GEE Ltd. — Proxy Solicitation & Information Statement 2022

Nov 23, 2022

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Date: 23[rd] November, 2022

To, Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, Mumbai-400001

Scrip Code: 504028 Sub: Notice Of Extra-Ordinary General Meeting of Gee Limited.

Respected Sir/Madam,

1. The Extra-Ordinary General Meeting of the Company will be convened on Thursday, December 15, 2022 at 12 Noon through Video Conferencing and shall be moderated from the registered office of the Company at Plot No. E -1, Road No. 7, Wagle Industrial Estate, Thane, Maharashtra, 400604. The copy of the Notice of Extra-Ordinary General Meeting is enclosed herewith for your perusal.

2. Notice of EGM is being sent to the Shareholders through emails. Shareholder who have registered their email id, are sent the above documents through email.

Kindly take the same on your records.

Thanking You.

Yours faithfully,

For and on behalf of GEE Limited

Payal Digitally signed by Payal Agarwal DN: c=IN, st=Maharashtra, 2.5.4.20=d6f2467b390dca4109277cc4dca6437845aff80769068b6c115cdedcdab91775, postalCode=400607, street=14D/ A wing, Regency park,G. A Marg, Pokharan Road No 2,Thane West,Thane,Sandozbaugh,Thane,Thane, serialNumber=19d40732328a8f491e2ad368c9b39509a93fea8715faeb145958ef69286115d0, o=Personal, cn=Payal Agarwal, title=8533, pseudonym=f2ac6d61606522c499c8c80dd6dbf587 Date: 2022.11.23 17:52:58 +05'30' Agarwal Payal Agarwal Whole Time Director & CFO DIN: 07198236

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NOTICE

GEE LIMITED CIN: L99999MH1960PLC011879 Registered Office: Plot No. E -1, Road No. 7, Wagle Industrial Estate, Thane – 400604 Website: http://www.geelimited.com, E-mail: shares@geelimited.com, Tel no. 022-25821277, Fax No. 022-25828938

NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING OF GEE LIMITED WILL BE HELD ON THURSDAY, DECEMBER 15, 2022 AT 12 NOON AT THE REGISTERED OFFICE OF THE COMPANY AT PLOT NO. E-1, ROAD NO. 7, WAGLE INDUSTRIAL ESTATE, THANE - 400604, MAHARASHTRA, INDIA TO TRANSACT THE FOLLOWING BUSINESS THROUGH VIDEO CONFERENCING:

Ordinary Business:

1. To appoint M/s. Singhi & Co. as Sta t utory Auditors of the Company and in this regard, t o pass with or without modification(s), the followi n g as an Ordinary Resolution with or without modifi c ation:

“ RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provi s ions, if any, of the Companies Act, 2013 as amen d ed from time to time or any other law for the tim e being in force (including any statutory modificati o n or amendment thereto or re-enactment there o f for the time being in force), M/s. SINGHI & CO. , Chartered Accountants, Kolkata be and are hereby appointed as Statutory Auditors of the Company. ”

“ RESOLVED FURTHER THAT M/s. SINGHI & Co., Chartered Accountants, Kolkata be and are hereby appointed as Statutory Auditors o f the Company from the conclusion of this Meeting till the conclusion of the AGM to be held in the year 2023 as on such remuneration as may b e fixed by the Board of Directors in consultation w ith them.”

“ RESOLVED FURTHER THAT the Di r ectors of the Company, jointly or severally, be and are hereby authorized to file, execute and/or m aintain necessary documents, forms, deeds, etc. to bring effect to such appointment.”

For GEE LIMITED

Payal Agarwal Digitally signed by Payal Agarwal DN: c=IN, st=Maharashtra, 2.5.4.20=d6f2467b390dca4109277cc4dca6437845aff80769068b6c115cdedcdab91775, postalCode=400607, street=14D/ A wing, Regency park,G. A Marg, Pokharan Road No 2,Thane West,Thane,Sandozbaugh,Thane,Thane, serialNumber=19d40732328a8f491e2ad368c9b39509a93fea8715faeb145958ef69286115d0, o=Personal, cn=Payal Agarwal, title=8533, pseudonym=f2ac6d61606522c499c8c80dd6dbf587 Date: 2022.11.23 12:07:10 +05'30'

Payal Agarwal Whole-Time Director & CFO DIN: 07198236

Place : Thane Date : 23[rd] November, 2022

.

NOTES:

1. The Explanatory Statem e nt pursuant to Section 102 of the Compani e s Act, 2013, setting out material fac t s concerning the Item No. 1 of the Notice is appended hereto.

2. Relevant documents referred to in this Notice shall be made a vailable for inspection in accordance with the applicable statutory requireme n ts based on requests received by the Company at shares@geelimited.com.

3. In view of the continui n g COVID-19 pandemic and restrictions on m ovement of individuals at several places in the country, the Ministry of Corporate Affairs (“MCA”) vide General Ci r cular Nos. 14/2020, 17/2020 and 20/2020 d ated April 8, 2020, April 13, 2020 a nd May 5, 2020, respectively and the S e curities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (“S E BI Circular”), have permitted companies to c onduct EGM through Video Conferen c ing (VC) or Other Audio Visual Means (OAV M ) during the calendar year 2022 without the physical presence of the Members a t a common venue. In accordance with the above stated circulars and in compliance with the provisions of the Act and the SEBI (Listing Obligations an d Disclosure Requirements) Regulati o ns, 2015 (“SEBI Listing Regulations”), the C ompany has decided to conduct its 61[st] EGM through VC/ OAVM. The Company has availed the services of National Se c urities Depository Limited (NSDL) for con d ucting EGM through VC/OAVM for e n abling participation of Members, remote e- v oting and e- voting during the EGM. The procedure for participating in the meeting through VC/ OAVM is explained below.

4. The recorded transcript of the EGM will be hosted on the website of the Company i.e. www.geelimited.com , post E GM.

5. The EGM shall be deemed t o be held at the Registered Office of the Company a t Plot No. E -1, Road No. 7, Wagle Industrial Estate, Thane, Maharashtra, 400604, as pe r provisions of abovementioned circulars.

6. As the EGM shall be condu c ted through VC / OAVM and physical attendance o f Members has been dispensed with, the fa c ility for appointment of Proxy by Members is not a v ailable for this EGM. Accordingly, proxy for m and attendance slip including route map have no t been annexed with this notice.

7. Non-individual Members (i . e., Institutional / Corporate Members) intending to participate through their Authorized Representatives are requested to send a scanned cop y (in JPEG / PDF format) of a duly certified B oard Resolution authorizing their representative(s ) to participate and vote on their behalf at t he EGM (through e-voting), pursuant to Section 11 3 of the Act, to the Company’s Registrar an d Share Transfer Agent at rnt.helpdesk@linkintime.c o .in with a copy marked to shares@geelimit e d.com.

8. In case of joint holders participating at the EGM together, only such joint holder who is higher in the order of names will b e entitled to vote.

9. The Register of Directors a n d Key Managerial Personnel and their sharehold i ng maintained under Section 170 of the Ac t , the Register of Contracts or Arrangements in whi c h Directors are interested under Section 1 89 of the Act and any other documents refe r red to in the accompanying Notice and E xplanatory Statements, shall be made available for inspection in accordance with the applicable statutory requirements based on the requests r eceived by the Company at shares@geelimited.com.

10. Members who hold shares in dematerialised form are requested to direct any change of address/bank mandate to their respective Depository Participant.

11. Members holding shares in physical form are requested to notify/send any c hange in their address/bank mandate to t h e Company’s Registrar and Share Transfer Agent- Link Intime India Pvt. Ltd, having its office at C 101, 247 Park, L.B.S. M arg, Vikhroli (West),Mumbai,Maharashtr a ,400083 Tel No.: 022 – 49186270 Fax No.: 022 – 49186060 E-mail: rnt.helpdesk@linkintime.co.in Website: www.linkintime.co.in. Members may also addres s all other correspondences to the Registrar and Share Transfer Agent at the address mentioned above.

12. Pursuant to Sections 101 and 136 of the Act read with the relevant Rules m a de thereunder and Regulation 36 of the SEBI Listing Regulations, companies can send Annu a l Reports and other communications thro u gh electronic mode to those Members who have r egistered their e-mail addresses either with the Company or with the Depository Participant(s) . In accordance with the Circulars issued by MCA and SEBI and owing to the difficulties involve d in dispatching of physical copies due to COVID-19 pandemic situation, the documents are bei n g sent through electronic mode to Memb e rs whose e-mail address is registered with the C o mpany or the Depository Participant(s). M e mbers may note that the Notice of the Meeting is a vailable on the Company’s website www. g eelimited.com, website of the Stock exchange i.e. BSE i.e., www.bseindia.com. The E G M Notice is also disseminated on the websit e of NSDL i.e. https://www.evoting.nsdl.com. Members who have not registered their e-ma i l address with the Company or their Depository Participant are requested to register their e-m a il address with the Register and Share Transfer Agent i.e. Link Intime India Pvt Ltd. in the followi n g manner:

For shares held in Physical form

1. sh a. co b. c. ca th Send Scanned copy of the following documents ares@geelimited.com: A signed request letter mentioning your name, fol mplete address Self-attested scanned copy of the PAN Card, and Self-attested scanned copy of any document (su rd, Driving License, Election Identity card, Passport e address of the Members as registered with the Co by email to io number and ch as Aadhaar ) in support of mpany.

For shares held in Dematerialized form

Th to de de e Members holding shares in electronic mode are register/update their email address, PAN and tails with the Depository Participant where th materialized accounts are maintained. also requested Bank Account eir respective

1. The Securities and Exchang e Board of India (SEBI) has mandated the submis s ion of PAN by every participant in securit i es market. Members holding shares in demateri a lized form are therefore requested to sub m it their PAN to the Depository Participant(s) with w hom they are maintaining their dematerialized accounts. Members holding shares in physical form can write to the Registrar and Share T r ansfer Agent with their PAN details.

2. Members may note that, a s mandated by SEBI, effective April 1, 2019, requests for effecting transfer of securities held i n physical mode cannot be processed by the Comp a ny, unless the securities are held in dematerialized form. Hence, Members are requested t o dematerialize their shares if held in physic a l form.

3. Pursuant to the provisions of Section 72 of the Act read with the Rules ma d e thereunder, Members holding shares in a single name may avail the facility of nomination in respect of the shares held by them. Memb e rs holding shares in physical form may avail this facility by sending a nomination in the prescri b ed Form No. SH-13 to the Registrar and Share Tran s fer Agent. The said form is available on th e Company’s website. Members holding shares in e lectronic form may contact their respective Depository Participant(s) for availing this facility.

4. The Register of Members and the Share Transfer Books of the Company shall remain closed from 7[th] December, 2022 to 15[th] December, 2022 (both days inclusive) for the purpose of ExtraOrdinary General Meeting.

5. The members whose name is appearing in the Registers of Members / list of Be n eficial Owners as on 6[th] December, 2022, i . e. prior to the commencement of book closure, b e ing the cut-off date, are entitled to vote on Resolutions set forth in the Notice. Members may c ast their votes on electronic system from any place other than venue of the meeting (remote-e-voting). The remote e-voting period will commence at 10:00 A.M. on 12[th] December, 2022 a nd will end at 5:00 P.M. on 14[th] December, 2022.

6. The Members who have cas t their votes by remote e-voting prior to the EGM m ay also attend the EGM but shall not be en t itled to cast their vote.

7. Mrs. Chandni Maheswari, C ompany Secretary, is appointed as a Scrutinizer t o scrutinize the voting and remote e-voting p rocess, in a fair and transparent manner.

8. The Scrutinizer shall after the conclusion of voting at the EGM, first count the v o tes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in t he employment of the Company and shall make, not later than three days of the conclusion of the Extra-Ordinary General Meeting, a consolidated scrutinizer’s report of the to t al votes cast in favor or against, if any, to the Chair m an or a person authorized by him in writing, who shall countersign the same and declare th e result of the voting forthwith.

9. The results declared along w ith the report of the Scrutinizer shall be placed on the website of the Company www.geelimit e d.comand on the website of the Agency Link Intim e India Pvt. Ltd (Registrar & Share Transfer A gents). The Company shall simultaneously forwar d the results to the Stock Exchanges where t he Company’s shares are listed.

10. Member who is desirous of getting any information as regard to the business t o be transacted at the meeting are request e d to write their queries to the Company at least seven days in advance of the meeting in order to keep the information required readily available at the meeting.

11. Link Intime India Pvt. Ltd h aving its office at C 101, 247 Park, L.B.S. Marg, V ikhroli (West), Mumbai, Maharashtra, 400 0 83 are the Registrar and Transfer Agent for shares h eld in physical form and in electronic / de m at form. The Register of Members is maintained a t the Office of the Registrar and Share Tran s fer Agents.

Important Communication to Members

1. In view of the massive out b reak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020,Circu l ar No.17/2020 dated April 13, 2020 issu e d by the Ministry of Corporate Affairs followed b y Circular No. 20/2020 dated May 05, 20 2 0 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued fr o m time to time, physical attendance of the Memb e rs to the EGM venue is not required and g eneral meeting be held through video conferencing (VC) or other audio visual means(OAVM). Hence, Members can attend and participate in th e ensuing EGM through VC/OAVM.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appo i nt authorized representatives to attend t h e EGM through VC/OAVM and participate there a t and cast their votes through e-voting.

3. The Members can join th e EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the com m encement of the Meeting by following the procedure mentioned in the Notice. The facilit y of participation at the EGM through VC/OAVM will be made available for 1000 memb e rs on first come first served basis. This will no t include large Shareholders (Shareholde r s holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key M anagerial Personnel, the Chairpersons of the Au d it Committee, Nomination and Remun e ration Committee and Stakeholders Relationship Committee, Auditors etc. who are allo w ed to attend the EGM without restriction on accou n t of first come first served basis.

4. The attendance of the Me m bers attending the EGM through VC/OAVM will be c ounted for the purpose of reckoning the q u orum under Section 103 of the Companies Act, 20 1 3.

5. Pursuant to the provisions o f Section 108 of the Companies Act, 2013 read wit h Rule20 of the Companies (Management a nd Administration) Rules, 2014 (as amended)and R e gulation 44 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (as a mended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Co m pany is providing facility of remote e-Voting to i t s Members in respect of the business to be transacted at the EGM. For this purpose, th e Company has entered into an agreemen t with National Securities Depository Limited (NSDL ) for facilitating voting through electronic m eans, as the authorized agency. The facility of cas t ing votes by a member using remote e-V o ting system as well as venue voting on the date of the EGM will be provided by NSDL.

6. In line with the Ministry of C orporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the E G M has been uploaded on the website of th e Company at www.geelimited.com. The Notice can also be accessed from the website s of the Stock Exchanges i.e. BSE Limited a nd National Stock Exchange of India Limited at ww w .bseindia.com and www.nseindia.com re s pectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl. c om.

7. EGM has been convened through VC/OAVM in compliance with applicable p r ovisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2 020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated M a y 05, 2020 and MCA Circular No. 2/2021 d a ted January 13, 2021.

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

The remote e-voting period beg i ns on 12[th] December, 2022 at 10:00 A.M. an d ends on 14[th] December, 2022 at 5:00 P.M. T he remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Membe r s / Beneficial Owners as on the record date (cut-off date) i.e. 6[th] December, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to thei r share in the paid-up equity share capital of t h e Company as on the cut-off date, being 6[th] De c ember, 2022.

How do I vote electronically using NSDL e Voting system?

The way to vote electronically o n NSDL e-Voting system consists of “Two Ste p s” 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 date d December 9, 2020 on e-Voting facility provi d ed by Listed Companies, Individual shareho l ders holding securities in demat mode are allowed to vote through their demat account m aintained with Depositories and Depository Participants. Shareholders are advised to upd a te their mobile number and email Id in their d e mat accounts in order to access e-Voting facili t y. Login method for Individu a l shareholders holding securities in demat m ode is given below:

Type of shareholders	Log in Method	Log in Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Serv NSDL Viz.https://eservices.nsdl.com eith Computer or on a mobile. On the e-Serv click on the “Beneficial Owner”icon which is available under‘IDeAS’section, you to enter your existing User ID and successful authentication, you will be able services under Value added services. Clic e-Voting”under e-Voting services and yo see e-Voting page. Click on company na service provider i.e. NSDLand you will e-Voting website of NSDL for casting you remote e-Voting period or joining virtualm during the meeting. If you are not registered for IDeAS e-Se register is available athttps://eservices.n “Register Online for IDeAS Portal https://eservices.nsdl.com/SecureWeb/Idea Visit the e-Voting website of NSDL. Open typing the following URL:https://www.e either on a Personal Computer or on am ices website of er on a Personal ices home page under“Login” this will prompt Password. After to see e-Voting k on“Access to u will be able to me ore-Voting be re-directed to r vote during the eeting & voting rvices, option to sdl.com .Select ”or click at sDirectReg.jsp web browser by voting.nsdl.com/ obile. Once the

home page of e-Voting system is launc h ed, click on the icon “Login” which is av a ilable under ‘Shareholder/Member’ section. A new s c reen will open. You will have to enter your User ID (i.e. y our sixteen digit demat account number hold with NSDL ) , Password/OTP and a Verification Code as shown on t h e screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-V o ting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting we b site of NSDL for casting your vote during the remote e- V oting period or joining virtual meeting & voting duri n g the meeting.

1. Shareholders/Members can also downloa d NSDL Mobile App “ NSDL Speede ” facility by scanni n g the QR code mentioned below for seamless voting expe r ience.

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Individual	1. Existing users who have opted for Easi /E asiest, they can
Shareholders holding	login through their user id and password . Option will be
securities in demat	made available to reach e-Voting page wit hout any further
mode with CDSL	authentication. The URL for users to login to Easi / Easiest
	are https://web.cdslindia.com/myeasi/h ome/login or
	www.cdslindia.com and click on New Syst em Myeasi.
	2. After successful login of Easi/Easiest the user will be also
	able to see the E Voting Menu. The Menuw ill have links of
	e-Voting service provider i.e. NSDL.Cl ick onNSDLto
	cast your vote.
	3. If the user is not registered for Easi/Easiest , option to
	register is available at
	https://web.cdslindia.com/myeasi/Registrat ion/EasiRegistra
	tion
	4. Alternatively, the user can directly accesse -Voting page by
	providing demat Account Number andP AN No. from a
	link inwww.cdslindia.com home page.T he system will
	authenticate the user by sending OTP onr egistered Mobile
	& Email as recorded in the demat Account. After successful

authentication, user will be provided respective ESP i.e.NSDLwhere the progress. links for the e-Voting is in

Individual Shareholders (holding securities in demat mode) login through their depository participants

Yo acc NS abl red aut com wil vot &v u can also login using the login credentials ount through your Depository Participant DL/CDSL for e-Voting facility. upon logging e to see e-Voting option. Click on e-Voting op irected to NSDL/CDSL Depository site hentication, wherein you can see e-Voting fe pany name or e-Voting service provider i.e. l be redirected to e-Voting website of NSDL e during the remote e-Voting period or joining oting during the meeting. of your demat registered with in, you will be tion, you will be after successful ature. Click on NSDL and you for casting your virtual meeting

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

Helpdesk for Individual Sh echnical issues related to lo areholders holding securities in demat m gin through Depository i.e. NSDL and CDSL ode for any .	Helpdesk for Individual Sh echnical issues related to lo areholders holding securities in demat m gin through Depository i.e. NSDL and CDSL ode for any .	Helpdesk for Individual Sh echnical issues related to lo areholders holding securities in demat m gin through Depository i.e. NSDL and CDSL ode for any .
Login type		Helpdesk details
Individual Shareholdersh securities in demat mode NSDL olding with		Members facing any technical issu contact NSDL helpdesk by sendin evoting@nsdl.co.in or call at toll free 990 and 1800 22 44 30 e in login can g a request at no.: 1800 1020
Individual Shareholders hol securities in demat mode wi CDSL ding th		Members facing any technical issu contact CDSL helpdesk by sendin helpdesk.evoting@cdslindia.com orc 23058738 or 022-23058542-43 e in login can g a request at ontact at 022-

B) Login Method for e-Voting and joining virtual meeting 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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 sh (NSDL or CDSL) or Ph ares i.e.Demat ysical	Your User ID is:
a) For Members who ho demat account with NSD ld shares in L.	8 Character DP ID followed Client ID For example if your DP IDi and Client ID is 12** th ID is IN30012*. by 8 Digit s IN300* en your user
b) For Members who ho demat account with CDS ld shares in L.	16 Digit Beneficiary ID For example if your Benef 12** then you 12** iciary ID is r user ID is
c) For Members hold Physical Form. ing shares in	EVEN Number followed Number registered with thec For example if folio numbe and EVEN is 101456 then 101456001 by Folio ompany r is 001 user ID is

5. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user 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.

6. 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 evoting@nsdl.co.in 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.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and 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 compani e s “EVEN” in which you are holding shares and whose voting cycle and General M eeting is in active status.

2. Select “EVEN” of comp a ny for which you wish to cast your vote during the remote e- Voting period and castin g your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selec t ing appropriate options i.e. assent or dissent, v erify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when pr o mpted.

5. Upon confirmation, the m essage “Vote cast successfully” will be display e d.

6. You can also take the pri n tout of the votes cast by you by clicking on t h e print option on the confirmation page.

7. Once you confirm your v ote on the resolution, you will not be allowed t o modify your vote.

General Guidelines for shareholders

1. Institutional shareholder s (i.e. other than individuals, HUF, NRI etc.) a r e required to send scanned copy (PD F /JPG Format) of the relevant Board Resoluti o n/ Authority letter etc. with attested s p ecimen signature of the duly authorized sign a tory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cscagarwal150@g m ail.com with a copy marked to ev o ting@nsdl.co.in.Institutional shareholders (i. e . other than individuals, HUF, NRI etc.) can also upload their Board Resolutio n / Power of Attorney / Authority Let t er etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other p e rson and take utmost care to keep your password confidential. Login to the e-voting w ebsite will be disabled upon five unsu c cessful attempts to key in the correct passwo r d. In such an event, you will need to g o through the “Forgot User Details/Password? ” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, y ou may refer the Frequently Asked Questio n s (FAQs) for Shareholders and e-voti n g user manual for Shareholders available at t he download section of www.evoting. n sdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request t o MR. ANUBHAV SAXENA at evoting@nsdl. c o.in

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 resolutions set out in this notice :

1. In case shares are he l d in physical mode please provide Folio N o., Name of shareholder, scanned c opy of the share certificate (front and bac k ), PAN (self attested scanned copy of PAN card), AADHAR (self attested sca n ned copy of Aadhar Card) by email t o shares@geelimited.com

2. In case shares are held i n demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit ben e ficiary ID), Name, client master or copy of Consolidated Account statement, PA N (self attested scanned copy of PAN card), A A DHAR (self attested scanned copy of Aadhar Card) to shares@geelimited.com. I f you are an

Individual shareholders holding securities in demat mode, you are req u ested to refer to the login method e x plained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively sharehol d er/members may send a request to evoting@nsdl.co.in for procuring user id an d password for e-voting by providing abo v e mentioned documents.

2. In terms of SEBI circu l ar dated December 9, 2020 on e-Voting facilit y provided by Listed Companies, In d ividual shareholders holding securities in de m at mode are allowed to vote throu g h their demat account maintained with De p ositories and Depository Participant s . Shareholders are required to update their m obile number and email ID correctly i n their demat account in order to access e-Voti n g facility.

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

1. The procedure for e-V o ting on the day of the EGM is same as th e instructions mentioned above for re m ote e-voting.

2. Only those Members/ s hareholders, who will be present in the E GM through VC/OAVM facility and h ave not casted their vote on the Resolutions t h rough remote e-Voting and are otherwi s e not barred from doing so, shall be eligible t o vote through e-Voting system in the E G M.

3. Members who have vot e d through Remote e-Voting will be eligible to attend the EGM. However, they wi l l not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances conn e cted with the facility for e-Voting on t he day of the EGM shall be the same person m entioned for Remote e-voting.

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

1. Member will be provid e d with a facility to attend the EGM throug h VC/OAVM through the NSDL e-V o ting system. Members may access by follo w ing the steps mentioned above for Access to NSDL e-Voting system . After success f ul login, you can see link of “VC/ O AVM link” placed under “Join meeting” m enu against company name. You ar e requested to click on VC/OAVM link plac e d under Join General Meeting me n u. The link for VC/OAVM will be available in Shareholder/Member lo g in where the EVEN of Company will be dis p layed. Please note that the members w ho do not have the User ID and Password f o r e-Voting or have forgotten the User ID and Password may retrieve the same by f ollowing the remote e-Voting instructi o ns mentioned in the notice to avoid last minut e rush.

2. Members are encourage d to join the Meeting through Laptops for better e xperience.

3. Further Members will be required to allow Camera and use Internet wit h a good speed to avoid any disturbance during the meeting.

4. Please note that Particip a nts Connecting from Mobile Devices or Tabl e ts or through Laptop connecting via M obile Hotspot may experience Audio/Vide o loss due to Fluctuation in their resp e ctive network. It is therefore recommended to u se Stable WiFi or LAN Connection t o mitigate any kind of aforesaid glitches.

5. Shareholders who woul d like to express their views/have questions m ay send their questions in advance m e ntioning their name demat account number/ f olio number, email id, mobile numbe r at shares@geelimited.com. The same will be r eplied by the company suitably.

6. Shareholders are request e d to send in their questions at shares@geelimi t ed.com on or before 8[th] December, 20 2 2. The same will be taken up at the EGM an d answered by concerned Directors and / or Senior Management Personnel.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statem e nt, pursuant to Section 102 of the Companies Ac t , 2013 (“Act”), sets out all material facts relating t o the business mentioned under Item No. 01 of the accompanying Notice dated November 23[rd] , 2022:

Item No. 1:

Appointment of Statutory Auditor fo

r FY 2022-23:

The Board of Directors has appro v ed the appointment of M/s. Singhi & Co. (Firm R e gistration No. 302049E) as the Statutory Audito r s of the Company at a remuneration of Rs.15,00 , 000/- (Rupees Fifteen Lakhs Only) plus out of poc k et expenses for the Financial Year 2022-23. In accordance with the provisions of Section 139 of the Ac t , in case of casual vacancy of Statutory Auditors, t h e Board needs to recommend appointment of St a tutory Auditors and be ratified by shareholders in their meeting within 3 months of the recommendation of Board. Hence, after the Board has approved the appointment, it is being brought t o the shareholders for their approval. None of the D irectors or Key Managerial Personnel of the Com p any and their relatives are concerned or intereste d , financially or otherwise, in the Resolution at Ite m No. 1 of the accompanying Notice.

The Board recommends the passin g of this Resolution at Item No. 1 of the accompanyi n g Notice in the interests of the Company.