Ganga Forging Limited — Proxy Solicitation & Information Statement 2023

Jun 17, 2023

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GANGA FORGING LIMITED

[CIN: L28910GJ1988PLC011694]

Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : gangaforging@yahoo.co.in, info@gangaforging.com URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208

Ref: GANGAFORGE/NSE/Reg 30/Intimation/EOGM

June 17, 2023

To,

The Manager, Listing Department National Stock Exchange of India Limited SME Platform – NSE Emerge

Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra Mumbai - 400 051.

Symbol: GANGAFORGE

- Sub: Notice for convening of an Extra ordinary General Meeting of the members of the company (“EOGM”) on Friday, 07[th] July, 2023 at 11:00 AM at Registered Office of the company.

Dear Sir,

Pursuant to provisions of the Companies Act, 2013 and rules made thereunder, read with Circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India from time to time, please find enclosed herewith Notice for convening an Extra-ordinary General Meeting (“EOGM”) of the members of the company on Friday, 07[th] July, 2023 at 11:00 AM at its Registered office situated at Survey No. 55/1 P/6/P1/P1, Near Shree Stamping, Village: Sadak Pipaliya, Ta: Gondal, Dist: Rajkot 360311, Gujarat.

This is for your information and records.

Thanking You,

Yours faithfully,

For Ganga Forging Limited

Vaghasiya Drashti Digitally signed by Vaghasiya Drashti Arvindbhai DN: c=IN, o=Personal, 2.5.4.20=632cc053ff4ee270dadbaed53beceb425bbc0b37d7d367643c5a5b192a6718b9, postalCode=362120, st=Gujarat, serialNumber=66bbce406b59cfe034e6a1907bdbc12abee93bec8110 Arvindbhai 280636cdab1554a44fa7, cn=Vaghasiya Drashti Arvindbhai Date: 2023.06.17 17:45:15 +05'30'

(CS Drashti Vaghasiya) Company Secretary & Compliance Officer [Membership No. A58976]

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GANGA FORGING LIMITED

[CIN: L28910GJ1988PLC011694]

Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : gangaforging@yahoo.co.in, info@gangaforging.com URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that the Extra Ordinary General Meeting (“EGM”) of the Members of Ganga Forging Limited (CIN: L28910GJ1988PLC011694) (“The Company”) will be held on Friday, 07[th] July, 2023 at 11:00 AM at the Registered Office of the Company situated at Survey No. 55/1 P/6/P1/P1, Near Shree Stamping, Village: Sadak Pipaliya, TA: Gondal, DIS: Rajkot 360311, to transact the following special businesses:

1. To consider and approve Increase in authorized share capital of the company from Rs. 12,00,00,000/- (Rupees twelve crores only) To Rs. 18,00,00,000/- (Rupees Eighteen crores only).

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

“ RESOLVED THAT pursuant to provisions of Section 61(1)(a) read with Companies (Share Capital and Debentures), Rules 2014 and other applicable provisions, if any of the Companies Act, 2013 and Rules made there under (including any statutory modifications or amendments or re-enactment thereof), and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the Memorandum and Article of Association of the Company as amended from time to time, the Authorized Share capital of the Company be and is hereby increased FROM Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 12,00,00,000 (Twelve Crore) Equity shares of Re. 1/- (Rupee One Only) each TO 18,00,00,000 (Rupees Eighteen Crores Only) divided into 18,00,00,000 (Eighteen Crore) Equity shares of Re. 1/- (Rupee One Only) each, ranking pari-passu in all respect with the existing Equity Share of the Company.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company or any committee of the Board, be and is hereby authorized to do all things, deeds, acts as may be necessary to give effect to this Resolution.”

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2. Alteration in Clause V (i.e. Capital Clause) of the Memorandum of Association of the company

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

“RESOLVED THAT pursuant to provisions of section 13, section 61 (1) (a) and other applicable provisions if any of the Companies Act, 2013 and rules framed there under (including any statutory modifications or amendments or re-enactments thereof) the existing Clause V. i.e Capital Clause of Memorandum of Association of the Company, be substituted with the following new clause to read as under.

“The Authorised Share Capital of the Company is Rs. 18,00,00,000/- [Rupees Eighteen Crores Only] divided into 18,00,00,000 (Eighteen Crore) Equity shares of Re. 1/- (Rupee One Only) each.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company or any committee of the Board, be and is hereby authorized to do all things, deeds, acts as may be necessary to give effect to this Resolution.”

3. To consider and approve alteration in Article of Association of the Company

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

“ RESOLVED THAT pursuant to Section 14 of the Companies Act, 2013 (“the Act”) and all other applicable provisions, if any and the rules made there under, the consent of the members of the Company be and is hereby accorded to alter Article 7(II) of the Article of Association of the Company and new article shall be substituted as below:

7(II). The Directors may, with the sanction of the company in General Meeting by means of a special resolution, offer and allot Shares or any other securities, including convertible securities whether fully convertible or partly convertible, to any person at their discretion by following the provisions of section 62 of the Act and other applicable provisions, if any.

“ RESOLVED FURTHER THAT the Board of Directors of the Company or any committee of the Board, be and is hereby authorized to do all things, deeds, acts as may be necessary to give effect to this Resolution.”

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4. To issue fully convertible warrants on a Preferential Basis:

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

“ RESOLVED THAT pursuant to the provisions of Section 23, 42 read with 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (hereinafter referred to as “ the Act ”) and in accordance with the relevant provisions of the Memorandum and Articles of Association of the Company, and in accordance with the provisions on preferential issue as contained in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, [hereinafter referred to as “SEBI (ICDR) Regulations”], SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof from time to time), SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and in accordance with all other applicable rules, regulations, guidelines and clarifications issued thereon from time to time by Ministry of Corporate Affairs (“MCA”) the Securities and Exchange Board of India (“SEBI”), Government of India (“GOI”),Stock Exchanges where the shares of the Company are listed (“Stock Exchanges”) or any other statutory/regulatory authorities and subject to all such approvals, permissions, consents and sanctions of any authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions, consents or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’), which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution, the consent of the members of the Company be and are hereby accorded to the Board in its absolute discretion to create, offer, issue and allot, on preferential basis, in one or more tranches, upto 5,00,00,000 (Five Crore) Fully Convertible Warrants (“Warrants”) each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of Re.1/- ( Rupee One Only) (“Equity Share”) each at a price to be determined in accordance with the Regulation 166A read with Regulation 164 of Chapter V of the SEBI (ICDR) Regulations, 2018 (“Warrant Issue Price”), to the Promoter Group and Non-Promoter Group of the Company (hereinafter referred to as the “Proposed Allottees/Investors”) as more particularly mentioned in the explanatory statement setting out material facts on preferential basis (Preferential Allotment).”

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“RESOLVED FURTHER THAT in accordance with SEBI (ICDR) Regulations and other applicable laws, the ‘Relevant Date’ for determination of the issue price of Equity Shares in accordance with Regulation 161 of the SEBI (ICDR) Regulations, shall be Wednesday, 07[th] June, 2023 being the date 30 (Thirty) days prior to the meeting of members of the Company scheduled to be held to consider the Preferential Issue of equity warrants.”

“RESOLVED FURTHER THAT the offer, issue and allotment of the aforesaid Warrants to the Proposed Allottees, shall be subject to applicable guidelines, notifications, rules and regulations and on the terms and conditions given herein below:

• a) An amount equivalent to at least 25% (Twenty-Five Percent) of the consideration shall be paid by the proposed allottees on or before the date of allotment of warrants and the balance consideration i.e. 75% (Seventy-Five Percent) shall be paid at the time of allotment of equity shares on exercise of option of conversion against each such warrant. The respective Warrant Holders shall make payment of Warrant Subscription Price and Warrant Exercise Price from their own bank account into to the designated bank account of the Company.

• b) The Warrant shall be allotted in within a period 15 days from the date of passing the special resolution by the members OR after receiving in-principle approval letter from stock exchanges, whichever is later, provided that where the allotment of Warrants is subject to receipts of any approval or permission from any regulatory or Government of India, the allotment shall be completed within a period of 15 days from the date of receipts of last date of such approvals or permission.

• c) The “Relevant Date” pursuant to Regulation 161 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 in relation to the above-mentioned Preferential Issue, shall be Wednesday, 07[th] June, 2023 which is a date 30 days prior to the meeting of members of the Company scheduled to be held to consider the Preferential Issue of equity warrants.

• d) The price of each equity share to be issued in lieu of the warrants to be calculated in accordance with the provisions of Regulation 166A read with Regulation 164 of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

• e) The Warrants and the Equity shares issued and allotted on conversion thereof shall be subject to lock-in for such period as prescribed under the SEBI (ICDR) Regulations.

• f) The tenure of warrants shall not exceed 18(eighteen) months from the date of allotment of the warrants.

• g) The proposed allottee(s) of Warrants shall be entitled to apply for and obtain, in one or more tranches allotment of one equity share of face value of Re. 1/- (Rupees One only) each of the Company against each Warrant within a period of 18 (eighteen) months from the date of allotment of such warrants.

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• h) In case the Warrant holder(s) do not apply for the conversion of the outstanding Warrants into equity shares of the Company within 18 (eighteen) months from the date of allotment of the said Warrants, then the consideration paid upon each of the said outstanding Warrants shall be forfeited and all the rights attached to the said Warrants shall lapse automatically.

• i) The said Warrants by itself until exercise of conversion option and equity shares allotted does not give to the Warrant holder any rights with respect to that of the Shareholders of the Company.

• j) The Equity share upon the conversion will be listed and traded on the National Stock Exchange of India Limited where the existing shares of the Company are currently listed subject to the receipt of necessary permissions and approvals from the exchange.

“RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted upon conversion of aforesaid Warrants shall rank pari-passu in all respects including as to dividend, with the existing fully paid up Equity Shares of face value of Re.1/- (Rupee One only) each of the Company and shall subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.”

“RESOLVED FURTHER THAT the monies received by the Company from the Investors for Equity Warrants pursuant to this preferential issue shall be kept by the Company in a separate bank account opened by the Company for this purpose and shall be utilized by the Company in accordance with the provisions of the Act.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to decide and approve other terms and conditions of the issue of warrants and shall also be entitled to vary, modify or alter any of the terms and conditions, as it may deem fit, however subject to the compliance with the applicable guidelines, notifications, rules and regulations.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to accept the terms, conditions, modifications and stipulations as the GOI, SEBI or Stock Exchanges or any other regulatory authority may stipulate while granting approval to the Company for issue of the warrants as aforesaid.”

“RESOLVED FURTHER THAT the Board is hereby authorised to take necessary steps for listing of the equity shares proposed to be issued on conversion of these warrants on Stock Exchange where the Company’s shares are listed, as per the terms and conditions of the Listing Agreement and in accordance with such other guidelines, rules and regulations as may be applicable with regard to such listing.”

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“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to take such steps and to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient, usual, proper, incidental or desirable and to settle any question, difficulties or doubts that may arise in this regard and in regard to the implementation of this resolution for issue, allotment warrants and utilization of the issue proceeds, to prescribe the forms of applications, enter and execute all such deeds, documents, agreements or other instruments and to take such actions/directions as they may consider as being necessary or desirable and to obtain any approval, permissions, sanctions which may be necessary or desirable as they may deem fit, without being required to seek any further consent or approval of the members of the Company to the intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company be and are hereby authorized severally to sign and file the necessary e‐ forms with the Registrar of Companies, Gujarat and to delegate all or any of the powers herein conferred by this resolution to any Committee of Directors or any one or more Directors/Officials of the Company to give effect to this resolution.”

By order of the Board of Directors of Ganga Forging Limited

Sd/Rakesh Patel Managing Director [DIN: 00510990]

Signed at Sadak Pipaliya (DIS: Rajkot) on 06[th] June, 2023

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Notes:

1. In compliance with Ministry of Corporate Affair’s General Circular No. 14/2020 dated 08.04.2020, Circular No. 17/2020 dated 13.04.2020, Circular No. 22/2020 dated 15.06.2020, Circular No. 33/2020 dated 28.09.2020, Circular No. 39/2020 dated 31.12.2020, Circular No. 10/2021 dated 23.06.2021, Circular No. 20/2021 dated 08.12.2021 and General Circular No. 11/2022 dated 28.12.2022 (“MCA Circulars”) and in compliance with the provisions of the Companies Act, 2013 (“The Act”), the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”) and also in compliance of any other circulars, notifications etc. as issued by the MCA, Securities and Exchange Board of India (“SEBI”) or any other authority, Notice of this meeting is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/ Depositories and whose names are recorded in the Register of Members of the company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 09[th] June, 2023 (‘Cut-Off Date for receiving the Notice’).

2. Further, for those members, who are entitled to receive copy of notice of the EGM but whose email address is not registered with the company/Depositories, a copy of Notice of EGM can also be downloaded from the website of the Company www.gangaforging.com and also from the website of Stock Exchange www.nseindia.com

3. A member entitled to attend and vote at the Extra Ordinary General Meeting (“EGM”) is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need not be a member of the Company. The instrument appointing the proxy should be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

4. A person can act as a proxy on behalf of members not exceeding fifty [50] in numbers and holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. The holder of proxy shall prove his identity at the time .

of attending the Meeting

1. If a proxy is appointed for more than fifty Members, he/she shall choose any fifty Members and confirm the same to the company before the commencement of specified period of inspection. In case the proxy fails to do so, the company shall consider only the first fifty proxies received as valid.

2. Attendance slip, proxy form and the route map of the venue of the meeting are annexed hereto.

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1. Corporate members intending to send their authorized representative(s) to attend the meeting, pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified true copy of the relevant Board Resolution together with the specimen signature(s) of the representative(s) authorized under the said Board Resolution to attend and vote on their behalf at the meeting.

2. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special Businesses as set out in the Notice is annexed herewith.

3. In compliance of Section 108 of the Companies, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015, your company is pleased to provide remote e-Voting facility to its members for the business as may be transacted at the EGM of the Company.

4. The members who have cast their votes by remote e-voting prior to the day of EGM may attend the meeting but shall not be entitled to cast their vote again at the venue of the EGM.

5. E-voting platform for remote e-voting shall be provided by the Link Intime India Private Limited (Instavote), Registrar and Share Transfer Agent of the Company. The detailed instructions for remote e-voting as per the SEBI Circular dated 09[th] December, 2020 are annexed to this notice.

6. The remote e-voting period shall commence at 09:00 AM on Tuesday, 04[th] July, 2023 and will end at 05:00 PM on Thursday, 06[th] July, 2023. During this period, the members of the company holding shares as on the cut-off date i.e. Friday, 30[th] June, 2023 may cast their vote electronically through remote e-voting or at the venue of the EGM. E-voting module shall be disabled by the Link Intime after 05:00 PM on Thursday, 06[th] July, 2023.

7. The persons whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners as maintained by the Depositories as on Friday, 30[th] June, 2023 (i.e., cut-off date) only shall be entitled to vote through remote e-voting or at the venue of EGM.

8. Member’s voting rights shall be in proportion to his/her share of paid up share capital of the company. In case of Joint holders attending the meeting together, only whose name appearing first, will be entitled to vote.

9. The company has appointed CS Purvi Dave, Partner, MJP Associates, Practising Company Secretaries, Rajkot to act as a scrutinizer, to scrutinize the voting through remote e-voting and voting through poll at the venue of EGM of the Company in a fair and transparent manner.

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1. Relevant documents referred to in the Notice are open for inspection by the members at the registered office of the Company during normal business hours on all working days (i.e. except Wednesday and public holidays) up to the date of the meeting. The said documents will be also available for inspection by members at the meeting.

2. Members seeking any information/clarifications with regard to the matter to be placed at the EGM, are requested to write to the Company through email on cs@gangaforging.com The same will be replied by the Company suitably.

3. Members holding shares in the electronic mode are requested to register/update their e-mail address with their respective DPs for receiving all future communications from the company electronically.

4. The voting results shall be declared within two working days from conclusion of the meeting. The results declared by the Chairman along with the Scrutinizer’s Report shall be communicated to the Stock Exchange and also be placed on the Website of the Company www.gangaforging.com and also on the website of Stock Exchange.

5. Event No. of the company for e-Voting in Insta-vote is:

Event No.

230166

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Instructions for E-voting:

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only.

Shareholders are advised to update their mobile number and email Id in their demat account to access e-Voting facility.

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

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Type of Login Method
shareholders
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Individual Shareholders holding securities in demat mode with NSDL

 If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password.  After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.  If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp  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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.

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Individual Shareholders holding securities in demat mode with CDSL	 Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.  After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINK NTIME, CDSL. Click on e-Voting service provider name to cast your vote.  If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/EasiRegistration  Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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 provided links for the respective ESP where the E Voting is in progress.
Individual Shareholders (holding securities in demat mode) & login through their depository participants	 You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.  Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME.	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in ▶Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: - A. User ID: Shareholders/ members holding shares in physical form shall provide Event No + 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.

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• 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/ members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘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’.

• 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.

Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have forgotten the password:

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

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• In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/ members 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 minimum 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 have forgotten the password:

• Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participant’s 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”.

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

respective helpdesk given below:
**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 evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & e-voting service Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”)

Item No. 1 & 2:

The equity shares of Ganga Forging Limited (“the company”) are listed on National Stock Exchange of India Limited (NSE). Further, the company is in requirements of fund for expansion of manufacturing capacity and debt repayment and therefore to meet the requirements of fund, the Board of Directors at its meeting held on 06[th] June, 2023 considered and approved issue of Warrants convertible into equity shares of the company, on a preferential basis to identified investors subject to approval of Shareholders in the general Meeting. As the paid up share capital cannot be more than the authorised share capital, thus the Company has first to increase its authorised share capital.

Hence, Resolution No. 1 is proposed to be passed as an Ordinary Resolution to Increase the Authorised Share Capital of the Company from Rs. 12,00,00,000/- to Rs. 18,00,00,000/and new shares, as and when issued, shall rank pari - passu with the existing shares.

Members are requested to pass the Resolution No. 1 as an Ordinary Resolution.

Members are aware that the Clause V of the Memorandum of Association contains the information about the Authorised Share Capital of the Company. Therefore, consequent upon increase in the Authorised Share Capital, the Company is also required to amend the Clause V of the Memorandum of Association.

Hence, the Resolution no. 2 is proposed to be passed as a Special Resolution to amend Clause V of the Memorandum of Association of the Company.

Members are requested to pass the Resolution No. 2 as a Special Resolution.

None of the Directors, Key Managerial Personnel of the Company and their relatives are interested in the said resolution.

Any documents referred to in the aforesaid Resolution at Item No. 1&2 are available for inspection for any member during normal business hours on any working day (except Wednesday).

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Item No. 3:

The Board of Directors of the Company at its meeting held on 06[th] June, 2023 considered and proposed to issue Warrants convertible into the equity shares at a later date at the option of the proposed allottee, on a preferential basis to the identified investors. However, Article of Association of the company is not providing for issue of warrants. Therefore, first it is necessary to alter the Article of Association of the company for issue of warrants.

Hence, the resolution no. 3 is proposed to be passed as Special resolution to amend the Article of Association of the Company and Members are requested to pass the Resolution as Special Resolution.

None of the Directors, Key Managerial Personnel of the Company and their relatives are interested in the said resolution.

Any documents referred to in the aforesaid Resolution at Item No. 3 are available for inspection for any member during normal business hours on any working day (except Wednesday).

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Item No. 4:

The Board of Directors in their meeting held on Tuesday, June 06, 2023 subject to necessary approval(s) has approved the proposal for raising of funds by issue and allotment of upto 5,00,00,000 (Five Crore) warrants of the Company at a price as may be decided in accordance with the SEBI ICDR Regulations, Warrants to Specified Allottee(s)/Investors on preferential basis to strengthen the Company’s capital base and to augment the longterm resources for meeting funding requirements of its business activities including future expansion plans/ activities, financing the future growth opportunities, to meet working capital requirements and general corporate purposes.

This proposal is subject to the approval of the shareholders through a special resolution and in accordance with the requirements contained in the SEBI (ICDR) Regulations 2018, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (as amended), and other applicable provisions, if any and Sections 42 and 62(1)(c) of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable legislation.

The information as required under SEBI (ICDR) Regulations and the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are given below:

1. Objects of the Preferential Issue:

The Company will use proceeds of proposed Preferential Issue of Warrants to strengthen the Company’s capital base and to augment the long-term resources for meeting funding requirements of its business activities including future expansion of Manufacturing Capacity, financing the future growth opportunities, to meet working capital requirements and general corporate purposes.

2. Maximum number of specified securities to be issued including date of Board Resolution:

The board in its meeting held on Wednesday, 06[th] June, 2023 has given their consent and passed a resolution, subject to the approval of shareholders, to offer, issue and allot upto 5,00,00,000 (Five Crore) warrants each convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company presently have face value of Re. 1/- (Rupees One Only) (“Equity Share”) at a price as may be determined in accordance with the Regulation 166A read with Regulation 164 of Chapter V of the SEBI (ICDR) Regulation, 2018 (“Warrant Issue Price”), whichever is higher on preferential basis in accordance with SEBI (ICDR) Regulations, 2018 and other applicable laws.

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3. Pricing of preferential issue:

The pricing of the equity shares to be allotted on conversion of warrants on preferential basis shall not be lower than the price determined in accordance with the Chapter V of SEBI (ICDR) Regulations 2018 and applicable law.

The issue of equity shares arising out of exercise of warrants issued on preferential basis shall be made at a price not less than higher of the following or as per the law prevailing at the time of allotment of warrants:

• i. 90 trading days volume weighted average price (VWAP) of the scrip preceding the relevant date; or

• ii. 10 trading days volume weighted average price (VWAP) of the scrip preceding the relevant date

We also confirm that the Articles of Association do not contain any restrictive provision for Preferential Allotment and doesn’t contain any article which provides for particular method for determination of price in case of preferential issue.

Report of independent registered valuer:

The Company has proposed preferential issue to certain allottees, which may result in allotment of more than five (5) percent of the post issue fully diluted share capital of the Issuer to allottees and accordingly the Company has to obtain the Valuation Report from Independent Registered Valuer. The CS Barkha Deshmukh, IBBI Registered Valuer has been appointed to provide valuation report as per the SEBI (ICDR) Regulations, 2018. The price shall be determined in accordance with the Chapter V of SEBI (ICDR) Regulations 2018 as on Relevant date i.e. Wednesday, 07[th] June, 2023 and also in accordance with Regulation 166A(1) of the ICDR Regulations.

The Board shall fix the issue price more than the price to be derived by the Registered Valuer, which would not be lower than the floor price to be determined in compliance with applicable provisions of SEBI (ICDR) Regulations

The Valuation Report which shall be received from Independent Valuer i.e. Barkha Deshmukh, IBBI Registered Valuer (Registration no. IBBI/RV/03/2022/14974) having office at L-02, 806, Malkans Society, Jijamata Chowk, Sector-10, Ghansoli400 701, Navi Mumbai, in terms of Regulation 166A of the SEBI (ICDR) Regulations is also available/disseminated on the website of the Company at www.gangaforging.com

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4. Undertaking as to re-computation of price and lock-in of specified securities:

The Company shall re-compute the price of the Warrants and/or the number of Equity Shares to be allotted on exercise of the Warrants, in terms of the provision of Regulation 166 and also in accordance with Regulation 166A(1) of the ICDR Regulations or any other applicable laws, where it is required to do so. The Company further undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR Regulations, the Warrants shall continue to be lockedin till the time such amount is paid by the Warrant Holder.

5. Amount which the company intends to raise by way of such securities:

Up to Rs. 26,00,00,000 /- (Rupees Twenty-Six Crores only) by issuing Upto 5,00,00,000 (Five Crore) equity warrants at a Price as may be determined in accordance with the Chapter V of SEBI (ICDR) Regulations 2018

6. The intention of the Promoters, Directors or Key Managerial Personnel to subscribe to the Offer:

Mr. Prem Rakeshbhai Patel and Mr. Harsh Manishbhai Nar belonging to Promoter Group of the Company has shown their interest to subscribe to the warrants proposed to be issued by the Company alongwith some other persons not belonging to promoter group as more particularly set out in the explanatory statement setting out the material facts.

None of the other Promoter & Promoter Group, Directors or Key Managerial Personnel of the Company except as mentioned herein, intend to subscribe to any of the Warrants proposed to be issued under the Preferential Issue.

None of the Promoter & Promoter Group, Directors or Key Managerial Personnel of the Company, intend to subscribe to any of the Warrants proposed to be issued under the Preferential Issue.

7. Relevant date with reference to which the price has been arrived at;

The primary ‘Relevant Date’ determined in accordance with the provisions of Regulation 161 of ICDR Regulations falls on Wednesday, 07[th] June, 2023, being 30 days prior to the date of the EGM convened to obtain the approval of the Members.

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8. List of specified investors to which the warrants to be offered, Pre-preferential holding, Post allotment holding and percentage of Post Preferential offer Capital and Class/Category is provided here under:

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----- Start of picture text -----

Sr. No. Name of investor Pre- Post Percentage Category/ Class:
Preferenti allotment of of post Promoters
al Issue, securities - preferential (Including
holding if outcome of offer capital Promoter
any the Group) or Non-
subscription Promoter
(No. of
Warrants)
1) Harsh Manishbhai Nil 1,25,00,000 8.01% Promoter Group
Nar -
2) Prem Rakeshbhai Nil 1,25,00,000 8.01% Promoter Group
Patel
3) Swetsam Stock Nil 50,00,000 3.21% Non-Promoter
Holding Private
Limited
4) Mangroliya Alakh Nil 50,00,000 3.21% Non-Promoter
Vasantbhai
5) Rupareliya Prachi Nil 10,25,000 0.66% Non-Promoter
Hitesh
6) Rupareliya Nil 10,25,000 0.66% Non-Promoter
Lalitaben Kurjibhai
7) Kurjibhai Nil 10,25,000 0.66% Non-Promoter
Premjibhai
Rupareliya
8) Henil P Rupareliya Nil 6,25,000 0.40% Non-Promoter
9) Ravi Natvarlal Nil 6,25,000 0.40% Non-Promoter
Rupareliya
10) Shah Chirag D Nil 6,25,000 0.40% Non-Promoter
11) Viren Babulal Shah Nil 6,25,000 0.40% Non-Promoter
12) Ramani Avani Nil 6,25,000 0.40% Non-Promoter
Hiteshbhai
13) Aakash Prakash Nil 6,25,000 0.40% Non-Promoter
Shah
14) Harsaben Nil 6,25,000 0.40% Non-Promoter
Tejashbhai Joshi
15) Joshi Pallavi S Nil 6,25,000 0.40% Non-Promoter
16) Anil Sagarmalji Nil 6,25,000 0.40% Non-Promoter
Kothari
17) Namrata Abhishek Nil 6,25,000 0.40% Non-Promoter
Mehta
18) Anita Gupta Nil 6,25,000 0.40% Non-Promoter
19) Richi Bansal Nil 6,25,000 0.40% Non-Promoter
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20) Jayesh Nil 4,20,000 0.27% Non-Promoter
Sharadchandra
Kamdar
21) Ramaben Nil 4,15,000 0.27% Non-Promoter
Rameshbhai Gajera
22) Rameshbhai Nil 4,15,000 0.27% Non-Promoter
Arjanbhai Gajera
23) Riddhi Rahul Nil 3,12,500 0.20% Non-Promoter
Bhanushali
24) Akarshi Jaiswal Nil 3,12,500 0.20% Non-Promoter
25) Ajit Singh Sheoran Nil 2,50,000 0.16% Non-Promoter
26) Parveen Kumar Nil 2,50,000 0.16% Non-Promoter
27) Mitesh Jogani Nil 2,50,000 0.16% Non-Promoter
28) Krina Mitesh Nil 2,50,000 0.16% Non-Promoter
Jogani
29) Rupareliya Nilam Nil 1,75,000 0.11% Non-Promoter
30) Dave Nirbhaybhai Nil 1,25,000 0.08% Non-Promoter
Dhruvbhai
31) Sumi Maheshbhai Nil 1,25,000 0.08% Non-Promoter
Korat
32) Pipaliya Binaben V Nil 1,25,000 0.08% Non-Promoter
33) Savaliya Varsha Nil 1,25,000 0.08% Non-Promoter
Jasminbhai
34) Paresh Nil 1,25,000 0.08% Non-Promoter
Chhaganbhai
Babariya
35) Rupareliya Nil 1,25,000 0.08% Non-Promoter
Meenaben
Dee akbhai
p
36) Desai Mita Dipak Nil 1,25,000 0.08% Non-Promoter
37) Nirav Amrutlal Nil 1,25,000 0.08% Non-Promoter
Tanti
38) Ashwin D Nil 1,25,000 0.08% Non-Promoter
Limbasia (HUF)
39) Ashima Sheoran Nil 1,25,000 0.08% Non-Promoter
40) Akansha Singh Nil 1,25,000 0.08% Non-Promoter
Total - 5,00,00,000
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9. Shareholding pattern of the issuer (The Company) before and after the preferential issue

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----- Start of picture text -----

Sr. Category Pre-issue Post-Issue
No.
No. of % of No. of % of
Shares held Shareholdin Shares held Shareholdin
g g
A Promoter and
Promoter Group
holdin
g
1. Indian
(a) Individuals/HUF 63076511 59.53% 88076511 56.47%
(b) Central Government - - - -
/ State
Government s
( )
(c) Financial Institutions - - - -
/ Banks
(d) Any Other (Specify) - - - -
2. Foreign
(a) Individuals (Non- - - - -
Resident Individuals
/ Foreign
Individuals)
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio - - - -
Investor
(e) Any Other (Specify) - - - -
Total (A) 63076511 59.53% 88076511 56.47%
B Public
1. Institutions - - - -
(Domestic)
2. Institutions (Foreign) - - - -
3 Central - - - -
Governments/State
Governments
4. Non Institutions 42887899 40.47% 67887899 43.53%
Total (B) 42887899 40.47% 67887899 43.53%
TOTAL (A+B) 105964410 100% 155964410 100%
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*It is assumed that the proposed allottee will subscribe to the entire quantity of the new shares proposed to be offered under preferential allotment.

(The above Pre‐issue shareholding pattern is based on the shareholding as on March 31, 2023)

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10. Time frame within which the preferential issue shall be completed:

The Warrant shall be allotted within 15 days after receiving in-principle approval letter from stock exchanges OR Friday, 07[th] July, 2023, the date on which this resolution is deemed to have been passed in the general meeting of the members of the Company, whichever is later, provided that where the allotment of Warrants is subject to receipts of any approval or permission from any regulatory or Government of India, the allotment shall be completed.

11. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/ or who ultimately control the proposed allottees,

Sr. No.	Name of the Proposed Allottee	Category	Warrants to be allotted	Ultimate Beneficial Owner
1.	Swetsam Stock Holding Private Limited	Non-Promoter	50,00,000	1. Mr. Samir Rohitbhai Shah 2. Viraj Samirbhai Shah
2.	Ashwin D. Limbasia (HUF)	Non-Promoter	1,25,000	Mr. Ashwin D. Limbasia being Karta of the HUF

12. Change in control consequent to the preferential issue:

The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or control of the Company as a result of the proposed preferential allotment.

13. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

No allotment(s) has been made on a preferential basis from the beginning of the year to the date of issue of this notice

14. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable as this issue is not for consideration other than cash

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15. Undertaking:

The Company hereby undertakes that:

• i. It would re-compute the price of the securities specified above in terms of the provisions of SEBI (ICDR) Regulations, where it is so required.

• ii. If the amount payable, if any, on account of the re-computation of price is not paid within the time stipulated in SEBI (ICDR) Regulations the above shares shall continue to be locked-in till the time such amount is paid by the allottees.

• iii. None of the proposed allottees in the Company held any pre-preferential shares in the Company;

• iv. No person belonging to the Promoter Group and Non-Promoter Group have sold/transferred any equity shares of the Company during the 90 trading days preceding the relevant date;

• v. No person belonging to the promoters / promoter group has previously subscribed to any equity shares/warrants of the Company but failed to exercise them; and

• vi. Save and except the Preferential Issue as proposed in the resolution as set in the accompanying Notice, the Company has made no other issue or allotment of securities on preferential basis during the year.

16. Certificate from Practising Company Secretary:

As per Reg. 163(2) of the SEBI ICDR Regulation, the Certificate from CS Purvi Dave, Partner of MJP Associates, Practising Company Secretaries, Rajkot [M. No. 27373 CP No. 10462], 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 by members during the meeting at venue and will also be made available for inspection on the website of the company at www.gangaforging.com

17. Lock-in Period :

The securities allotted to Proposed Allottees shall be locked in as per Regulation 167 and other applicable provisions of SEBI (ICDR) Regulations, 2018.

18. Terms of payment:

The entire consideration against the allotment of the Warrants shall be received by the Company from the allottees before the said allotment. In case allottee pays consideration in less than the amount as agreed, the company shall issue shares on proportionate basis.

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19. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a wilful defaulter or a fraudulent borrower:

The Company and none of its Directors or Promoters have been declared as a wilful defaulter or a fraudulent borrower as defined under SEBI (ICDR) Regulations, 2018. None of its Directors or Promoters is a fugitive economic offender as defined under the SEBI (ICDR) Regulations, 2018.

20. Other Disclosures:

• (a) None of the Company, its Directors or Promoters have been declared as wilful defaulter as defined under the SEBI ICDR Regulations. None of its Directors or Promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.

• (b) The Company is eligible to make the preferential issue under Chapter V of the SEBI ICDR Regulations.

• (c) Save and except the Preferential Issue as proposed in the resolution as set in the accompanying Notice, the Company has made no other issue or allotment of securities on preferential basis during the year.

• (d) The proposed allottees have not sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

• (e) An amount equivalent to at least 25% (Twenty-Five Percent) of the consideration shall be paid by the proposed allottees on or before the date of allotment of warrants and the balance consideration i.e. 75% (Seventy-Five Percent) shall be paid at the time of allotment of equity shares pursuant to exercise of option of conversion against each such warrant.

• (f) Upon receipt of the payment as above, the Board (or a Committee thereof) shall allot 1 (One) warrant by appropriating Re.1/- towards equity share capital and the balance amount paid against each Share towards the securities premium.

• (g) The Allottee shall also be entitled to any future issue of bonus / rights, if any, in the same proportion and manner as any other shareholders of the Company for the time being and the Company shall reserve proportion of such entitlement for the Allottee.

• (h) The equity shares to be issued and allotted by the Company on conversion of warrants shall be in dematerialised form and subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the existing equity shares of the Company and be listed on stock exchanges where the equity shares of the Company are listed.

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The Board of Directors believes that the proposed preferential issue is in the best interest of the Company and its members. The Board recommends the resolution as set out in Item No.4 of this notice for the approval of members as a Special Resolution .

Except Mr. Rakesh Patel, promoter and Managing Director, Mrs. Parulben Patel, member of Promoter group and Whole-time Director, Mr. Manishkumar Patel, member of Promoter group and Mrs. Sheetalben Nar, member of Promoter group being relative of Proposed allottee Mr. Prem Patel and Mr. Harsh Nar in the preferential issue, none of the Directors, Key Managerial Personnel and their relatives thereof concerned or interested in this resolution except to the extent of their shareholding.

The documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

By order of the Board of Directors of Ganga Forging Limited

Sd/Rakesh Patel Managing Director [DIN: 00510990]

Signed at Sadak Pipaliya (DIS: Rajkot) on 06[th] June, 2023

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Form No. MGT-11

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L28910GJ1988PLC011694

Name of the Company : Ganga Forging Limited

Registered Office: Sr. No. 55/1 P/6 P/1 P/1, Near Shree Stamping, AT: Road Pipaliya, TA: Gondal, Rajkot 360311, India

Email: cs@gangaforging.com

Name of the Member(s) Registered Address Email Id Folio No./Client Id DP Id

I/We, being the member (s) of _____ Equity Shares of the Ganga Forging Limited, hereby appoint

1. Name:

Address: E-mail Id:

Or failing him

1. Name: Address: E-mail Id: Signature:

Or failing him

1. Name: Address: E-mail Id: Signature:

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company to be held on the 07[th] July, 2023 at 11:00 A.M. at the registered office of the Company situated at Sr. No. 55/1 P/6 P/1 P/1, Near Shree Stamping, AT: Road Pipaliya, TA: Gondal, Rajkot 360311, India and at any adjournment thereof in respect of such resolutions as are indicated below:

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----- Start of picture text -----

Sr. No. Resolution Vote
For Against Abstain
1. To consider and approve Increase in authorized
share capital of the company from Rs.
12,00,00,000/- (Rupees twelve crores only) To
Rs. 18,00,00,000/- (Rupees Eighteen crores
only)
2. Alteration in Clause V (i.e. Capital Clause) of
the Memorandum of Association of the
company
3. To consider and approve alteration in Article of
Association of the Company
4. To issue fully convertible warrants on a
Preferential Basis
Signed _day of ____2023
Affix Revenue
Signature of shareholder Affix Revenue Stamp
Stamp
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited
at the registered office of the company, not less than 48 hours before the commencement
of the meeting.
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ATTENDANCE SLIP

(To be handed over at the Registration Counter)

Extra Ordinary General Meeting of the company held on Friday, 07[th] July, 2023

Regd. Folio No. / DP ID-Client ID No.: No. of Equity Shares Name of the Shareholders Address of the Shareholders Name of Proxy of Member

1. I/We hereby record my/our presence at the EXTRA ORDINARY GENERAL MEETING of the company being held on Friday, 07[th ] July, 2023 at 11:00 A.M. at the Registered office of the company situated at Sr. No. 55/1 P/6 P/1 P/1, Near Shree Stamping, AT: Road Pipaliya, Sadak Pipaliya, TA: Gondal, 360 311, Rajkot, Gujarat India

2. Shareholder/Proxy holder desiring to attend the meeting must bring the Attendance Slip to the meeting and handover at the entrance duly signed.

3. Shareholder/Proxy holder desiring to attend the meeting may bring his/her copy of the Notice of the EGM for reference at the meeting.

Signature of the shareholder’s/ Proxy present

Note: Please carry duly filled attendance slip and hand it over at the ENTRANCE OF THE MEETING HALL.

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