Gujarat Cotex Ltd — Proxy Solicitation & Information Statement 2025

Mar 3, 2025

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Regd.Office: Shop No. 4, 1st Floor, Shanti Complex, Opp. Patel Petrol Pump, Amli, Silvassa396230

Contact No. +91 93279 77729 Email : jayprabha@hotmail.com, Website : www.gujcotex.co Corporate Identity Number : L46695DN1996PLC000116

Date: 03.03.2025

To, Department of Corporate Services, BSE Limited Ground Floor, P.J. Tower, Dalal Street, Fort, Mumbai- 400001.

Scrip Code: 514386

Subject: Submission of Postal Ballot Notice under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

Pursuant to Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Postal Ballot Notice together with explanatory statements (“Notice”) for seeking approval of the shareholders of the Company for Special Business set out in enclosed Notice by way of Ordinary Resolutions through remote e-voting.

You requested to take above on your records

Thanking You.

Yours Truly,

SHAILESH Digitally signed by SHAILESH J PAREKH J PAREKH Date: 2025.03.03 15:18:57 +05'30'

Shaileshkumar Jayantkumar Parekh Managing Director (DIN: 01246270)

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given in accordance with Section 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management & Administration) Rules, 2014, as amended from time to time (“the Rules”) and other applicable provisions, if any of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting the process of postal ballot through remote e-voting vide General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, and 09/2024 dated 19th September 2024 including any other circular issued in this regard (“Relevant Circulars”) and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Secretarial Standard on General Meetings (SS – 2) issued by the Institute of Company Secretaries of India and other applicable laws and regulations, circulars, if any, the Company proposes to pass the following resolution by way of postal ballot through remote e-voting:-

SPECIAL BUSINESSES:

Resolution No. 1

ISSUANCE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS AND MATTERS RELATED THEREWITH

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

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Companies Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), enabling provisions of Memorandum of Association and Articles of Association of the Company, provisions of the uniform listing agreement entered into by the Company with the relevant stock exchange(s) where the shares of the Company are listed (“Stock Exchange(s)”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”), as amended including the SEBI (Issue of Capital And Disclosure Requirements) Regulations, 2018, as amended, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Government of India and subject to the approvals, consents, permissions and/ or actions, as may be required from any other relevant statutory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or, modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed by the board of directors of the Company (hereinafter referred to as the “Board” which terms shall be deemed to include any committee duly constituted by the Board or any committee, which the Board may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and are hereby accorded to create, issue, offer and allot, on a preferential basis, up to 1,37,56,000 (One Crore Thirty-Seven Lakhs Fifty-Six Thousands) Convertible Warrants (“Warrants”), at a price ₹16.00/- (Sixteen Only) per Warrant, each convertible into, or exchangeable for, One (01) fully paid-up equity share of the Company having face value of ₹ 5/- (Rupees Five Only) each (“The Equity Shares”) at a premium of Rs.11/- (Eleven Only) per share to persons / entities (Proposed allotees) on a preferential basis, for cash and in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and/or other applicable Laws and on such terms and conditions as the board may, in its absolute discretion think fit and without requiring any further approval or consent from the members, to the below-mentioned Proposed Equity Allottees in the manner as follows:

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Sr. Name Of Applicant Pan No. No. Of Promoter/ Name Of Pan Of
No. Shares Public Ultimate Ultimate
Beneficial Beneficial
Owner of The Owner
Proposed
Allottee
1 Shri Shaileshkumar AERPP2055D 2,75,000 Promoter NA NA
Jayantkumar Parekh
2 Mrs Sarlaben AEPPP2866Q 5,00,000 Promoter NA NA
Shaileshbhai Parekh
3 Mrs Priyavanda AEBPP4567N 1,67,727 Promoter NA NA
Sudhir Parekh
4 Sonal Dharmesh AFUPP6652C 4,75,000 Promoter NA NA
Sheth
5 Ketan Sudhir Parekh AFSPP8274L 4,75,000 Promoter NA NA
6 Mr. Chetan Shailesh AFSPP8275M 4,75,000 Promoter NA NA
Parekh
7 Riya H Goklani ARLPG0665P 1,00,000 Public NA NA
8 Pipaliya Jayshreeben FUBPP2213N 1,00,000 Public NA NA
Kishorbhai
9 Mr. Mudit Mittal FOVPM2239M 2,00,000 Public NA NA
10 Meena Vinitbhai AAAPZ6933H 4,00,000 Public NA NA
Zaveri
11 Bhupendra Ravikant AAMPB8714G 1,00,000 Public NA NA
Batlawala
12 Mr Denish Dhanraj ADAPS6035L 5,00,000 Public NA NA
Shah
13 Mrs Binita Shah ABLPC6404A 3,50,000 Public NA NA
14 Tulika Agarwal AQRPA6400H 1,00,000 Public NA NA
15 Rajiv Sureshbhai AIIPS7252G 5,00,000 Public NA NA
Sheth
16 Mr. Sarjukumar AQOPP8550G 5,00,000 Public NA NA
Gunvanbhai Patel
17 Diana Stanley Martin AVKPM1821A 5,00,000 Public NA NA
18 Mr Sharad AAFPP1179A 2,00,000 Public NA NA
Navinchandra Pal
19 Mrs Sonal Sharad AIZPP7175N 2,00,000 Public NA NA
Pal
20 Smt Aarti Manish AICPM0145L 2,38,273 Public NA NA
Malke
21 Mayur Balvantrai AFDPG6722M 2,00,000 Public NA NA
Gandhi
22 Trinjal Mayur AWZPG1823E 2,00,000 Public NA NA
Gandhi
23 Mr. Shailesh AACPM8355N 1,00,000 Public NA NA
Harshad Maniar
24 Sarita Hariprakash ABGPK4488H 1,00,000 Public NA NA
Kanodia
25 Shah Keval C BIMPS7991H 2,00,000 Public NA NA
26 Sanjeev Prem Kumar ACKPS0134P 1,00,000 Public NA NA
Saggi
27 Arpit Samir Shah BWVPS4844L 20,000 Public NA NA
28 Chiragbhai Jinabhai BQEPA2930A 1,00,000 Public NA NA
Anghan
29 Mr. Mukesh Pranlal AADHD0961N 1,50,000 Public Mr. Mukesh ABRPD4859
Doshi (HUF) Pranlal Doshi L
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30 Mr Siddharth AAFHD7585J 1,50,000 Public Mr Siddharth AEXPD8592
Mukeshbhai Doshi Mukeshbhai H
(HUF) Doshi
31 Mr Dhyeya AAIHD2586C 1,50,000 Public Mr Dhyeya AEXPD8591
Mukeshbhai Doshi Mukeshbhai E
(HUF) Doshi
32 Mr. Siddharth AEXPD8592H 1,50,000 Public NA NA
Mukeshbhai Doshi
33 Mrs. Kausha S Doshi AIIPD6086D 1,50,000 Public NA NA
34 Ms Daivya S Doshi BXGPD7895C 1,50,000 Public NA NA
35 Mr Maurya ANGPD8560R 1,50,000 Public NA NA
Siddharth Doshi
36 Mrs Urvi ASXPD2027M 1,50,000 Public NA NA
Dhyeyabhai Doshi
37 Ms Manya D Doshi BXGPD7899Q 1,50,000 Public NA NA
38 Shah Chandrikaben ADYPS9258H 1,00,000 Public NA NA
Prafulbhai
39 Mr. Ashokkumar ABLPD1353M 1,00,000 Public NA NA
Balubhai Desai
40 Mrs. Daxaben ABWPD2048N 1,00,000 Public NA NA
Ashokbhai Desai
41 Mrs Sapna Madhav BCMPD2518R 1,00,000 Public NA NA
Desai
42 Mr. Jemin Shailesh BAFPM3723E 1,00,000 Public NA NA
Maniar
43 Mrs. Pragna Shailesh AACPM8354P 1,00,000 Public NA NA
Maniar
44 Mrs Monaben ATDPL4982C 35,000 Public NA NA
Vipulbhai Langaliya
45 Shantilal Popatlal AACPG6993Q 3,00,000 Public NA NA
Gada
46 Jyotiben Jitenbhai ACFPJ1427M 25,000 Public NA NA
Jogadia
47 Shah Bharatbhai ABMHS5645C 10,000 Public Shah BCJPR4683N
Himmatlal (HUF) Bharatbhai
Himmatlal
48 Mrs. Nitaben NRZPS9327B 10,000 Public NA NA
Bharatbhai Shah
49 Mrs. Rekhaben HHCPS9563N 10,000 Public NA NA
Himatbhai Shah
50 Mrs. Hansaben GQWPB8263G 10,000 Public NA NA
Sureshbhai Baraiya
51 Mrs. Rituben GQWPB7994A 10,000 Public NA NA
Sureshbhai Baraiya
52 Pritiben Jayedrbhai AMCPG9613M 50,000 Public NA NA
Ghandhi
53 Madhuben AGVPG4207E 1,00,000 Public NA NA
Kiritkumar Ghandhi
54 Doshi Riddhi CEPPP3140B 50,000 Public NA NA
Amitkumar
55 Ramilaben V Vejani AELPV8656C 25,000 Public NA NA
56 Suraj Umesh Mallya AFFPM0678G 1,80,000 Public NA NA
57 Prakash Shankar AFLPA4651D 5,00,000 Public NA NA
Adnani
58 Laxmanbhai AGTPK1267E 25,000 Public NA NA
Rajabhai Kikani
59 Dinesh Panchabhai DOVPS2576P 50,000 Public NA NA
Senta
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60 Mayaben DXZPP8311L 25,000 Public NA NA
Madhavbhai Pateliya
61 Jitubhai Merabhai CXSPP6540B 25,000 Public NA NA
Pateliya
62 Pinakinbhai I Vora AFDPV2112G 25,000 Public NA NA
63 Nikhil I Vora AFPPV2553P 25,000 Public NA NA
64 Mina Indubhai Vora ABGPV3505N 25,000 Public NA NA
65 Ronak Vijaybhai AAZHR3160D 25,000 Public Ronak BIJPS0662Q
Shah HUF Vijaybhai
Shah
66 Vikas Ghisulal Darji ALGPD3176M 1,00,000 Public NA NA
67 Gangadhar ACOPN2752Q 1,00,000 Public NA NA
Shivgonda Navnale
68 Sonalben Sunilbhai BZJPB2729J 25,000 Public NA NA
Budheliya
69 Pahal Kaushik Gohel EPBPG7493P 25,000 Public NA NA
70 Hiren Kishorbhai AHLPP5209N 25,000 Public NA NA
Parekh
71 Gohel Vrusha EASPG4573A 25,000 Public NA NA
Kaushik
72 Pankaj Kantilal AQLPP3380R 50,000 Public NA NA
Parmar
73 Yasha Nirav Vora BNEPS6332R 25,000 Public NA NA
74 Shweta Paragbhai BTTPT1466N 50,000 Public NA NA
Thakkar
75 Keyur Sureshkumar BDEPP1396L 25,000 Public NA NA
Parmar
76 Kinjalben Ravibhai AXCPV8184F 25,000 Public NA NA
Vithlani
77 Nandaben AQLPS4888B 50,000 Public NA NA
Prakashbhai Sheth
78 Ramchand HXWPM9035B 35,000 Public NA NA
Ghnshamdas
Madhrani
79 Anilkumar Gohil ACCPG0268J 50,000 Public NA NA
80 Hitesh Pravinchandra AACHH7121K 1,00,000 Public Hitesh AACPH2203
Shah HUF Pravinchandra E
Shah
81 Shukla Jinny ATHPS9622C 1,00,000 Public NA NA
Darshanbhai
82 Kiran A Raval BTGPR1554J 25,000 Public NA NA
83 Pratik Tanna AOIPT4947H 25,000 Public NA NA
84 Roshniben Niravbhai DQZPR8797B 25,000 Public NA NA
Rajani
85 Bharatbhai Jinabhai CATPK0629N 25,000 Public NA NA
Kambad
86 Pinal Kishorbhai ABWPT5427B 1,00,000 Public NA NA
Thakkar
87 Harshil Dipakbhai AFLPV0748Q 50,000 Public NA NA
Vora
88 Parth Niranjanbhai BFDPS8652B 50,000 Public NA NA
Shah
89 Jenil Alpeshbhai KISPS6799Q 50,000 Public NA NA
Shah
90 Mr. Ruchit BZJPA4984N 25,000 Public NA NA
Andhariya
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91 Ms. Sakshi CSRPM6364E 25,000 Public NA NA
Kaushikkumar Modi
92 Mrs. Hansa APRPP4230K 25,000 Public NA NA
Ghodasara
93 Khambhayata MYIPK1890E 25,000 Public NA NA
Bilvisha Jigneshbhai
94 Siddhrajsinh BUWPG6490H 40,000 Public NA NA
Ashoksinh Gohil
95 Shah Vaibhav MGSPS0687R 25,000 Public NA NA
Mahendrabhai
96 Kartik C Dholakiya AVAPD3672Q 25,000 Public NA NA
97 Heenaben H Thanay AICPT6867C 25,000 Public NA NA
98 Jadeja Jayshriba BCCPJ0618Q 25,000 Public NA NA
Rushirajsinh
99 Desai Foram FMWPD3645F 25,000 Public NA NA
Dhruven
100 Vipul J Shah CDLPS1539L 25,000 Public NA NA
101 Pushpaben Dilipbhai ASNPK9174A 1,00,000 Public NA NA
Kachiya
102 Dipaben Kishorbhai DTCPM5483F 75,000 Public NA NA
Mendapara
103 Kantaben PRKPK8864G 75,000 Public NA NA
Karshanbhai Kachiya
104 Bhaveshbhai ASTPR3681F 75,000 Public NA NA
Gopalbhai Ramani
105 Kiran A Raval BTGPR1554J 1,00,000 Public NA NA
106 Madhviben BIJPB0733K 1,00,000 Public NA NA
Jagdishbhai Bhanderi
107 Ravi Mansukhbhai EIVPK3809Q 75,000 Public NA NA
Khunt
108 Nilesh Mansukhlal AFGPS1314C 50,000 Public NA NA
Shah
109 Tusharkant AFGPS1316A 50,000 Public NA NA
Manshukhlal Shah
110 Mr Mehta Chimanlal AKKPM1940R 35,000 Public NA NA
Jagjivandas
111 Mrs Khushbu Naitik CQBPS5636M 35,000 Public NA NA
Shah
112 Mrs Mehta Darshita DJNPS1515P 35,000 Public NA NA
Divyesh
113 Mrs Kinjalben V EAAPS7331Q 35,000 Public NA NA
Shah
114 Gauravbhai Shah AWDPS9028D 1,00,000 Public NA NA
115 Nileshbhai AGBPS8708G 2,00,000 Public NA NA
Jaysuhkhlal Shah
116 Mr Mustak Ahemad BIXPS3882A 2,00,000 Public NA NA
R Saiyad
117 Renuka AFNPD8033N 1,00,000 Public NA NA
Arvindkumar Deora
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“RESOLVED FURTHER THAT without prejudice to the generality of the above, the Warrants issued shall be subject to the following terms and conditions:

1. In accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, 25% (Twenty-Five Per Cent) of the Warrant Issue Price, shall be paid by the Warrant Holders to the Company on or before allotment of the Warrants and the balance consideration i.e., 75% (Seventy-Five Per

Cent) of the Warrant Issue Price shall be paid in one or more trench before exercise of option to apply for fully paid –up Equity shares of ₹ 5/- each of the Company, against each such Warrant held by the Warrant Holder.

1. The Warrant Holders shall be entitled to exercise his/her option to convert any or all of the warrants into equity shares of the Company in one or more tranches after giving a written notice to the Company, specifying the number of warrants proposed to be exercised along with the aggregate Warrant Exercise Price payable thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion. The Company shall accordingly, issue and allot the corresponding number of equity shares of the Company to the Warrant Holders.

2. 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.

3. In terms of Regulation 166 of the ICDR Regulations, the price of Warrants determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, if applicable. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Warrants shall continue to be locked- in till the time such amount is paid by the Warrant Holder.

4. Upon exercise of the option by Warrant Holder(s), the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required including to securities demat account of the Warrant Holder.

5. The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment. If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Warrant Holders within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant Holders to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant Holders on such Warrants shall stand forfeited.

6. The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu with the then existing Equity Shares of the Company, including entitlement to voting powers and dividend.

7. The Warrants by itself, until exercised and converted into equity shares, shall not give to the Warrant Holders thereof any rights with respect to that of an Equity shareholder of the Company.

8. The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

“RESOLVED FURTHER THAT the pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company shall also be subject to lock-in as per the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, documents to give effect to the resolutions above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to BSE for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies,(“ROC”), National Securities Depository Limited (“NSDL”), Central Depository Services (India) Limited (“CDSL”) and/ or such other authorities as may be necessary for the purpose, and to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the Warrant Holders, and to delegate all or any of the powers conferred on it by this resolution to any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, without limitation in connection with the issue and

utilization of proceeds thereof, and take all steps and decisions in this regard, without being required to seek any further consent or approval of the members of the Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

Resolution 2

TO OFFER, ISSUE AND ALLOT EQUITY SHARES (OTHER THAN CASH) ON A PREFERENTIAL BASIS:

“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactments(s) thereof for the time being in force) and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended from time to time, the listing agreements entered into by the Company with the BSE Limited (the “Stock Exchanges”) on which the Equity Shares of the Company having Face Value of Rs. 5/- each (“Equity Shares”) are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs(“MCA”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”) and/or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, 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 mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), the consent and approval of the Members of the Company (“Members”) be and is hereby accorded to the Board to create, issue, offer and allot at an appropriate time, in one or more tranches, up to 17,77,000 (Seventeen Lacs Seventy-Seven Thousand) fully Paid up Equity Shares of the Company having a Face Value of Rs.5/- (Rupee Five Only) each at a price of Rs.16/- (Rupees sixteen only) per Equity Share (including a premium of Rs.11/- (Rupees eleven only) per share (‘Preferential Allotment Price’), aggregating to Rs. 2,84,32,000/- (Rupees Two crores eighty-four lacs thirty-two thousand only), to the Proposed Allottees, who are not Promoter(s) and who does not belong to the Promoter Group of the Company as on date of resolution, for consideration other than cash being payment toward their outstanding due in the Company as listed in the table below, on a preferential issue basis (“Preferential Allotment”) on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws.

Sr. No	Name of Proposed Allottees	Category (Promoter/Non Promoter)	No. of Equity Shares proposed to be issued	Outstanding Due as on 27.02.2025
1.	Octagon Infratech Limited	Non-Promoter	17,77,000	2,84,40,950

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Equity Shares under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

• a. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals as the case may be.

• b. The Equity Shares allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

• c. The Equity Shares to be issued and allotted shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company

• d. The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to

receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

• e. The Equity Shares so offered and issued to the Proposed Allottees, are being issued for consideration other than cash against their Outstanding dues in the Company; and

• f. The Equity Shares so offered, issued and allotted shall not exceed the number of Equity Shares as approved herein above.

Without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to form part hereof.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in terms of the issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT any rights or Bonus shares or any entitlements which may arise pursuant to the said allotted shares shall have the same effect including lock-in period, as that of the Equity Shares issued pursuant to the said preferential issue and also shall be liable for further lock-in for such other period as may be mutually agreed by the Company and the Proposed Allottees.

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottees in accordance with the provisions of the Act, after passing of this resolution with a stipulation that the allotment would be made only upon receipt of In-principle approval from the Stock Exchange i.e., BSE Limited within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the Company hereby takes note of the certificate from the Practicing Company Secretary certifying that the above issue of the Equity Shares is being made in accordance with the ICDR Regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Member of the Board or any committee thereof or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of requisite documents with the Registrar of Companies, Depositories and/ or such other authorities as may be necessary and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.”

NOTES FOR MEMBERS’ATTENTION:

1. An explanatory statement as required under Section 102 of the Companies Act, 2013, setting out the material facts and reasons in respect of the business specified above is appended hereto.

2. The Ministry of Corporate Affairs (“MCA”) vide the relevant Circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.

3. The Postal Ballot notice is being sent to all the Shareholders, whose names appears in the Register of Members/List of beneficial owners as received from the National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on Monday, 21[st] February 2025 and copy of said notice is also available on the website of BSE, CDSL and website of the Company viz. www.bseindia.com, www.evotingindia.com and www.gujcotex.com.

4. The Board appointed Mr. Kunjal Dalal, Practicing Company Secretary, M/s. K. Dalal & Co. (FCS-3530, CP3863) as the scrutinizer for conducting the postal ballot and remote e-voting process in accordance with the law and in a fair and transparent manner.

5. In compliance with the provisions of Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), read with circular of SEBI on e-voting facility provided by Listed Entities, dated 11th July 2023 the Company is pleased to provide the remote e-voting facility to all the shareholders. For this purpose, the Company has appointed Central Depository Services Limited (CDSL) for facilitating remote e-voting.

6. The voting period commences at 09:00 A.M on Tuesday, 04th March 2025 and will end at 05:00 P.M. on Thursday, 03[rd] April 2025. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 28[th] February, 2025 may cast their vote electronically. The remote e-voting module shall be disabled for voting thereafter. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

7. The voting rights of the Members shall be in proportion of their shareholding to the total issued and paid-up equity share capital of the Company as on the cut-off date i.e. Friday, 28[th] February, 2025.

8. The Scrutinizer shall submit his report to the Chairman of the Company or such person as authorised upon completion of the scrutiny of votes received through the e-voting platform. The Chairman or any person so authorised by him, shall announce the results of the Postal Ballot within timeline prescribed under the Law.

9. The Special Resolution(s), if approved by the requisite majority, shall be deemed to have been passed on last date of e-voting i.e. Thursday, 03[rd] April 2025 and as if the same had been passed at a General Meeting of the Members convened in that behalf.

10. The result of the Postal Ballot, along with the scrutinizer’s report, will be posted on the Company’s website www.gujcotex.com, on the website of CDSL at www.evotingindia.com and shall be communicated to the stock exchanges where the Company’s shares are listed and will be hosted on the notice board at the Registered Office of the Company.

11. The Board has appointed Ms. Shweta Nareshkumar Temani, Company Secretary as the person responsible for the entire postal ballot process. For any query (ies)/grievance(s) relating to remote e-voting, please contact at Shop No. 5, 1st floor, Shanti Complex, Opp. Patel Petrol Pump, Amli, Silvassa , Dadra & Nagar Haveli, 396230 email jayprabha@hotmail.com or can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

12. All the relevant documents will be available for inspection through electronic mode, request for the same shall be send to jayprabha@hotmail.com

13. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address.(i) Member who have not registered their email address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held

in electronic form, and (ii) Members holding shares in physical mode, who have not registered/updated their e-mail address with the Company, are requested to register/update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.gujcotex.com) duly filled and signed along with requisite supporting documents to RTA viz. Purva Sharegistry (India) Pvt. Ltd, 9, Shiv Shakti Ind. Estt., J. R. Boricha Marg, Lower Parel (East), Mumbai,Maharashtra,400011.

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

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode

Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
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Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:	Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
Type of shareholders Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e- Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following URL:
Shareholders
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home
holding securities in
page of e-Services is launched, click on the “Beneficial Owner” icon under “Login”
demat mode with
which is available under ‘IDeAS’ section. A new screen will open. You will have to enter
NSDL Depository
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.
2) 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
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service provider name and you will
be redirected to e-Voting service provider website for casting your vote during the remote
e-Voting period.
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding securities Successful login, you will be able to see e-Voting option. Once you click on e-Voting
in demat mode) option, you will be redirected to NSDL/CDSL Depository site after successful
login through their authentication, wherein you can see e-Voting feature. Click on company name or e-
Depository Voting service provider name and you will be redirected to e-Voting service provider
Participants (DP) website for casting your vote during the remote e-Voting period.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

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

through Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in orcallat toll freeno.:18001020 990 and180022 4430

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (ii) After entering these details appropriately, click on “SUBMIT” tab.

• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (v) Click on the EVSN for the relevant GUJARAT COTEX LIMITED on which you choose to vote.

• (vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; jayprabha@hotmail.com, if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

1. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

Annexure to the Notice

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

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

Item No. 1 Issuance of Convertible Warrants on A Preferential Basis and Matters Related therewith

The Board of Directors of the Company, in its meeting held on 27th February, 2025, subject to the approval of the members of the Company and such other approvals as may be required, approved the proposal for raising funds by way of issuance and allotment of up to 1,37,56,000 (One Crore Thirty-Seven Lacs Fifty-Six Thousand) Convertible Warrants (“Warrants”), at a price of Rs.16/- (Rupees Sixteen Only) per Warrant, each convertible into, or exchangeable for, One (01) fully paid-up equity share of the Company having face value of Rs. 5/- (Rupees Five Only) each (“The Equity Shares”) including premium of Rs.11/- aggregating up to Rs.22,00,96,000/- (Rupees Twenty-Two Crores Ninety-Six Thousand Only) to persons of the Promote and Non-Promoter Category (“Proposed Allottee(s)”), on a preferential basis since raising funds through Preferential Issue is considered to be most cost & time effective way for raising additional capital.

Since the Company is a listed Company, the proposed Preferential Issue is in terms of the provisions of the SEBI ICDR Regulations, 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.

The details of the issue and other particulars as required in terms of Regulation 163 of the SEBI (ICDR) Regulations, 2018 and other applicable statues in relation to the proposed Special Resolution are given hereunder:

a) Objects of the preferential issue:

The funds are required by the Company for the following objects:

1. To Undertake Project for Constructions of Hotel including restaurant

2. To Purchase a Land

3. To meet the working capital requirements

4. General corporate purpose.

The quantum of funds required on different dates may vary therefore, the Broad Range of intended use of the Issue Proceeds of the Issue is as under:

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Sr. Particulars Total estimated Amount Tentative timelines for
No. to be utilized utilization of issue
(Rs.in Lakhs) utilization of issue receipt
of funds within
1 To Undertake and Develop of Project for 1,000.00/- Upto 2 Years from the
Constructions of Hotel including restaurant Date of receipts of Fund
2 To Purchase a Land 5,00.00/- Upto 1 Year from the
Date of receipts of Fund
3 To meet the working capital requirements 5,00.00/- Upto 1 Year from the
Date of receipts of Fund
4 General corporate purpose 2,00.96/- Upto 6 Months from the
Date of receipts of Fund
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The Main Object Clause of Memorandum of Association of the Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Our Company proposes to deploy the balance proceeds of the Preferential Issue, aggregating to 200.96 Lakhs, towards general corporate purposes as approved by our management from time to time, subject to such utilisation not exceeding 25% of the proceeds of the Preferential Issue, in compliance with applicable laws.

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap shall not exceed +/-10% of the amount specified for that object of size of the Preferential Issue depending upon future circumstances since the same is dependent on a variety of factors such as financial, market and sectorial conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilisation of the net proceeds at the discretion of the Board, subject to compliance with applicable laws, in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated Decembers 13, 2022. Further, if the proceeds are not utilised (in full or in part) for the Objects during the period stated above table, the remaining proceeds, if any shall be utilised in subsequent periods of 12 months in accordance with the objectives of the issue and applicable laws. Till the committed funds are utilised towards the stated objects above, they will be used by the Company for its working capital requirements.

• b) Maximum number of specified securities to be issued: The Board of Directors in its meeting held on 27[th] February, 2025 had approved the issue of Convertible Warrant and accordingly proposes to issue and allot in aggregate up to 1,37,56,000 (One Crore Thirty-Seven Lacs Fifty-Six Thousand) Convertible Warrants (“Warrants”), at a price Rs.16/- (Rupees Sixteen Only) per Warrant, each convertible into, or exchangeable for, one fully paid-up equity share of the Company having face value of Rs. 5/- (Rupees Five Only) each to Promotors and Non-Promoter Investors on a preferential basis.

• c) Amount which the company intends to raise by way of such securities : Rs. 22,00,96,000/- (Rupees Twenty-Two Crores Ninety-Six Thousand Only)

• d) Pricing of preferential issue:

The equity shares of the Company are listed on the BSE Limited (BSE) where the shares of the Company are frequently traded in accordance with SEBI (ICDR) Regulations, 2018 read with Regulations 2(j) of SEBI (SAST) Regulations 2011.

Note: The Total Number of Equity Shares traded during the 12 Calendar Months before the month of approval of preferential issue i.e. February 2024 to January 2025 is 22,710,980 no of equity shares on BSE Limited which is more than the 10% Percentage of total shares capital of the company.

The price of the warrant has been determined based on Regulation 164 of SEBI (ICDR) Regulations 2018 read with Regulation 166A of SEBI (ICDR) Regulations 2018, as there is an allotment of more than five percent of the post issue fully diluted share capital of the issuer to proposed allottees. The Valuation made by independent Valuer Mr. Hardik Vikrambhai Patel, IBBI Registration no. IBBI/RV/06/2020/12778. The copy of the Valuation report shall be available for inspection by the members on all working days between Monday to Friday of every week, upto the last date of e-voting and the same may be accessed on the Company’s website at the www.gujcotex.com.

• e) Intent of the promoters, directors or key managerial personnel of the issuer to subscribe to the offer: Except as following, none of the promoters, directors or key management personnel of the issuer intent to subscribe to the offer.

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Sr. Name of the Proposed Maximum no. of Equity Category
No. Allottees Shares proposed to be allotted
1 Shri Shaileshkumar Jayantkumar Parekh 275,000 Promoter
2 Mrs Sarlaben Shaileshbhai Parekh 500,000 Promoter
3 Mrs Priyavanda Sudhir Parekh 167,727 Promoter
4 Sonal Dharmesh Sheth 475,000 Promoter
5 Ketan Sudhir Parekh 475,000 Promoter
6 Mr. Chetan shailesh parekh 475,000 Promoter
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Except aforesaid, none of the Directors or Key Managerial Personnel of the Company intend to subscribe to any of the securities proposed to be issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in furtherance of the objects specified herein above.

f) Shareholding pattern of the issuer before and after the preferential issue:

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Sr. Category No. of Percentage No. of Percentage
No. Shares (%) Shares (%)
Pre-Holding Post-Holding
(A) Promoter and Promoter Group
1. Indian
Individuals/Hindu Undivided Family 1632273 11.46 4000000 14.29
Bodies Corporate - - - -
Sub Total(A)(1) - - - -
2. Foreign - - - -
Total Shareholding of Promoter and 1632273 11.46 4000000 14.29
Promoter Group(A)=(A)(1)+(A)(2)
(B)
1 Institutions
Mutual Funds - - -
Financial Institutions/Banks - - - -
Provident Funds/ Pension Funds - - - -
Any other (Specify)
Sub Total (B) (1)
2 Non-Institutions
i)Individuals 11838083 83.11 22641356 80.86
ii)Clearing Member 11800 0.08 11800 0.04
iii) Bodies Corporate 343515 2.41 343515 1.23
Non-Resident Indians 85376 0.60 85376 0.30
HUF 166331 1.17 751331 2.68
LLP 51000 0.36 51000 0.18
Trusts 0 0 0 0
Unclaimed or Escrow account 115622 0.81 115622 0.41
Sub Total (B) (2) 12611727 88.54 24000000 85.71
Total Public Shareholding 12611727 88.54 24000000 85.71
(B)=(B)(1) + (B)(2)
Total(A)+(B) 14244000 100 28000000 100
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• g) Time frame within which the preferential issue shall be completed: In accordance with Regulation 170 of the ICDR Regulations, the allotment of the Warrants shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s) or permission(s).

• h) 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 APPLICANT	CURRENT STATUS	NAME OF ULTIMATE BENEFICIAL OWNERS	POST SHAREHOLDING	% OF POST SHAREHOLDING
1	Shri Shaileshkumar Jayantkumar Parekh	Promoter	Shri Shaileshkumar Jayantkumar Parekh	3,00,000	1.01%

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2 Mrs Sarlaben Promoter Mrs Sarlaben 5,00,000 1.68%
Shaileshbhai Shaileshbhai
Parekh Parekh
3 Mrs Promoter Mrs 17,00,000 5.71%
Priyavanda Priyavanda
Sudhir Parekh Sudhir Parekh
4 Sonal Promoter Sonal 5,00,000 1.68%
Dharmesh Dharmesh
Sheth Sheth
5 Ketan Sudhir Promoter Ketan Sudhir 5,00,000 1.68%
Parekh Parekh
6 Mr. Chetan Promoter Mr. Chetan 5,00,000 1.68%
Shailesh Shailesh
Parekh Parekh
7 Riya H Public Riya H Goklani 1,00,100 0.34%
Goklani
8 Pipaliya Public Pipaliya 1,00,000 0.34%
Jayshreeben Jayshreeben
Kishorbhai Kishorbhai
9 Mr. Mudit Public Mr. Mudit 2,00,000 0.67%
Mittal Mittal
10 Meena Public Meena 4,00,000 1.34%
Vinitbhai Vinitbhai
Zaveri Zaveri
11 Bhupendra Public Bhupendra 1,00,000 0.34%
Ravikant Ravikant
Batlawala Batlawala
12 Mr Denish Public Mr Denish 5,00,000 1.68%
Dhanraj Shah Dhanraj Shah
13 Mrs Binita Public Mrs Binita 3,50,000 1.18%
Shah Shah
14 Tulika Public Tulika Agarwal 1,00,000 0.34%
Agarwal
15 Rajiv Public Rajiv 5,00,000 1.68%
Sureshbhai Sureshbhai
Sheth Sheth
16 Mr. Public Mr. 5,01,809 1.69%
Sarjukumar Sarjukumar
Gunvanbhai Gunvanbhai
Patel Patel
17 Diana Stanley Public Diana Stanley 5,00,103 1.68%
Martin Martin
18 Mr Sharad Public Mr Sharad 2,00,000 0.67%
Navinchandra Navinchandra
Pal Pal
19 Mrs Sonal Public Mrs Sonal 2,00,000 0.67%
Sharad Pal Sharad Pal
20 Smt Aarti Public Smt Aarti 2,38,273 0.80%
Manish Malke Manish Malke
21 Mayur Public Mayur 2,00,015 0.67%
Balvantrai Balvantrai
Gandhi Gandhi
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22 Trinjal Mayur Public Trinjal Mayur 2,00,010 0.67%
Gandhi Gandhi
23 Mr. Shailesh Public Mr. Shailesh 1,00,015 0.34%
Harshad Harshad
Maniar Maniar
24 Sarita Public Sarita 1,00,015 0.34%
Hariprakash Hariprakash
Kanodia Kanodia
25 Shah Keval C Public Shah Keval C 2,00,015 0.67%
26 Sanjeev Prem Public Sanjeev Prem 1,00,015 0.34%
Kumar Saggi Kumar Saggi
27 Arpit Samir Public Arpit Samir 20,000 0.07%
Shah Shah
28 Chiragbhai Public Chiragbhai 1,00,000 0.34%
Jinabhai Jinabhai
Anghan Anghan
29 Mr. Mukesh Public Mr. Mukesh 1,50,000 0.50%
Pranlal Doshi Pranlal Doshi
(HUF)
30 Mr Siddharth Public Mr Siddharth 1,50,000 0.50%
Mukeshbhai Mukeshbhai
Doshi (HUF) Doshi
31 Mr Dhyeya Public Mr Dhyeya 1,50,100 0.50%
Mukeshbhai Mukeshbhai
Doshi (HUF) Doshi
32 Mr. Siddharth Public Mr. Siddharth 1,50,500 0.51%
Mukeshbhai Mukeshbhai
Doshi Doshi
33 Mrs. Kausha S Public Mrs. Kausha S 1,50,000 0.50%
Doshi Doshi
34 Ms Daivya S Public Ms Daivya S 1,50,000 0.50%
Doshi Doshi
35 Mr Maurya Public Mr Maurya 1,50,000 0.50%
Siddharth Siddharth
Doshi Doshi
36 Mrs Urvi Public Mrs Urvi 1,50,000 0.50%
Dhyeyabhai Dhyeyabhai
Doshi Doshi
37 Ms Manya D Public Ms Manya D 1,50,000 0.50%
Doshi Doshi
38 Shah Public Shah 1,00,000 0.34%
Chandrikaben Chandrikaben
Prafulbhai Prafulbhai
39 Mr. Public Mr. 1,00,000 0.34%
Ashokkumar Ashokkumar
Balubhai Balubhai Desai
Desai
40 Mrs. Daxaben Public Mrs. Daxaben 1,00,000 0.34%
Ashokbhai Ashokbhai
Desai Desai
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41 Mrs Sapna Public Mrs Sapna 1,00,012 0.34%
Madhav Desai Madhav Desai
42 Mr. Jemin Public Mr. Jemin 1,00,017 0.34%
Shailesh Shailesh
Maniar Maniar
43 Mrs. Pragna Public Mrs. Pragna 1,00,000 0.34%
Shailesh Shailesh
Maniar Maniar
44 Mrs Monaben Public Mrs Monaben 35,000 0.12%
Vipulbhai Vipulbhai
Langaliya Langaliya
45 Shantilal Public Shantilal 3,00,000 1.01%
Popatlal Gada Popatlal Gada
46 Jyotiben Public Jyotiben 25,000 0.08%
Jitenbhai Jitenbhai
Jogadia Jogadia
47 Shah Public Shah 10,000 0.03%
Bharatbhai Bharatbhai
Himmatlal Himmatlal
(HUF) (HUF)
48 Mrs. Nitaben Public Mrs. Nitaben 10,000 0.03%
Bharatbhai Bharatbhai
Shah Shah
49 Mrs. Rekhaben Public Mrs. Rekhaben 10,000 0.03%
Himatbhai Himatbhai
Shah Shah
50 Mrs. Hansaben Public Mrs. Hansaben 10,000 0.03%
Sureshbhai Sureshbhai
Baraiya Baraiya
51 Mrs. Rituben Public Mrs. Rituben 10,000 0.03%
Sureshbhai Sureshbhai
Baraiya Baraiya
52 Pritiben Public Pritiben 50,000 0.17%
Jayedrbhai Jayedrbhai
Ghandhi Ghandhi
53 Madhuben Public Madhuben 1,00,000 0.34%
Kiritkumar Kiritkumar
Ghandhi Ghandhi
54 Doshi Riddhi Public Doshi Riddhi 50,000 0.17%
Amitkumar Amitkumar
55 Ramilaben V Public Ramilaben V 25,000 0.08%
Vejani Vejani
56 Suraj Umesh Public Suraj Umesh 1,80,000 0.60%
Mallya Mallya
57 Prakash Public Prakash 5,00,000 1.68%
Shankar Shankar
Adnani Adnani
58 Laxmanbhai Public Laxmanbhai 25,000 0.08%
Rajabhai Rajabhai
Kikani Kikani
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59 Dinesh Public Dinesh 50,000 0.17%
Panchabhai Panchabhai
Senta Senta
60 Mayaben Public Mayaben 25,000 0.08%
Madhavbhai Madhavbhai
Pateliya Pateliya
61 Jitubhai Public Jitubhai 25,000 0.08%
Merabhai Merabhai
Pateliya Pateliya
62 Pinakinbhai I Public Pinakinbhai I 25,000 0.08%
Vora Vora
63 Nikhil I Vora Public Nikhil I Vora 25,000 0.08%
64 Mina Indubhai Public Mina Indubhai 25,000 0.08%
Vora Vora
65 Ronak Public Ronak 25,000 0.08%
Vijaybhai Vijaybhai Shah
Shah HUF
66 Vikas Ghisulal Public Vikas Ghisulal 1,00,000 0.34%
Darji Darji
67 Gangadhar Public Gangadhar 1,00,000 0.34%
Shivgonda Shivgonda
Navnale Navnale
68 Sonalben Public Sonalben 25,000 0.08%
Sunilbhai Sunilbhai
Budheliya Budheliya
69 Pahal Kaushik Public Pahal Kaushik 25,000 0.08%
Gohel Gohel
70 Hiren Public Hiren 25,000 0.08%
Kishorbhai Kishorbhai
Parekh Parekh
71 Gohel Vrusha Public Gohel Vrusha 25,000 0.08%
Kaushik Kaushik
72 Pankaj Public Pankaj Kantilal 50,000 0.17%
Kantilal Parmar
Parmar
73 Yasha Nirav Public Yasha Nirav 25,000 0.08%
Vora Vora
74 Shweta Public Shweta 50,000 0.17%
Paragbhai Paragbhai
Thakkar Thakkar
75 Keyur Public Keyur 25,000 0.08%
Sureshkumar Sureshkumar
Parmar Parmar
76 Kinjalben Public Kinjalben 25,000 0.08%
Ravibhai Ravibhai
Vithlani Vithlani
77 Nandaben Public Nandaben 50,000 0.17%
Prakashbhai Prakashbhai
Sheth Sheth
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78 Ramchand Public Ramchand 35,000 0.12%
Ghnshamdas Ghnshamdas
Madhrani Madhrani
79 Anilkumar Public Anilkumar 50,000 0.17%
Gohil Gohil
80 Hitesh Public Hitesh 1,00,000 0.34%
Pravinchandra Pravinchandra
Shah HUF Shah
81 Shukla Jinny Public Shukla Jinny 1,00,000 0.34%
Darshanbhai Darshanbhai
82 Kiran A Raval Public Kiran A Raval 25,000 0.08%
83 Pratik Tanna Public Pratik Tanna 25,000 0.08%
84 Roshniben Public Roshniben 25,000 0.08%
Niravbhai Niravbhai
Rajani Rajani
85 Bharatbhai Public Bharatbhai 25,000 0.08%
Jinabhai Jinabhai
Kambad Kambad
86 Pinal Public Pinal 1,00,000 0.34%
Kishorbhai Kishorbhai
Thakkar Thakkar
87 Harshil Public Harshil 50,000 0.17%
Dipakbhai Dipakbhai
Vora Vora
88 Parth Public Parth 50,000 0.17%
Niranjanbhai Niranjanbhai
Shah Shah
89 Jenil Public Jenil 50,000 0.17%
Alpeshbhai Alpeshbhai
Shah Shah
90 Mr. Ruchit Public Mr. Ruchit 25,000 0.08%
Andhariya Andhariya
91 Ms. Sakshi Public Ms. Sakshi 25,000 0.08%
Kaushikkumar Kaushikkumar
Modi Modi
92 Mrs. Hansa Public Mrs. Hansa 25,000 0.08%
Ghodasara Ghodasara
93 Khambhayata Public Khambhayata 25,000 0.08%
Bilvisha Bilvisha
Jigneshbhai Jigneshbhai
94 Siddhrajsinh Public Siddhrajsinh 40,000 0.13%
Ashoksinh Ashoksinh
Gohil Gohil
95 Shah Vaibhav Public Shah Vaibhav 25,000 0.08%
Mahendrabhai Mahendrabhai
96 Kartik C Public Kartik C 25,000 0.08%
Dholakiya Dholakiya
97 Heenaben H Public Heenaben H 25,000 0.08%
Thanay Thanay
98 Jadeja Public Jadeja 25,000 0.08%
Jayshriba Jayshriba
Rushirajsinh Rushirajsinh
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99 Desai Foram Public Desai Foram 25,000 0.08%
Dhruven Dhruven
100 Vipul J Shah Public Vipul J Shah 25,000 0.08%
101 Pushpaben Public Pushpaben 1,00,000 0.34%
Dilipbhai Dilipbhai
Kachiya Kachiya
102 Dipaben Public Dipaben 75,000 0.25%
Kishorbhai Kishorbhai
Mendapara Mendapara
103 Kantaben Public Kantaben 75,000 0.25%
Karshanbhai Karshanbhai
Kachiya Kachiya
104 Bhaveshbhai Public Bhaveshbhai 75,000 0.25%
Gopalbhai Gopalbhai
Ramani Ramani
105 Kiran A Raval Public Kiran A Raval 1,00,000 0.34%
106 Madhviben Public Madhviben 1,00,000 0.34%
Jagdishbhai Jagdishbhai
Bhanderi Bhanderi
107 Ravi Public Ravi 75,000 0.25%
Mansukhbhai Mansukhbhai
Khunt Khunt
108 Nilesh Public Nilesh 50,000 0.17%
Mansukhlal Mansukhlal
Shah Shah
109 Tusharkant Public Tusharkant 50,000 0.17%
Manshukhlal Manshukhlal
Shah Shah
110 Mr Mehta Public Mr Mehta 35,000 0.12%
Chimanlal Chimanlal
Jagjivandas Jagjivandas
111 Mrs Khushbu Public Mrs Khushbu 35,000 0.12%
Naitik Shah Naitik Shah
112 Mrs Mehta Public Mrs Mehta 35,000 0.12%
Darshita Darshita
Divyesh Divyesh
113 Mrs Kinjalben Public Mrs Kinjalben 35,000 0.12%
V Shah V Shah
114 Gauravbhai Public Gauravbhai 1,00,000 0.34%
Shah Shah
115 Nileshbhai Public Nileshbhai 2,00,000 0.67%
Jaysuhkhlal Jaysuhkhlal
Shah Shah
116 Mr Mustak Public Mr Mustak 2,00,000 0.67%
Ahemad R Ahemad R
Saiyad Saiyad
117 Renuka Public Renuka 1,00,000 0.34%
Arvindkumar Arvindkumar
Deora Deora
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• i) Undertaking as to re-computation of price and lock-in of specified securities: The Company shall recompute the price of the Equity Shares, in terms of the provision of Regulation 164 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 Equity Shares shall continue to be locked- in till the time such amount is paid by the Equity Share Holder.

• j) Change in control, if any, in the Company that would occur consequent to the preferential offer: There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Warrants and including the conversion thereof into Equity Shares of the Company.

• k) No. 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 : During the period from 1st April, 2024 till date of notice, the Company has not made any preferential allotments.

• l) Valuation for consideration other than cash: Not applicable.

• m) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not applicable.

• n) Lock-in period: The Warrants and the Equity Shares being allotted pursuant to exercise of such Convertible Warrants shall be subject to a lock-in for such period as specified under applicable provisions of SEBI (ICDR) Regulations, 2018.

• o) Listing: The Company will make an application to the Stock Exchange at which the existing shares are already listed, for listing of the equity shares being issued on conversion of such Warrants. Such Equity Shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend.

• p) Practicing Company Secretary’s Certificate: The Company has obtained the Certificate from Mr. Kunjal Dalal (M. No 3530, CP No. 3863), Practicing Company Secretary, certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations 2018. The same shall available and will be kept open for inspection on all working days between Monday to Friday of every week, upto the voting period of Postal Ballot Notice and the same may be accessed on the Company’s website at the link: www.gujcotex.com

• q) Other Disclosures / Undertakings:

• I. None of the Company, its directors or Promoters are categorized as wilful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.

• II. None of its Directors or Promoters is fugitive economic offenders as defined under the SEBI ICDR Regulations.

• III. As the equity shares have been listed on a recognized Stock Exchange for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation163(1)(h) is not applicable.

• IV. None of the allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

• r) The current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter:

SR. NO.	NAME OF APPLICANT	PAN NO.	CURRENT STATUS	POST STATUS
1	Shri Shaileshkumar Jayantkumar Parekh	AERPP2055D	Promoter	Promoter

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2 Mrs Sarlaben Shaileshbhai Parekh AEPPP2866Q Promoter Promoter
3 Mrs Priyavanda Sudhir Parekh AEBPP4567N Promoter Promoter
4 Sonal Dharmesh Sheth AFUPP6652C Promoter Promoter
5 Ketan Sudhir Parekh AFSPP8274L Promoter Promoter
6 Mr. Chetan Shailesh Parekh AFSPP8275M Promoter Promoter
7 Riya H Goklani ARLPG0665P Public Public
8 Pipaliya Jayshreeben Kishorbhai FUBPP2213N Public Public
9 Mr. Mudit Mittal FOVPM2239M Public Public
10 Meena Vinitbhai Zaveri AAAPZ6933H Public Public
11 Bhupendra Ravikant Batlawala AAMPB8714G Public Public
12 Mr Denish Dhanraj Shah ADAPS6035L Public Public
13 Mrs Binita Shah ABLPC6404A Public Public
14 Tulika Agarwal AQRPA6400H Public Public
15 Rajiv Sureshbhai Sheth AIIPS7252G Public Public
16 Mr. Sarjukumar Gunvanbhai Patel AQOPP8550G Public Public
17 Diana Stanley Martin AVKPM1821A Public Public
18 Mr Sharad Navinchandra Pal AAFPP1179A Public Public
19 Mrs Sonal Sharad Pal AIZPP7175N Public Public
20 Smt Aarti Manish Malke AICPM0145L Public Public
21 Mayur Balvantrai Gandhi AFDPG6722M Public Public
22 Trinjal Mayur Gandhi AWZPG1823E Public Public
23 Mr. Shailesh Harshad Maniar AACPM8355N Public Public
24 Sarita Hariprakash Kanodia ABGPK4488H Public Public
25 Shah Keval C BIMPS7991H Public Public
26 Sanjeev Prem Kumar Saggi ACKPS0134P Public Public
27 Arpit Samir Shah BWVPS4844L Public Public
28 Chiragbhai Jinabhai Anghan BQEPA2930A Public Public
29 Mr. Mukesh Pranlal Doshi (Huf) AADHD0961N Public Public
30 Mr Siddharth Mukeshbhai Doshi AAFHD7585J Public Public
(Huf)
31 Mr Dhyeya Mukeshbhai Doshi (Huf) AAIHD2586C Public Public
32 Mr. Siddharth Mukeshbhai Doshi AEXPD8592H Public Public
33 Mrs. Kausha S Doshi AIIPD6086D Public Public
34 Ms Daivya S Doshi BXGPD7895C Public Public
35 Mr Maurya Siddharth Doshi ANGPD8560R Public Public
36 Mrs Urvi Dhyeyabhai Doshi ASXPD2027M Public Public
37 Ms Manya D Doshi BXGPD7899Q Public Public
38 Shah Chandrikaben Prafulbhai ADYPS9258H Public Public
39 Mr. Ashokkumar Balubhai Desai ABLPD1353M Public Public
40 Mrs. Daxaben Ashokbhai Desai ABWPD2048N Public Public
41 Mrs Sapna Madhav Desai BCMPD2518R Public Public
42 Mr. Jemin Shailesh Maniar BAFPM3723E Public Public
43 Mrs. Pragna Shailesh Maniar AACPM8354P Public Public
44 Mrs Monaben Vipulbhai Langaliya ATDPL4982C Public Public
45 Shantilal Popatlal Gada AACPG6993Q Public Public
46 Jyotiben Jitenbhai Jogadia ACFPJ1427M Public Public
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47 Shah Bharatbhai Himmatlal (Huf) ABMHS5645C Public Public
48 Mrs. Nitaben Bharatbhai Shah NRZPS9327B Public Public
49 Mrs. Rekhaben Himatbhai Shah HHCPS9563N Public Public
50 Mrs. Hansaben Sureshbhai Baraiya GQWPB8263G Public Public
51 Mrs. Rituben Sureshbhai Baraiya GQWPB7994A Public Public
52 Pritiben Jayedrbhai Ghandhi AMCPG9613M Public Public
53 Madhuben Kiritkumar Ghandhi AGVPG4207E Public Public
54 Doshi Riddhi Amitkumar CEPPP3140B Public Public
55 Ramilaben V Vejani AELPV8656C Public Public
56 Suraj Umesh Mallya AFFPM0678G Public Public
57 Prakash Shankar Adnani AFLPA4651D Public Public
58 Laxmanbhai Rajabhai Kikani AGTPK1267E Public Public
59 Dinesh Panchabhai Senta DOVPS2576P Public Public
60 Mayaben Madhavbhai Pateliya DXZPP8311L Public Public
61 Jitubhai Merabhai Pateliya CXSPP6540B Public Public
62 Pinakinbhai I Vora AFDPV2112G Public Public
63 Nikhil I Vora AFPPV2553P Public Public
64 Mina Indubhai Vora ABGPV3505N Public Public
65 Ronak Vijaybhai Shah Huf AAZHR3160D Public Public
66 Vikas Ghisulal Darji ALGPD3176M Public Public
67 Gangadhar Shivgonda Navnale ACOPN2752Q Public Public
68 Sonalben Sunilbhai Budheliya BZJPB2729J Public Public
69 Pahal Kaushik Gohel EPBPG7493P Public Public
70 Hiren Kishorbhai Parekh AHLPP5209N Public Public
7 Gohel Vrusha Kaushik EASPG4573A Public Public
72 Pankaj Kantilal Parmar AQLPP3380R Public Public
73 Yasha Nirav Vora BNEPS6332R Public Public
74 Shweta Paragbhai Thakkar BTTPT1466N Public Public
75 Keyur Sureshkumar Parmar BDEPP1396L Public Public
76 Kinjalben Ravibhai Vithlani AXCPV8184F Public Public
77 Nandaben Prakashbhai Sheth AQLPS4888B Public Public
78 Ramchand Ghnshamdas Madhrani HXWPM9035B Public Public
79 Anilkumar Gohil ACCPG0268J Public Public
80 Hitesh Pravinchandra Shah Huf AACHH7121K Public Public
81 Shukla Jinny Darshanbhai ATHPS9622C Public Public
82 Kiran A Raval BTGPR1554J Public Public
83 Pratik Tanna AOIPT4947H Public Public
84 Roshniben Niravbhai Rajani DQZPR8797B Public Public
85 Bharatbhai Jinabhai Kambad CATPK0629N Public Public
86 Pinal Kishorbhai Thakkar ABWPT5427B Public Public
87 Harshil Dipakbhai Vora AFLPV0748Q Public Public
88 Parth Niranjanbhai Shah BFDPS8652B Public Public
89 Jenil Alpeshbhai Shah KISPS6799Q Public Public
90 Mr. Ruchit Andhariya BZJPA4984N Public Public
91 Ms. Sakshi Kaushikkumar Modi CSRPM6364E Public Public
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92 Mrs. Hansa Ghodasara APRPP4230K Public Public
93 Khambhayata Bilvisha Jigneshbhai MYIPK1890E Public Public
94 Siddhrajsinh Ashoksinh Gohil BUWPG6490H Public Public
95 Shah Vaibhav Mahendrabhai MGSPS0687R Public Public
96 Kartik C Dholakiya AVAPD3672Q Public Public
97 Heenaben H Thanay AICPT6867C Public Public
98 Jadeja Jayshriba Rushirajsinh BCCPJ0618Q Public Public
99 Desai Foram Dhruven FMWPD3645F Public Public
100 Vipul J Shah CDLPS1539L Public Public
101 Pushpaben Dilipbhai Kachiya ASNPK9174A Public Public
102 Dipaben Kishorbhai Mendapara DTCPM5483F Public Public
103 Kantaben Karshanbhai Kachiya PRKPK8864G Public Public
104 Bhaveshbhai Gopalbhai Ramani ASTPR3681F Public Public
105 Kiran A Raval BTGPR1554J Public Public
106 Madhviben Jagdishbhai Bhanderi BIJPB0733K Public Public
107 Ravi Mansukhbhai Khunt EIVPK3809Q Public Public
108 Nilesh Mansukhlal Shah AFGPS1314C Public Public
109 Tusharkant Manshukhlal Shah AFGPS1316A Public Public
110 Mr Mehta Chimanlal Jagjivandas AKKPM1940R Public Public
111 Mrs Khushbu Naitik Shah CQBPS5636M Public Public
112 Mrs Mehta Darshita Divyesh DJNPS1515P Public Public
113 Mrs Kinjalben V Shah EAAPS7331Q Public Public
114 Gauravbhai Shah AWDPS9028D Public Public
115 Nileshbhai Jaysuhkhlal Shah AGBPS8708G Public Public
116 Mr Mustak Ahemad R Saiyad BIXPS3882A Public Public
117 Renuka Arvindkumar Deora AFNPD8033N Public Public
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The approval of the Members by way of Special Resolution is required in terms of the applicable provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations, 2018 and accordingly the approval of the Members of the Company is being sought.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in Item No.1 in the accompanying notice for your approval. Except Mr. Shaileshkumar Jayantkumar Parekh, Mrs. Chetankumar Shaileshkumar Parekh and Mrs Priyavanda Sudhir Parekh, none of the Directors or Key Managerial Personnel(s) of the Company or their relatives, are concerned or interested 'financially or otherwise in the resolution except to the extent of their shareholding in the Company, if any.

Item No. 2: To Offer, Issue and Allot Equity Shares (Other Than Cash) On A Preferential Basis

The Members are hereby informed that the Board in its meeting held on 27[th] February, 2025, has decided to repay outstanding due of creditor namely M/s. Octagon Infratech Limited Amount Rs.2,84,40,950/- and settle accounts by issuing 17,77,000 Equity Shares at Rs.16/- Per Shares.

The Company has proposed to allot its equity shares to the Creditor of the Company being the payment towards the Outstanding dues. For that, it is proposed to issue and allot equity shares of the Company on a preferential basis for consideration other than cash. Accordingly, the Board pursuant to its resolution dated 27[th] February, 2025, has approved the issue of up to 17,77,000 (Seventeen Lacs Seventy-Seven Thousand) fully Paid-up Equity Shares of the Company having a Face Value of Rs. 5/- (Rupees Five Only) each at a price of Rs. 16/- (Rupees Sixteen Only) per Equity Share (including a premium of Rs. 11/- (Rupees Eleven Only) per share (‘Preferential Allotment Price’) to the Proposed Allottees for a consideration other than cash. Pursuant to the above transaction, there would

be no change in the management or control or would not result in the transfer of ownership of the Company to the Proposed Allottees. Necessary information/details in relation to the Preferential Issue as required under the SEBI ICDR Regulations and the Companies Act, 2013 (“Act”) read with the rules issued there-under, are set forth below:

1. Particulars of the offer including the date of passing of the Board resolution:

The Board, pursuant to its resolution dated 27[th] February, 2025, has approved the proposed preferential issue of up to 17,77,000 (Seventeen Lacs Seventy-Seven Thousand) Equity Shares at a price of Rs. 16/- (Rupees Sixteen Only) per Equity Share (including a premium of Rs. 11/- (Rupees Eleven Only) per share, for consideration other than cash, which is not less than the floor price prescribed under Chapter V of the SEBI ICDR Regulations, on a preferential basis.

1. Objects of the preferential issue:

The Company has decided to discharge all outstanding dues to the Proposed Allottees (“the Creditors”) for consideration other than cash-settled by allotment of Equity Shares of the Company as mentioned in resolution at Item No. 2 in this notice and explanatory statement, subject to SEBI ICDR Regulations and requisite approvals from stock exchanges and any other regulatory approvals, as may be applicable.

1. Kinds of securities offered and the price at which the security is being offered and the total number of shares or other securities to be issued

The Company has agreed to issue up 17,77,000 (Seventeen Lacs Seventy-Seven Thousand) Equity Shares at a price of Rs. 16/- (Rupees Sixteen Only) per Equity Share (including a premium of Rs. 11/- (Rupees Eleven Only) per share, for consideration other than cash, which is not less than the floor price prescribed under Chapter V of the SEBI ICDR Regulations.

1. The basis on which the price has been arrived at and Justification of Price (including premium, if any):

The Company is listed on BSE Limited and the Equity Shares of the Company are frequently traded in accordance with Regulation 164 of the ICDR Regulations. For the purpose of computation of the price per Equity Share, the BSE Limited, the stock exchange which has the highest trading volume in respect of the Equity Shares of the Company, during the preceding 90 Trading days prior to the relevant date has been considered. The Floor Price of Rs. 16/- (Rupees Sixteen Only) is determined as per the pricing formula prescribed under SEBI ICDR Regulations for the Preferential Issue of Equity Shares and is higher than the following:

• a) 90 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the BSE Limited (‘BSE’) preceding the Relevant Date: i.e. Rs.15.62/- per Equity Shares;

• b) 10 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the BSE Limited (‘BSE’) preceding the Relevant Date: i.e. Rs.14.38/- per Equity Shares.

• The price or price band at/within which the allotment is proposed

The price per Equity Share to be issued is fixed at Rs.16/- which consists of Rs. 5/- as Face Value and Rs. 11/as premium per Equity Share. Kindly refer to the abovementioned point no. 4 for the basis of the determination of the price.

1. Relevant Date with reference to which the price has been arrived at:

The “Relevant Date” as per Chapter V of the SEBI ICDR Regulations for the determination of the floor price for Equity Shares to be issued is Tuesday, 04[th] March, 2025, being the date 30 days prior to the date of General Meeting.

1. The pre-issue and post-issue shareholding pattern of the Company:

The pre-issue shareholding pattern of the Company as on February 21, 2025, and the post-issue shareholding pattern (considering full allotment of shares issued on a preferential basis) are mentioned hereinbelow:

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Sr. Category No. of Percentage No. of Percentage
No. Shares (%) Shares (%)
Pre-Holding Post-Holding
(A) Promoter and Promoter Group
1. Indian
Individuals/Hindu Undivided Family 1632273 11.46 4000000 13.43
Bodies Corporate - - 1777000 5.97
Sub Total(A)(1) - - - -
2. Foreign - - - -
Total Shareholding of Promoter and 1632273 11.46 4000000 19.40
Promoter Group(A)=(A)(1)+(A)(2)
(B)
1 Institutions
Mutual Funds - - -
Financial Institutions/Banks - - - -
Provident Funds/ Pension Funds - - - -
Any other (Specify)
Sub Total (B) (1)
2 Non-Institutions
i)Individuals 11838083 83.11 22641356 76.04
ii)Clearing Member 11800 0.08 11800 0.04
iii) Bodies Corporate 343515 2.41 343515 1.15
Non-Resident Indians 85376 0.60 85376 0.29
HUF 166331 1.17 751331 2.52
LLP 51000 0.36 51000 0.17
Trusts 0 0 0 0.00
Unclaimed or Escrow account 115622 0.81 115622 0.39
Sub Total (B) (2) 12611727 88.54 24000000 80.60
Total Public Shareholding 12611727 88.54 24000000 80.60
(B)=(B)(1) + (B)(2)
Total(A)+(B) 14244000 100 29777000 100
----- End of picture text -----*

1. Name and address of valuer who performed valuation

The Valuation made by independent Valuer Mr. Hardik Vikrambhai Patel, IBBI Registration no. IBBI/RV/06/2020/12778. The copy of the Valuation report shall be available for inspection by the members on all working days between Monday to Friday of every week, upto the last date of e-voting and the same may be accessed on the Company’s website at the www.gujcotex.com

1. The amount which the Company intends to raise by way of such securities

The shares are being allotted for a consideration other than cash as part of the consideration payable for the settlement of Outstanding dues as mentioned above.

1. Material terms of raising such securities, proposed time schedule, principal terms of assets charged as securities, issue including terms and rate of dividend on each share, etc

The Equity Shares are being issued on a preferential basis for a consideration other than cash at an issue price of Rs.16/- per share at a premium of Rs.11/- per share in accordance with Regulation 164 of SEBI ICDR Regulations to the Proposed Allottees, towards Outstanding dues payable by the Company. The Equity Shares being issued shall be pari-passu with the existing Equity Shares of the Company.

1. The class or classes of persons to whom the allotment is proposed to be made

The aforementioned allotment, if approved, is proposed to be made to non-promoter. However, after allotment of shares, the Category of Proposed Allottees will be change and convert into Promoter Group.

1. The intention of Promoters, Directors or Key Managerial Personnel and senior management to subscribe to the offer.

The Equity Shares shall be offered to the Proposed Allottees only. None of the Promoters, Directors, Key Managerial Personnel and Senior Management of the Company intends to subscribe to any of the Equity Shares proposed to be issued under the Preferential Allotment. However, after allotment of shares, the Category of Proposed Allottees will be change and convert into Promoter Group.

1. The proposed time within which the allotment shall be completed

As required under the SEBI ICDR Regulations, the Company shall complete the allotment of the Equity Shares on or before the expiry of 15 (fifteen) days from the date of passing of the special resolution by the Members for issue and allotment of the Equity Shares, provided that where the issue and allotment of the shares is pending on account of pendency of any approval or permission for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

1. The change in control, if any, in the Company that would occur consequent to the preferential offer

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

1. The 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

During the year, no preferential allotment of any securities has been made to any person

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

The Company proposes to discharge the total Outstanding due towards Creditor namely M/s. Octagon Infratech Limited considering amount of Rs.2,84,40,950/- by issuing 17,77,000 Equity Shares for consideration other than cash on a preferential basis.

The valuation of the same is based on the independent valuation report received from Mr. Hardik Vikrambhai Patel, a Registered Valuer (Reg. No. IBBI Registration no. IBBI/RV/06/2020/12778) having his office at Surat in compliance with Regulation 163(3) of the SEBI (ICDR) Regulations.

1. Lock-in Period

The proposed allotment of the Equity Shares, shall be subject to a lock-in as per the requirements of ICDR Regulations. However, in addition to the lock-in period prescribed under ICDR Regulations, the said Equity Shares shall along with any further issuance of shares such as Bonus Shares, which may arise in future, shall be locked in for a further period as may be mutually agreed upon by the Company and the Proposed Allottees.

18. Listing

The Company will make an application to the Stock Exchanges at which the existing shares are listed, for listing of the aforementioned Equity Shares. The above shares, once allotted, shall rank pari passu with the then existing equity shares of the Company in all respects.

1. Identity of the natural persons who are the ultimate beneficial owners of the Equity Shares proposed to be allotted and/or who ultimately control the proposed Allottees, the percentage of post Preferential Issue capital that may be held by them and change in control, if any, in the Company consequent to the Preferential Issue

Identity of the Allottees and the percentage of post preferential issue capital that may be held by them:

Name of the	Category	Present pre-issue shareholding	Present pre-issue shareholding	Post issue shareholding	Post issue shareholding	Ultimate beneficial owners
proposed Allottees		Pre-issue holding	% of Total Equity Capital	Post-issue holding	% of Total Equity Capital
Octagon Infratech Limited	Public	-	-	17,77,000	5.97%	Shaileshkumar Jayantkumar Parekh

1. The current and proposed status of the Allottees post the preferential issues namely, promoter or non-promoter.

Name of the proposed Allottees	Current Status	Post Status
Octagon Infratech Limited	Public	Promoter

1. Contribution being made by the promoters or directors either as part of the Preferential Issue or separately in furtherance of objects

No contribution is being made by Promoter or Directors of the Company, as part of the Preferential Issue.

1. Undertaking

2. a) Neither the Company nor any of its Directors and/or Promoters have been declared as wilful defaulters as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

3. b) Neither the Company nor any of its directors and/or Promoters are fugitive economic offenders as defined under the SEBI ICDR Regulations.

4. c) The Company is in compliance with the conditions for continuous listing, and is eligible to make the preferential issue under Chapter V of the SEBI ICDR Regulations.

5. d) The Proposed Allottees has confirmed that it has not sold any equity shares of the Company during the 90 Trading Days preceding the Relevant Date.

6. e) The Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations, if required. If the amount payable on account of the recomputation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid.

7. f) The Company is in compliance with the conditions for continuous listing of Equity Shares as specified in the listing agreement with the Stock Exchanges and the Listing Regulations, as amended and circulars and notifications issued by the SEBI thereunder .

The approval of the Members is being sought to enable the Board to issue and allot the Equity Shares on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement. None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

For Gujarat Cotex Limited

Sd/Shweta Naresh Kumar Temani Company Secretary and Compliance Officer

Date: 27/02/2025 Place: Silvassa

Mail - Shailesh Parekh - Outlook

3/3/25, 3:04 PM

Outlook

RE: NOTICE OF POSTAL BALLOT OF MEMBER OF GUJARAT COTEX LIMITED

From Green Initiative GreenInitiative@cdslindia.com

Date Mon 03-Mar-25 14:53

• To Shailesh Parekh jayprabha@hotmail.com

Cc Himanshu Khatri /BD/AHMEDABAD HimanshuK@cdslindia.com; Utpal Shah /BD/AHMEDABAD UtpalS@cdslindia.com

Dear Sir/Madam,

We completed the emailing process to Shareholders of Gujarat Cotex Limited on 03 March 2025.

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Prathmesh Kalgoankar Central Depository Services India Ltd. Marathon Futurex, 35[TH] Floor, N M Joshi Marg, Lower Parel , Mumbai – 400 013 Contact – 9594860166 / 022 – 6234 3623

==> picture [266 x 70] intentionally omitted <==

From: Shailesh Parekh jayprabha@hotmail.com Sent: Monday, March 3, 2025 12:25 PM To: Green Initiative GreenInitiative@cdslindia.com Cc: Himanshu Khatri /BD/AHMEDABAD HimanshuK@cdslindia.com; Utpal Shah /BD/AHMEDABAD UtpalS@cdslindia.com

Subject: Re: NOTICE OF POSTAL BALLOT OF MEMBER OF GUJARAT COTEX LIMITED

Yes, I approve.

Gujarat Cotex Ltd.,

2007 SHANKAR PLAZA, BESIDES SURAT PEOPLE'S BANK, TIMBILIYAWAD, NANPURA, SURAT-395001. (GUJ.) INDIA. ?? PH: 91-261-2471788. FAX: 91-261-2463238.

From: Green Initiative GreenInitatve@cdslindia.com Sent: Monday, March 3, 2025 12:21 To: Shailesh Parekh jayprabha@hotmail.com Cc: Himanshu Khatri /BD/AHMEDABAD HimanshuK@cdslindia.com; Utpal Shah /BD/AHMEDABAD

https://outlook.live.com/mail/0/inbox/id/AQMkADAwATExADVjNy00YzM2LWVkMDItMDACLTAwCgBGAAADffp%2BJqEyGUaBajnc1GmViAcAE3B…

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Mail - Shailesh Parekh - Outlook

3/3/25, 3:04 PM

UtpalS@cdslindia.com

Subject: RE: NOTICE OF POSTAL BALLOT OF MEMBER OF GUJARAT COTEX LIMITED

Dear Sir/Madam,

Please refer to the draft for your review, and we request that you confirm the same.

==> picture [493 x 48] intentionally omitted <==

Prathmesh Kalgoankar Central Depository Services India Ltd.

Marathon Futurex, 35[TH] Floor, N M Joshi Marg, Lower Parel , Mumbai – 400 013 Contact – 9594860166 / 022 – 6234 3623

==> picture [266 x 70] intentionally omitted <==

From: Shailesh Parekh jayprabha@hotmail.com Sent: Saturday, March 1, 2025 3:56 PM To: Himanshu Khatri /BD/AHMEDABAD HimanshuK@cdslindia.com; Green Initiative GreenInitatve@cdslindia.com Subject: NOTICE OF POSTAL BALLOT OF MEMBER OF GUJARAT COTEX LIMITED

URGENT

Dear Sir,

Kindly find attached Benpos as on 21.02.2025, Notice of Postal Ballot and Draft of Email Intimation to the shareholders.

Request you to send an email to the shareholders as early as possible.

If you require any other documents kindly let us know.

Thank you,

Gujarat Cotex Ltd.,

2007 SHANKAR PLAZA, BESIDES SURAT PEOPLE'S BANK, TIMBILIYAWAD, NANPURA, SURAT-395001. (GUJ.) INDIA. ?? PH: 91-261-2471788. FAX: 91-261-2463238.

DISCLAIMER

The information contained in this communication (including any attachments) is intended solely for the use of the individual or entity to whom it is addressed, and others authorized to receive. All the information provided hereinabove shall be considered as confidential and/or legally privileged information. If you are not the intended recipient you are hereby notified that any disclosure, copying, distribution or taking any action in reliance on the contents of this communication in error, please notify us immediately by responding to this email and then delete it from your system. Central Depository Services (India) Ltd disclaims any liability for the proper and complete transmission of the information contained in this

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Mail - Shailesh Parekh - Outlook

3/3/25, 3:04 PM

communication nor for any delay in its receipt. Opinions, clarifications, and other information in this communication, which do not pertain in the official capacity of the sender, shall be deemed as neither given nor endorsed by CDSL.

DISCLAIMER

The information contained in this communication (including any attachments) is intended solely for the use of the individual or entity to whom it is addressed, and others authorized to receive. All the information provided hereinabove shall be considered as confidential and/or legally privileged information. If you are not the intended recipient you are hereby notified that any disclosure, copying, distribution or taking any action in reliance on the contents of this communication in error, please notify us immediately by responding to this email and then delete it from your system. Central Depository Services (India) Ltd disclaims any liability for the proper and complete transmission of the information contained in this communication nor for any delay in its receipt. Opinions, clarifications, and other information in this communication, which do not pertain in the official capacity of the sender, shall be deemed as neither given nor endorsed by CDSL.

https://outlook.live.com/mail/0/inbox/id/AQMkADAwATExADVjNy00YzM2LWVkMDItMDACLTAwCgBGAAADffp%2BJqEyGUaBajnc1GmViAcAE3B…

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