutory Committee(s) of Board 1. Hercules Hoists Limited, Stakeholders’ Relationship Committee.
of Directors of other companies
2. Bajaj Electricals Limited, Risk Management Committee.
in which he/ she is a Director
Membership:
excluding Private and Section 8
companies as on March 31, 2024 1. Bajaj Electricals Limited, Stakeholders’ Relationship Committee.
2. Bajaj Electricals Limited, Nomination and Remuneration Committee.
3. Bajaj Electricals Limited, Corporate Social Responsibility Committee.
4. Hind Lamps Limited, Audit Committee.
Justification for Not Applicable
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Justification for choosing the appointee for appointment as an Independent Director

Bajel Projects Limited

The details with reference to the said related party transaction(s), as required pursuant to SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2021/662, dated November 22, 2021:

Sr.No. Description Details
1. Details of summary of information provided by the management to the Audit Committee a. Nature, material terms, Nature of Transaction and particulars of contracts or arrangemen t monetary value and To enter into following contract(s)/ arrangement(s)/ transaction(s) with Bajaj particulars of contracts or Electricals Limited (BEL) with respect to: arrangement
a. Transaction between Company and BEL: The Company will enter into a transaction with BEL for manufacture and sale of certain products to BEL.
b. Interest reimbursement for bill discounting: Any reimbursement on bill discounting facility availed by BEL for sale by the Company to BEL, for which interest deducted on payment to Bajel by the discounting bank will be reimbursed from BEL by the Company.
c. Reimbursement Expenses to BEL: The Company shall reimburse certain expenses incurred post the effective date of the Scheme to BEL on a cost sharing basis.
d. Loan received from BEL including interest: The Company may avail loan from BEL for working capital facilities and may pay any other interest/ charges related to margin money on Customer Bank Guarantee issued by BEL Bank..
e. Rent paid to BEL for using Office: The Company is required to pay rent on the office premises taken on Leave and License basis from BEL.
f. Royalty on Trademark: As per terms of the license agreement, the Company will pay a Royalty on Trademark Licensing. As a royalty, the Company shall pay to the BEL a sum equivalent to one percent (1%) of the net sales generated from third party goods bearing the Licensed Trademark, excluding sales derived from the contract for the supply of goods to BEL itself.

Material Terms of Transaction

i. All the transactions would be on a continuing basis and would be undertaken on arm’s length basis and in the ordinary course of business.
ii. The transactions would be based on RFQs (request for quote), Purchase / Service Orders/ Agreements issued/entered from time to time.
iii. Prices would be negotiated and agreed mutually based on product/ service specifications and degree of customization/ technology involved.

Total Monetary Value of the above transactions : ₹ 339 Crores (For FY 2024-25)

b. Name of the related party Bajaj Electricals Limited, Group Company. and its relationship with the entity;
c. Name of the director or key Mr. Shekhar Bajaj, Non-Executive Director and Promoter of the Company managerial personnel who is related, if any and nature of relationship
d. Tenure of the proposed 3 Years transactions
e. Value of transactions ₹ 339 Crores f. Percentage of annual 29% consolidated turnover of the Company considering FY 2023- 24 as the immediately preceding financial year
g. Details of transaction Not Applicable relating to any loans, intercorporate deposits, advances or investments made or given by the Company.

Bajel Projects Limited

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Sr.No. Description Details
h. Justification for the As a result of the implementation of the Demerger Scheme, BEL has emerged
transaction as one of the customers whose business would contribute to the Company’s
revenue and profits. The aforesaid transactions shall be carried out based on
competitive considerations as BEL has local and global suppliers, and the
Company must compete with them for securing BEL’s business.
Considering the expected (significant) growth in business volumes of the
Company with BEL and upon implementation of the Scheme, the proposed
transactions between the Company and BEL may exceed the above-referred
materiality threshold limits of 10% of the annual consolidated turnover of the
Company or ₹ 1,000 Crores, whichever is lower.
i A statement that the Not applicable
valuation or other external
report, if any, relied upon by
the Company in relation to
the proposed transaction will
be made available through
registered email address of
the shareholder
j Percentage of the counter- 7.30%
party’s annual consolidated
turnover that is represented
by the value of the proposed
RPT on a voluntary basis
k Any other information that All relevant information mentioned in the Explanatory Statement setting
may be relevant out material facts, pursuant to Section 102(2) of the Act, is forming part of
this Notice.
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The Board recommends this resolution set out in Item No.8 of this notice for approval of the Members to be passed as an Ordinary Resolution.

Mr. Shekhar Bajaj, Director is interested in the said resolution. Except for him, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested.

Bajel Projects Limited

The details with reference to the said related party transaction(s), as required pursuant to SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2021/662, dated November 22, 2021:

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Sr.No. Description Details
1. Details of Summary of information provided by the management to the Audit Committee
a Nature, material terms, 1. A Facility of Purchase Bill Discounting/Proforma Bill Discounting/PO Bill
monetary value and Discounting/WCDL of ₹ 100 Crores to be availed with Bajaj Finance Ltd
particulars of contracts or for working capital purpose (Fungible in nature).
arrangement 2. Overdraft Facility of ₹ 95 Crores to be availed by the Company against
Fixed Deposit of ₹ 100 Crores from with Bajaj Finance Ltd for working
capital purpose.
3. Placing afixed deposit of ₹ 100 Crores with BFL.
Material Terms of Transaction
1. A facility of Purchase Bill Discounting/Proforma Bill Discounting/PO Bill
Discounting/WCDL of ₹ 100 Crores to be availed with Bajaj Finance Ltd
for working capital purpose (Fungible in nature).
2. Overdraft Facility of ₹ 95 Crores to be availed by the Company against
Fixed Deposit of ₹ 100 Crores from with Bajaj Finance Ltd for working
capital purpose.
3. Placing of fixed deposit of ₹ 100 Crores with BFL.
Total Monetary Value of the above transactions:
₹ 300 Crores till the tenure of the facility
b. Name of the related party Bajaj Finance Limited.
and its relationship with the
entity;
c. Name of the director or key Mr. Shekhar Bajaj, Non-Executive Director, relative of Promoter
managerial personnel who
is related, if any and nature
of relationship
d. Tenure of the proposed Till the repayment of outstanding facility availed from Bajaj Finance
transactions Limited.
e. Value of transactions ₹ 300 Crores
f. Percentage of annual 25.67%
turnover of the Company
considering FY 2023- 24 as
the immediately preceding
financial Year
g. Details of transaction Not applicable
relating to any loans, inter-
corporate deposits, advances
or investments made or
given by the Company
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Bajel Projects Limited

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Sr.No. Description Details
h. Justification for the Company is proposing to avail facilities from Bajaj Finance Ltd with respect
transaction to Purchase Bill Discounting/ Performa Invoice Bill/WCDL Discounting/PO
Bill Discounting, placing fixed deposit and overdraft against fixed deposit,
as the outlined facilities offer a credit facility with competitive pricing
and includes additional benefits such as Proforma Bill Discounting / PO
Discounting, zero margin money etc, all in the Company’s interest.
The above facility is for working capital of the Company, the proposed
transactions between the Company and BFL may exceed the above-referred
materiality threshold limits of 10% of the annual consolidated turnover of
the Company or ₹ 1,000 Crores, whichever is lower.
i A statement that the Not Applicable
valuation or other external
report, if any, relied upon by
the Company in relation to
the proposed transaction will
be made available through
registered email address of
the shareholder
j Percentage of the counter- 0.546%
party’s annual consolidated
turnover that is represented
by the value of the proposed
RPT on a voluntary basis
K Any other information that All relevant information mentioned in the Explanatory Statement setting
may be relevant out material facts, pursuant to Section 102(2) of the Act, is forming part of
this Notice.
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The Board recommends this resolution set out in Item No.9 of this notice for approval of the Members to be passed as an Ordinary Resolution.

INFORMATION AT A GLANCE

Particulars	Details
Day, date, and time of AGM	Wednesday, August 21,2024 at 10.30 a.m.
Mode	Video conference and other audio-visual means
Participation through Video Conference	https://instameet.linkintime.co.in/
Helpline number for VC participation	022-49186175
Cut-off date for e-Voting	August 13, 2024
E-Voting start time and date	Friday, August 16, 2024 at 9.00 a.m. (IST)
E-Voting end time and date	Tuesday, August 20, 2024 at 5.00 p.m. (IST)
E-Voting website	Refer Point 15 of the Notice.
Name, address, and contact details of e-Votingserviceprovider	Link Intime India Private Limited C 101, 247 Park, Lal Bahadur Shastri Rd, Surya Nagar, Gandhi Nagar, Vikhroli West, Mumbai 400083. Tel.: 022 4918 6000.
Name, address, and contact details of Registrar and Transfer Agent

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Bajel Projects Limited — AGM Information 2024

59662_rns_2024-07-29_d34a15da-2944-41c3-8ad8-f6f0dca89e7c.pdf

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Sub: Notice of the 2[nd] Annual General Meeting (“2[nd] AGM”) of Bajel Projects Limited (“Company”)