19tt'Julyr 2024

To,	To,
Dept. of Corporate Services,	The Listing Department,
BSE Llmited,	National Stock Drchange of India Limited,
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Bandra Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai - 400 0O 1	Mumbai - 4OO 051

BSE Scrip Code: 533161	NSE Symbol: EMMBI

Sub: Notice of Drtra-Ordinarv General Meeting ("EGM"| with Remote E-voting Information.

Dear Sir/Madam,

With regard to the captioned subject, we wish to inform you that the Extra-Ordinary General Meeting ('EGMJ of the Company is scheduled to be held on T\resday, 13th AugUst,2024 at 11:30 AM (IST) through Video Conferencing /Other Audio Visual Means, in compliance with the circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, to transact the business, as set out in the attached Notice convening the EGM of the Company.

The EGM Notice is also uploaded on the Company's website http ^s: / / emmbi. com/ yrp- content / uploads / 2 0 2a l 07 l E;mmbi- EGM -Notice. pdf. at

The remote e-voting will be available during the following period:

Commencement of Remote E-voting	From Friday, 9th August,2024 (09.00 AM IST)
End of Remote E-voting	To Monday, l2tr, August, 2024 (05.00 PM IST)

The remote e-voting module shall be disabled by NSDL for voting after Monday, L2tn August, 2024 (O5:00 PM IST).

Ivlembers, who are present at the EGM through VC/OAVM 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 during the EGM.

Members whose names are recorded in the Register of Members of the Company or r iq the Register of Beneficial Owners maintained by the Depositories as on the cutoff date i.e., T\resday, 6tt August, 2024, will be entitled to cast their votes by remote e-voting or e-voting during the EGM. The voting rights of the members shall be in proportion to their shares of the paid up equity share capital of the Company as on

Corp. Off.: Ground Floor of the Main Building at Dani Corporate Park, 158, CST Road, Kalina, Santacruz (East), Mumbai 400098, lNDlA. Tel: +91 22 4672 5555 | Fax: +91 22 4672 5506.

Regd. Off: 991211 & 9, Madhuban lndustrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa- 396 230, lNDlA. Tel: +91 (0260) 320 0948 | CIN: L17120DN1994P1C000387 | Email: www.emmbi.com

cut-off date. Once the vote on a resolution is cast by the shareholder, the shareholder would not be allowed to change it subsequently.

This is for your information and records.

Thanking you,

Yours faithfully, For Emmbi Industries Limited Rinku Appalwar &<ecutlve Director and CFO RINKU MAKRAND APPALWAR Digitally signed by RINKU MAKRAND APPALWAR Date: 2024.07.19 20:20:57 +05'30'

(DIN:OO17L9761

Encl: As above

Corp. Off.: Ground Floor of the Main Building at Dani Corporate Park, 158, CST Road, Kalina, Santacruz (East), Mumbai 400098, lNDlA. rel +91 22 4672 5555 | Fax: +91 22 4672 5506.

Regd. Ofi: 991211 & 9, Madhuban lndustrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa- 396 230, lNDlA. Tel: +91 192661 320 0948 | CIN: L'17120DN1994PLC000387 | Email: www.emmbi.com

Regd. Office: 99/2/1 & 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa- 396 230, India. Tel: +91 (0260) 320 0948 CIN: L17120DN1994PLC000387 Email: [email protected] Website: www.emmbi.com

Notice

Dear Members,

Notice is hereby given that the Extra Ordinary General Meeting ( EGM') of the members of Emmbi Industries Limited ( the Company ) will be held on Tuesday, 13thAugust, 2024, at 11:30 A.M. (IST) through Video Conferencing ('VC') /Other Audio Visual Means ('OAVM') facility to transact the following business: ' ' '

Special Business:

1. Appointment of Mr. Nitin Alshi (DIN: 05252946), as a Non-Executive, Independent Director of the Company.

To consider and if thought fit, to pass, the following resolution, as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s), amendment(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time, and as per the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, Mr. Nitin Alshi (DIN: 05252946), who was appointed as an Additional Director in the capacity of a Non-Executive, Independent Director of the Company w.e.f. 29th June, 2024, who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16 (1)(b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company had received a notice in writing in terms of Section 160 of the Act proposing his candidature for the office of an Independent Director, be and is hereby appointed as an Independent Director (under Non-Executive category) of the Company, to hold office for a term of three consecutive years i.e., from 29th June, 2024 till 28th June, 2027 and not liable to retire by rotation.

RESOLVED FURTHER THAT any of the Directors and/or the Key Managerial Personnel of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental there to and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval there to expressly by the authority of this resolution."

99/2/1 & 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra and Nagar Haveli, Silvassa - 396 230 Registered Office:

By order of the Board of Directors, For EMMBI INDUSTRIES LIMITED

Rajesh Solanki Company Secretary and Compliance Officer Membership No. : A35937

Date: 29th June, 2024 Place: Mumbai

NOTES:

1. Explanatory Statement pursuant to the provisions of Section 102 of the Act in respect of Special Business stating material facts and reasons for the proposed resolution 1 is annexed hereto and forms part of this notice.
1. The Ministry of Corporate Affairs ('MCA') has vide its General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021 21/2021, 02/2022, 11/2022 and 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 ("MCA Circulars") and Securities and Exchange Board of India (SEBI) circulars, has permitted holding of the EGM through VC/OAVM facility, without the physical presence of the members at a common venue. In compliance with the provisions of the Companies Act, 2013 (along with any rules thereunder, including any statutory modification(s) or re-enactment thereof for the time being in force and as may be enacted from time to time) ('the Act') and applicable MCA and SEBI Circulars, the EGM of the Company is being conducted through VC/OAVM (hereinafter called as 'EGM'). The deemed venue for the EGM shall be the Registered Office of the Company situated at 99/2/1 & 9, Madhuban lndustrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa- 396 230.
1. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON THEIR BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS EGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS AND SEBI 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 THIS EGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF EGM ARE NOT ANNEXED TO THIS NOTICE.
1. Pursuant to Section 113 of the Act, Corporate/Institutional members intending to appoint their authorized representative(s) to attend the EGM through VC/OAVM on its behalf and to vote through remote e-Voting are requested to send (in advance), scanned copy (PDF/JPG Format) of a duly certified copy of the relevant Board Resolution/Letter of Authority/Power of Attorney, together with the respective specimen signatures of those representative(s), to the Scrutinizer through e-mail to [email protected], with a copy marked to [email protected] and [email protected]
1. Green Initiative: Members who have not registered their e-mail address are requested to registers their e-mail address to receive all communication from the Company electronically
1. Inspection: All the relevant documents, if any, referred to in this Notice and other statutory register shall be open for inspection by the Members online during the EGM through VC/OAVM.
1. For ease of conduct, members who would like to ask questions/express their views on the items of the business to be transacted at the meeting can send in their questions/comments on or before 6th August, 2024. The queries may be raised precisely and in brief to enable the Company to answer the same suitably at the meeting.
1. Members who would like to express their views or ask questions during the EGM may register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and client ID/Folio no, No. of shares, PAN, mobile number at [email protected] on or before 6th August, 2024. Those Members who have registered themselves as a speaker will be allowed to express their views and ask questions during the EGM. The Company reserves the right to restrict the number of speakers as well as the speaking time depending upon the availability of time at the EGM.

1. Details as required in sub-regulation (3) of Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, of Director recommended by the Board for appointment at this Meeting forms part of the Notice. The Director has furnished consent/ disclosure for the appointment as required under the Act and rules made thereunder.
1. In accordance with the MCA circulars and SEBI circular the Notice of EGM is being sent only through the electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar or the Depository Participant(s). The Company will not be dispatching physical copies of the Notice of EGM to any Member. Members are requested to register/update their e-mail addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants.
1. A copy of the Notice of this EGM is available on the Company's website at www.emmbi.com , website 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 also on the website of National Securities Depository Limited ('NSDL') at www.evoting.nsdl.com.
1. Membersare requested to notify immediately about any change in their postal address/E-mail address /dividend mandate/ bank details to their Depository Participant (DP) in respect of their shareholding in DEMAT mode and in respect of their physical shareholding to the Company's Registrar and Share Transfer Agent('RTA'), viz Datamatics Business Solutions Limited, Plot No. A 16 &17, Part B Cross Lane, MIDC, Andheri East, Mumbai 400093 / E-Mail - [email protected].
1. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN to the RTA.
1. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company / RTA of any change in address/e-mail id or staying abroad or demise of any members as soon as possible.
1. Members who hold shares in physical form in multiple folios in identical names or joint accounts in the same order of names are requested to send share certificates to the Company for consolidation into a single folio. Members who hold shares in physical form are advised to convert their shareholding in dematerialized form with any depository participant.
1. In all correspondences with the Company, members are requested to quote their account/folio numbers and in case their shares are held in the dematerialized form, they must quote their DP ID and Client ID No(s).
1. Since the EGM will be held through VC/OAVM Facility, the Route Map of Venue is not annexed to this Notice.
1. The Members can join the EGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on a first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013
1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended), and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business(es) to be transacted at the EGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as voting on the date of the EGM will be provided by NSDL.
1. The cut-off date for determining the eligibility of shareholders to exercise remote e-Voting rights and attendance at EGM is 6th August, 2024. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the above-mentioned cut-off date, shall be entitled to avail the facility of remote e-Voting or voting at the meeting through electronic mode. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request to Company/ RTA.
1. The remote e-Voting period for item of business contained in this notice of EGM shall commence from 9th August, 2024, at 9.00 A.M. (IST) and will end on 12th August, 2024, at 5.00 P.M. (IST). The e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is castby any Member, he/she shall not be allowed to change it subsequently.
1. Those Members, who will be present in the EGM through VC/OAVM facility and have not cast 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 system during the EGM.
1. The Members who have cast their vote by remote e-Voting prior to the EGM may also attend/participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again. Members are requested to carefully read the instructions for e-Voting before casting their vote.
1. At the EGM, the Chairperson of the meeting shall after discussion on the resolution on which voting is to be held, allow voting by electronic means to all those members who are present at the meeting but have not casted their votes by availing the remote e-Voting facility. The Board of Directors of your Company have appointed Mr. Sanjay Dholakia, Practicing Company Secretary (PCS No. 1798) of M/s. Sanjay Dholakia & Associates, Company Secretaries, as the Scrutinizer to scrutinize the remote e-Voting process and voting through e-Voting system at the EGM in a fair and transparent manner.
1. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, will first download the votes cast at the meeting and thereafter unblock the votes cast through remote e-Voting in the presence of at least 2 (Two) witnesses not in the employment of the Company. There after the Scrutinizer shall, submit a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairperson, or a person authorized by him in writing who shall countersign the same and declare the result of voting forthwith. The result of e-Voting along with consolidated Scrutinizer's report will be declared upon conclusion of the Meeting, within the permissible timelines.
1. The results declared along with the Scrutinizer's report shall be placed on the website of the Company and shall also be communicated to the Stock Exchanges. The Resolutions, if approved, shall be deemed to be passed, on the date of EGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

A. VOTING THROUGH ELECTRONIC MEANS

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
	2. If you are not registered for IDeAS e-Services, option to register is available at hps://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at hps://eservices.nsdl.com/SecureWeb/IdeasDirectRag.jsp
	3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member'section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

	4. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.


Individual Shareholders holding securities in demat mode with NSDL.	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System My easi Tab and then user your existing my easi username & password.
	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
	3) If the user is not registered for Easi/ Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System My e a si Tab and then c li ck on r egistr a tion option.
	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in dema t mode ) l o g in through their depository participants	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL help desk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33.

B. Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID.
	For example if your DP ID is In300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID.
	For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company.
	For example if folio number is 001*** and
	EVEN is 101456 then user ID is
	101456001***

1. Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c. How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file.Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?"(If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
1. Now, you will have to click on "Login" button.
1. After you click on the "Login" button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLYAND JOIN GENERAL MEETING ON NSDL E-VOTING SYSTEM.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot Us e r De t a ils/Pa ssword? " or "Physi c a l Us e r Re s e t Pa ssword? " option available on www.evoting.nsdl.com to reset the password.
1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL, at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents. 3.
1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

The procedure for e-Voting onthe day of the EGM is same as the instructions mentioned above for remote e-voting. 1.
Only those Members/ shareholders, who will be present in the EGM through VC/OAVM 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 system in the EGM. 2.
Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM. 3.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting. 4.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with afacility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Membersmay access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can seelink of "VC/OAVM" placed under "Joinmeeting" menu against company name. You are requested to click on VC/OAVMlink placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Memberlogin where the EVEN of Company will be displayed. Please note that the memberswho do not have the User ID and Password for e-Voting or have forgotten theUser ID and Password may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush. 1.
Members are encouraged to join the Meeting through Laptops for better experience. 2.
Further Members will berequired to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. 3.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of afore said glitches 4.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably. 5.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

In respect of Item No. 1

Based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 ("the Act") read with the Articles of Association of the Company, the Board of Directors of the Company at their meeting held on 29th June, 2024 had approved the appointment of Mr. Nitin Alshi (DIN: 05252946) as an Additional Director, in the capacity of Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a term of 3 (Three) years i.e. from 29th June, 2024 to 28th June, 2027 (both days inclusive), subject to approval of the Members of the Company.

In accordance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Independent Directors require approval of the Members.

The Company has received a declaration from Mr. Nitin Alshi to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16 (1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations , 2015 ("Listing Regulations"). In terms of Regulation 25(8) of Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

Brief Profile:

Mr. Nitin Alshi is distinguished professional with experience of 27 years. He is practicing chartered Accountant and specialized in the areas of Strategies, Risk management, Process improvements, cost transformations, value enhancements and value based Internal audits . His unique business consulting experience across industries is valuable to many corporates

Highly educated as FCA, ACMA, PGD-ERM, DISA (ICA), Certified M&A (IIM- Ahmedabad), he is knowledge contributor to many institutions including ICAI, ICMAI, C&AG, National Academy of Direct Taxes etc. He has served as a member to prestigious forums like Internal audit standard board of ICAI-Delhi, various Committees of WIRC of ICAI- Mumbai, President of Nagpur chapter of IIA- USA, Managing committee member and Professional Development Committee Chairman of Nagpur chapter of ICMAI and Core committee member of Chamber of Small Industries Association of Vidarbha etc.

He has also disseminated knowledge through his inscriptions in journals of ICAI- Nagpur, WIRC- Mumbai of ICMAI, Vidarbha Industries Association and leading newspapers.

The Company has also received notice under Section 160 of the Act from a Member proposing the candidature of Mr. Nitin Alshi for the office of a Director of the Company.

In the opinion of the Board, Mr.Nitin Alshi fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations. Mr. Nitin Alshi is independent of the management and possesses appropriate skills, experience and knowledge. Considering the extensive knowledge and experience of Mr. Nitin Alshi as well as his educational background, appointment of Mr. Nitin Alshi as an Independent Director is in the interest of the Company.

Brief detail of Mr. Nitin Alshi is separately provided in the "Annexure" to this Notice, in terms of the provisions of (i) Regulation 36(3) of Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India. He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings.

An electronic copy of the letter of appointment of Mr. Nitin Alshi containing the terms and conditions of appointment, is available for inspection.

The Board recommends passing of this Special Resolution as set out at Item No. 1 of this notice, for your approval.

Except Mr. Nitin Alshi, None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested either directly or indirectly, except to the extent of their respective shareholding in the Company, if any, in the Resolution mentioned at Item No. 1 of the Notice.

By order of the Board of Directors, For EMMBI INDUSTRIES LIMITED

Rajesh Solanki Company Secretary and Compliance Officer Membership No. : A35937

Date: 29th June, 2024 Place: Mumbai

Particulars of the Directors seeking Appointment / re-appointment pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended and Secretarial Standards on the General Meeting (SS-2):

Particulars	Details
Name of the Director	Mr. Nitin Alshi
DIN	05252946
Designation	Non-Executive - Independent Director
Date of Birth	05/03/1970
Age	54 years
Nationality	Indian
Date of first appointment on the Board	29th June, 2024
Date of re- appointment by the Members	Not Applicable
Qualifications	Chartered Accountant
Expertise in functional area	Strategies, Risk Management, Process Improvements, Cost Transformations, Value Enhancements and Value Based Internal Audits
Number of Equity Shares held in the Company as on 31st March, 2024	Nil
Directorships on other Board as on 31st March, 2024	Trust Fintech Limited Grow profit advisors Pvt ltd.
Listed entities from which the Director has resigned in the past 3 (three) years	Nil
Committee Membership of other Board as on 31st March, 2024	Trust Fintech Limited Audit committee – Chairperson
	Nomination And Remuneration Committee – Chairperson : Stakeholder Relationship Committee - Chairperson
Number of Board Meetings attended during the Financial Year 2023-24	Not Applicable
Relationship with other Directors, Manager and Key Managerial Personnel	There is no inter-se relationship between Mr. Nitin Alshi and other Directors /Manager/ Key Managerial Personnel of the Company.
Remuneration Last drawn	Not Applicable
Terms and conditions of appointment	Appointed as a Non-Executive, Independent Director, of the Company for 3 years, not liable to retire by rotation.
Remuneration proposed to be paid	He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings.

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Emmbi Industries Limited Proxy Solicitation & Information Statement 2024

62153_rns_2024-07-19_8feec4a0-d48d-4303-b78b-093f08cd2782.pdf