Bhilwara Spinners Ltd — Proxy Solicitation & Information Statement 2023

Dec 9, 2023

ANJALI

JAIN

Digitally signed by ANJALI JAIN DN: c=IN, postalCode=311001, st=RAJASTHAN, street=C 59 BHILWARAKASHI PURI OPP MADHAV UDHYAN 311001, l=BHILWARA, o=Personal, title=7254, serialNumber=43bf6898b777b0a91a5152465de894ccf9a9fb26c02d7714d563acd5c0f9d84f, pseudonym=725420221118130155358, 2.5.4.20=dcaf93969ef1205e94de0e18b9f57c811e35ec0f0d4b1820dc42ac475e36e704, email=JAINANI2207@GMAIL.COM, cn=ANJALI JAIN Date: 2023.12.09 16:56:08 +05'30'

BHILWARA SPINNERS LTD.

CIN L17115RJ1980PLC008217

Regd. Office: 26, Industrial Area, Poxt Box No.6,Gandhi Nagar, Bhilwara-311 001 (Rajasthan) India Ph : 01482 – 246601 Fax : 01482 – 246461

Email : bhilspinbs@gmail.com , website: www.bhilspin.com

CORRIGENDUM NOTICE EXTRA-ORDINARY GENERAL MEETING

This is in reference to the Notice sent on 24[th] November, 2023 for convening the Extra-Ordinary General Meeting of the Shareholders of M/s. Bhilwara Spinners Limited on Saturday, 16th December, 2023 at 11:00 A.M. at the Registered Office of the Company at 26, Industrial Area, Gandhi Nagar, Bhilwara -311 001 (herein referred as “Notice”), for seeking your approval for matters contained in the said Notice. The notice of EGM has already been circulated to all the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013, read with the Rules made thereunder.

Subsequent to issuance and circulation of EGM notice, certain errors has been noted in the resolution proposed to be passed at EGM. The amendments to the Notice of EGM are attached.

Except as detailed in the attached Corrigendum, all other items of the EGM Notice along with Explanatory Statement dated 18[th] October, 2023, shall remain unchanged. This corrigendum and the original Notice of EGM shall be placed before the shareholders in the ensuing EGM to be held on Saturday, 16th December, 2023 for their approval. This corrigendum is also being placed at the website of the Company www.bhilspin.com, the website of the stock exchange(s), where the shares of the Company are listed and on https:// www.evoting.nsdl.com/

By Order of the Board of Directors For Bhilwara Spinners Limited

Ashok Kumar Kothari Managing Director DIN: 00132801

Place: Bhilwara Date: 09/12/2023

1

The following particulars of Explanatory Statement to Resolution No. 2 are amended as follows.

Changes to the Explanatory Statement to Resolution No. 2

Revised point no v) of Item No 2 of the explanatory Statement to the Notice of EGM shall be read as under:

• v) Basis on which the price has been arrived at and justification for the price (including premium, if any)

The Equity Shares of the Company are listed on BSE Limited (“BSE”). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and volume weighted average price of the company’s equity shares at BSE Platform has been considered in accordance with the SEBI (ICDR) Regulations.

In compliance with Regulation 166A of the SEBI (ICDR), Regulations, 2018 as the preferential issue to proposed allottees (Promoters & Persons Acting in Concert), is more than five per cent of the post issue fully diluted share capital of the Company, therefore, the company has obtained valuation report from independent registered valuer namely Mr. Vijay Gupta (Regn. No-IBBI/RV/03/2020/12335) to determine the price.

In terms of the first proviso of 166A(1) of the SEBI ICDR Regulations, 2018 the floor price shall be higher of the floor price determined under Regulation 164 (1) or the price determined under the valuation report from the independent registered valuer.

The floor price for the Preferential Issue is Rs. 62.90/- per Equity Share as per Regulation 164 (1) and floor price as determined by the registered valuer by way of net asset value- fair value is Rs. 60.17/-

Pursuant to the SEBI ICDR Regulations, 2018 the minimum issue floor price is higher of the price determined through following methods:

• a) Rs. 62.90 per Share – being the 90 trading days volume weighted average price of the Company’s equity shares quoted on the Stock Exchange (BSE Limited), preceding the Relevant Date; or

• b) Rs. 61.67 per Share – being the 10 trading days volume weighted average prices of the Company’s equity shares quoted on the Stock Exchange (BSE Limited), preceding the Relevant Date or

• c) Rs. 60.17 per share- Fair Value in terms of Regulation 166A of the SEBI ICDR Regulations, the Company has also obtained a valuation report from an independent registered valuer namely Mr. Vijay Gupta (Regn. NoIBBI/RV/03/2020/12335)

The Board of Director decided the price per Equity Share to be issued in pursuance to the Preferential Issue at Rs. 65/- per Equity Share.

2

The Details of the Registered Valuer is as under:

Name Of Valuer	Address of Valuer
Mr. Vijay Gupta (Regn. No-IBBI/RV/03/2020/12335)	2- Sahar House, Civil Lines, Ajmer Road, Jaipur- 302006 (Raj.).

The Valuation Report and Certificate stating that the issuer is in compliance of SEBI (ICDR) Regulations, 2018 obtained from an independent registered valuer is available for inspection during working hours till the date of EGM at the registered office of the company. The valuation Report is also available on the website of the company and link of the same is https://www.bhilspin.com/copy-of-consolidated-pledge

Revised point no xiv) of Item No 2 of the explanatory Statement to the Notice of EGM shall be read as under:

xiv) Auditors’ Certificate

The certificate from Brij Kishore Sharma, Practicing Company Secretaries, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection during working hours till the date of EGM by the Members at the registered office of the company at the registered office of the company.

The copy of the certificate shall be placed in the meeting and Company’s website link for the Certificate is https://www.bhilspin.com/copy-of-consolidated-pledge

By Order of the Board of Directors For Bhilwara Spinners Limited

ASHOK KUMAR KOTHARI (Director) DIN: 00132801

Place: Bhilwara Date: 09/12/2023

3