Indsoya Limited — Proxy Solicitation & Information Statement 2023

May 16, 2023

INDSOYA LIMITED

Regd . Off: SH-5, Floor-GRD, Plot-355/359, 355, Asiad Market Building, Shaikh Memon Street, Kalbadevi, Mumbai, Maharashtra, India. Tel No.: (022) 22852796-97-99, E-mail: info@indsoya.com Website: www.indsoya.com CIN: L67120MH1980PLC023332

To,

Date: 16[th] May 2023

The Manager

Department of Corporate Services

BSE Ltd. Dalal Street, Fort

Mumbai – 400 001

Sub.: - Submission of Postal Ballot Notice dated 11[th] May 2023 & E-voting intimation for Postal Ballot

Ref.: - Scrip Code – 503639

Dear Sir / Madam,

With regards to the captioned subject find enclosed herewith postal ballot notice dated 11[th] May 2023

Further, with reference to the captioned subject, we wish to inform you that our Company Indsoya Limited has provided remote E-Voting facility to its shareholders for exercising their right to vote on the resolutions during the ensuing Postal Ballot process, for which we have entered agreement with Link Intime.

1. Date and time of commencement of remote E-voting: 20/05/2023 at 09.00 A.M.

2. Date and time of end of remote E-voting: 19/06/2023 at 5.00 P.M.

3. Remote e-voting shall not be allowed beyond this 19/06/2023 at 5.00 P.M.

4. Cut-off date: 12[th] May 2023.

5. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e- voting.

6. Notice of the Postal Ballot has been displayed on the web site of the Company http://www.indsoya.com/ and on website of e-voting platform provided by Link Intime. i.e. https://instavote.linkintime.co.in.

7. In case you have any queries or issues regarding e-voting, write an email to info@indsoya.com.

Kindly take the same on your records.

Thanking you,

Yours faithfully,

For Indsoya Limited

AYUSHI Digitally signed by AYUSHI AGRAWAL AGRAWAL Date: 2023.05.16 14:36:03 +05'30'

Ayushi Agrawal

Company Secretary and Compliance Officer

Encl.: as above

INDSOYA LIMITED Regd . Off: SH-5, Floor-GRD, Plot-355/359, 355, Asiad Market Building, Shaikh Memon Street, Kalbadevi, Mumbai, Maharashtra, India. Tel No.: (022) 22852796-97-99, E-mail: info@indsoya.com Website: www.indsoya.com CIN: L67120MH1980PLC023332

NOTICE OF POSTAL BALLOT

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

Dear member(s),

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (the “Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), to transact the Special Businesses set out in this Notice as Resolutions through Postal Ballot by the Members Indsoya Limited (The Company) only by way of Remote E-voting Process

The proposed resolutions and explanatory statements pertaining to the said resolutions, pursuant to sections 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each item and the reason thereof is appended herewith for your consideration. As permitted under the MCA circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice and Pre-paid business reply envelope (BRE) will not be sent to the Shareholders for this Postal Ballot and Shareholders are required to communicate their assent or dissent through the remote e-voting facility.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the Remote E-voting facility for the Ballot form. The instructions for remote e-voting are appended to the Notice. The Shareholders can vote on the resolutions through remote e-voting facility. Assent (FOR) or Dissent (AGAINST) of the shareholders of the resolutions mentioned in the Notice would only be taken through the remote e-voting systems as per the MCA circulars.

The Company has engaged the services of Link Intime India Private Limited as the agency to provide the e-voting facility. Accordingly, members shall have to cast their vote electronically through the Link Intime India Private Limited’s e-voting platform (InstaVote). Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link: https://instavote.linkintime.co.in from 20/05/2023 9.00 AM (IST) onwards to 19/06/2023 5.00 PM (IST).

Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the E-voting link.

The Board of Directors of the Company, at its meeting held on 11/05/2023 has appointed Ravi Gupta and Associates, Practicing Chartered Accountant (Membership No. 459691) as Scrutinizer for conducting the Postal Ballot (Only Through Remote E-voting process in a fair and transparent manner. The Scrutinizer, after completion of Scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson of the Company at the registered office of the Company.

The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. June 19, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

The resolutions for the purpose as stated herein below is proposed to be passed by Postal Ballot (Only Through Remote E-voting):

1. TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL AMENDEMENT OF THE CAPITAL CLUASE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

To Consider, and if thought fit, to pass the following resolution, as Ordinary Resolution:

RESOLVED THAT pursuant to the Provisions of Sections 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder, (including any amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), and subject to the provisions of the Articles of Association of the Company, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from Existing Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each to Rs. 10,00,00,000/- (Ten Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 05/- each.

RESOLVED FURTHER THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the members be and is hereby accorded for substituting Clause V of the Memorandum of Association of the Company with the following clause:

V. “ The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Ten Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 05/- each.”

RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to file, sign, verify and execute all such e-forms with Registrar of Companies, papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this resolution.”

2. ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION AS PER COMPANIES ACT 2013 WITH CHANGE OF MAIN OBJECT

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

“RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act 2013 (The Act), read with the Companies (Incorporation) Rules, 2014, and any other applicable provisions, including any modification(s) thereof or re-enactment(s) thereof for the time being in force, the consent of the members of the Company with a new set of Memorandum of Association (MOA) as per the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with applicable Rules and Regulations made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary, consent of the members of the Company be and is hereby accorded for effecting the alterations in the existing Object Clause of Memorandum of Association (“The MOA”) of the Company in the following manner:-

Clause III of the MOA be altered by substituting PART A with the following:

“To provide in India or elsewhere the business of manufacturing, producing, importing, exporting and to deal in total healthcare solution in Ayurvedic, homeopathic, allopathic medicines and to carry out medical & clinical audits, Medical, healthcare, hospital facility planning from concept to commissioning and post commissioning managing health care institutions of any kind, public or private and to establish and run hospitals/ healthcare institutions, diagnostic centre, health spa, wellness centre, pathology, life science and stem cell depositories and to provide support services such as housekeeping, security, technical & clinical, para medical and nursing human resources to health care & other organizations public or private and to launch hospitals and develop strategic concepts, business development policies for health care and health solutions.”

Note: PART B containing objects incidental or ancillary to the attainment of the main object will be altered accordingly.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, to settle any questions, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other authority arising from or incidental to the said amendment without requiring the Board to secure any further consent or approval of the members of the Company.”

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby authorized jointly/severally to do all such acts, deeds and things as may be necessary or incidental in this regard to give effect to the foregoing resolution including filing of all the necessary e-forms with the office of the Registrar of Companies, Mumbai.”

1. SHIFTING OF REGISTERED OFFICE FROM ONE CITY TO ANOTHER CITY WITHIN THE JURISDICTION OF SAME ROC

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

“RESOLVED THAT pursuant to the provisions of Section 12 and 110 other applicable provisions of Companies Act, 2013 read with rule 30 of the Companies (Incorporation) Rules, 2014 and rule 20 and 22 of the Companies (Management and Administration) Rules , 2014 (Including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to

the Consent of the Members of the Company be and is hereby accorded for shifting of registered office from one city to another city within same ROC i.e. ROC Mumbai.

RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective, the registered office of the Company shall be shifted Thane to Mumbai within the jurisdiction of same Registrar of Companies, Mumbai.

RESOLVED FURTHER THAT the Members of the Company hereby authorized the Board to agree to and make and accept such conditions, modifications and alterations stipulated by any one of the authorities, statutory or otherwise, while according approval, consent as may be considered necessary and to appoint counsels and advisors, file applications / petitions, issue notice, advertisements, obtain orders of shifting of Registered office from the concerned authorities and take such steps and to do such acts, deeds and things as they may deem necessary and proper in this matter.

RESOLVED FURTHER THAT any one Director of the Company and/or the Company Secretary of the Company be and is hereby authorized severally to furnish certified true copy of the resolution as and when required.”

4. TO APPROVE POWER TO BORROW PURSUANT TO THE PROVISIONS OF SECTION 180(1)(C) OF THE COMPANIES ACT, 2013 FOR AN AMOUNT NOT EXCEEDING RS. 5 CRORE.

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

“RESOLVED THAT in suppression of earlier resolution passed in this regard, pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its powers) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and consent of the Members modification(s) or re-enactment(s) thereof, for the time being in force, and consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board), to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from banks, financial institutions, corporates and other body corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (Apart from temporary loans obtained from the Company’s Bankers in the Ordinary course of business) may at any time, exceed the aggregate of the Paid up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs. 5 Crore (Rupees Five Crore only) and that the Board be and is hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed and authorized from time to time as to interest, repayment or otherwise as it may, in its absolute discretion, think fit.

RESOLVED FURTHER THAT the Board of Directors or such person/s or such committee (by whatever name called), as may be authorized by the Board in this regard, be and are hereby authorized to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise however as it may think fit and to do all other acts, deeds, matters and things as may be deemed necessary and incidental for giving effect to the above, including execution of all such documents, instruments and writings, as may be required.

5. TO APPROVE CREATION OF MORTGAGE / CHARGE ON THE PROPERTIES/UNDERTAKINGS OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013.

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

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”) which term shall be deemed to include any committee of the Board) for creation of charge/mortgage/pledge/hypothecation/security in addition to existing charge/mortgage/pledge/hypothecation/security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the movable and/or immovable properties, tangible or intangible assets of the Company both present and future and/or the whole or any part of the undertaking(s) of the Company, as the case may be in favor of the banks, non-banking financial companies, financial institutions and other lender(s), Agent(s) and Trustee(s), for securing the borrowings of the Company availed/to be availed by way of loan(s) (in foreign currency and/or rupee currency) and securities in the nature of debt securities issues/to be issued by the Company (Compromising fully/partly convertible debentures and/or non-convertible debentures with or without detachable or non-detachable warrants and/or secured premium notes and/or floating rates notes/bonds or other debt instruments), issued/ to be issued by the Company (hereinafter termed “loans”), from time to time, provided that the total amount of loans shall not at any time exceed Rs. 5 Crore (Rupees Five Crore only) in excess of the aggregate of the paid-up capital of the Company and its free reserves (apart from temporary loans obtained / to be obtained from the Company’s bankers in the ordinary course of business) in respect of such borrowings and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to, between the Board of Directors and the Lender(s), Agent(s) and Trustee(s) of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, desirable and expedient in its absolute discretion and as may be deemed necessary in this regard and to give, from time to time, such directions as may be necessary, expedient, usual or proper as the Board in its absolute discretion may think fit.

6. CHANGE OF NAME OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Section 4, 13(2), 14, 15 and all other applicable provisions, if any, of the Companies Act, 2013, read with applicable Rules and Regulations framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and subject to any other applicable law(s), regulations(s), guidelines(s), and subject to the approvals, consents, sanctions and permissions of the Central Government/ Stock Exchange(s)/appropriate regulatory and Statutory authorities / departments as may be necessary approvals, consent, sanction and permission as may be required under any other laws, rules and regulations, the consent of the members of the Company be and is hereby accorded for changing the name of the Company from “Indsoya Limited” to “APOLLO INGREDIENTS LIMITED”.

RESOLVED FURTHER THAT upon receipt of the fresh Certificate of Incorporation from the Registrar of Companies (MCA) consequent to change of Name of the Company, the Name Clause of the Memorandum of Association of the Company be altered and substituted as follows:

I. The name of the Company is “APOLLO INGREDIENTS LIMITED”.

RESOLVED FURTHER THAT in terms of Section 14 of the Companies Act, 2013 the Articles of Association of the Company be altered by deleting the existing name of the Company wherever appearing and substituting with the new name of the Company i.e. APOLLO INGREDIENTS LIMITED.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, desirable and expedient in its absolute discretion and as may be deemed necessary in this regard and to give, from time to time, such directions as may be necessary, expedient, usual or proper as the Board in its absolute discretion may think fit.

7. REGULARIZATION OF APPOINTMENT OF LALITA GHANSHYAM MUTREJA (DIN: 07514392) AS DIRECTOR OF THE COMPANY.

To Consider and fit thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (Including any Statutory modification(s) or re-enactment thereof for the time being in force), LALITA GHANSHYAM MUTREJA (DIN: 07514392) who was appointed as an Additional Director of the Company with effect from 12/10/2022 by the Board of Directors and as recommended by the Nomination and Remuneration Committee and who holds office only upto the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of LALITA GHANSHYAM MUTREJA for the office of the Director, be and is hereby appointed as a Executive Director of the Company, whose period of office will be liable to determination by retirement of directors by Rotation.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution”.

8. REGULARIZATION OF APPOINTMENT OF LOVELY GHANSHYAM MUTREJA (DIN: 03307922) AS DIRECTOR OF THE COMPANY.

To Consider and fit thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (Including any Statutory modification(s) or re-enactment thereof for the time being in force), LOVELY GHANSHYAM MUTREJA (DIN: 03307922) who was appointed as an Additional Director of the Company with effect from 12/10/2022 by the Board of Directors and as recommended by the Nomination and Remuneration Committee and who holds office only upto the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of LOVELY GHANSHYAM MUTREJA for the office of the Director, be and is hereby appointed as a Managing

Director (Executive Director) of the Company, whose period of office will be liable to determination by retirement of directors by Rotation.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution”.

9. REGULARIZATION OF APPOINTMENT OF KIRIT GHANSHYAM MUTREJA (DIN: 07514391) AS DIRECTOR OF THE COMPANY.

To Consider and fit thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (Including any Statutory modification(s) or re-enactment thereof for the time being in force), KIRIT GHANSHYAM MUTREJA (DIN: 07514391) who was appointed as an Additional Director of the Company with effect from 12/10/2022 by the Board of Directors and as recommended by the Nomination and Remuneration Committee and who holds office only upto the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of KIRIT GHANSHYAM MUTREJA for the office of the Director, be and is hereby appointed as a Wholetime Director (Executive Director) of the Company, whose period of office will be liable to determination by retirement of directors by Rotation.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution”.

10. REGULARIZATION OF APPOINTMENT OF RAJVIRENDRA SINGH RAJPUROHIT (DIN: 06770931) AS INDEPENDENT DIRECTOR OF THE COMPANY.

To Consider and fit thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (Including any Statutory modification(s) or re-enactment thereof for the time being in force), RAJVIRENDRA SINGH RAJPUROHIT (DIN: 06770931) who was appointed as an Additional Director of the Company with effect from 12/10/2022 by the Board of Directors and as recommended by the Nomination and Remuneration Committee and who holds office only upto the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of RAJVIRENDRA SINGH RAJPUROHIT for the office of the Director, be and is hereby appointed as an Independent Director (Non-Executive Director) of the Company, to hold office for a term upto Five consecutive years from the date on which this resolution of the postal ballot would be passed.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution”.

1. REGULARIZATION OF APPOINTMENT OF SUVARNA RAMCHANDRA SHINDE (DIN: 09751614) AS INDEPENDENT DIRECTOR OF THE COMPANY.

To Consider and fit thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (Including any Statutory modification(s) or re-enactment thereof for the time being in force), SUVARNA RAMCHANDRA SHINDE (DIN: 09751614) who was appointed as an Additional Director of the Company with effect from 12/10/2022 by the Board of Directors and as recommended by the Nomination and Remuneration Committee and who holds office only upto the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of SUVARNA RAMCHANDRA SHINDE for the office of the Director, be and is hereby appointed as an Independent Director (Non-Executive Director) of the Company, to hold office for a term upto Five consecutive years from the date on which this resolution of the postal ballot would be passed.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution”.

NOTES:

1. Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.

2. The Board of Directors of the Company (“The Board”) at its meeting held on 11/05/2023 has appointed Ravi Gupta and Associates, Practicing Chartered Accountant (Membership No. 459691) to act as “The Scrutinizer” for conducting the Postal Ballot by way of remote E-voting process in accordance with the Act in a fair and transparent manner.

3. In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on 12th May, 2023 (the “Cut-off date”) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited (“RTA”). Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.

4. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.indsoya.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Postal Ballot Notice is also disseminated on the website of LINK INTIME (agency for providing the Remote e-voting facility) i.e., https://instavote.linkintime.co.in.

5. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with SEBI circular on e-voting, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of Link Intime India Private Limited (LINK INTIME), the agency to provide e-voting facility. Members are requested to carefully read the instructions for e-voting that are provided as part of this Postal Ballot Notice before casting their vote.

6. The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e., 12[th] May, 2023. Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting. A person who is not a Member as on the Cut-off date should treat this notice for information purpose only.

7. The e-voting period commences on Saturday, 20[th] May, 2023 (09:00 AM IST) and ends on Monday, 19th June, 2023 (5:00 PM IST). During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cutoff date i.e., 12[th] May, 2023 may cast their vote electronically. The e-voting module shall be disabled by LINK INTIME for voting after 19th June, 2023 (5:00 PM IST). Once the vote on a resolution is cast by a Member, he or she will not be allowed to change it subsequently.

8. In case of any query/grievance in connection with the Postal Ballot through remote e- voting process, Members may contact Mr. Rajiv Ranjan, Assistant Vice President – e- voting, LINK INTIME by e-mail at enotices@linkintime.co.in , Tel: 022–4918 6000 or the Company at info@indsoya.com Tel: +91 84556 99999

9. The last date of e-voting, i.e. June 19, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

10. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-voting process shall be announced on or before 22[nd] May, 2023 and the resolution will be taken as passed, if the results of e- voting indicate that the requisite majority of the Members had assented to the Resolution.

11. The voting results along with Scrutinizer’s report would be published on the website of the Company i.e., www.indsoya.com and will be communicated to the Stock Exchanges where the Company’s shares are listed i.e., BSE. The voting results along with the Scrutinizer’s report will also be posted on the Website of LINK INTIME, https://instavote.linkintime.co.in

12. In accordance with the MCA Circulars, Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants and Members who hold shares in physical form are requested to provide their email addresses to Link Intime by sending an e-mail at rnt.helpdesk@linkintime.co.in or to the Company at info@indsoya.com

13. The Scrutinizer’s decision on the validity or otherwise of the postal ballot (Only through remote E-voting) will be final.

14. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 AM to 01:30 PM till from the date of dispatch of the Postal Ballot Notice up to the Completion of Postal Ballot i.e. 19/06/2023.

Procedure for Remote e-voting

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014; as amended from time to time, Regulation 44 of the Listing Regulations and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility to be provided by listed entities, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by LINK INTIME, on the resolutions set forth in this Notice. The instructions for e-voting are given herein below.

The remote e-voting facility is available at the following link: https://instavote.linkintime.co.in. The e-voting event number (EVEN) and period of remote e-voting are set out below:

EVEN	Commencement of e-voting	End of remote e-voting
230128	Saturday, 20thMay, 2023 09.00 AM IST	Monday, 19thJune, 2023 5.00 PM IST

E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by LINKINTIME upon the expiry of the aforesaid period.

The individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

The login method for shareholders holding securities in demat mode/ physical mode is given below:

Type of Login Method shareholders

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Individual  If you are already registered for NSDL IDeAS facility, please
Shareholders visit the e-Services website of NSDL. Open web browser by
holding securities typing the following URL: https://eservices.nsdl.com either on a
in demat mode with Personal Computer or on a mobile. Once the home page of e-
NSDL Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section. A new screen
will open. You will have to enter your User ID and Password.
 After successful authentication, you will be able to see e-
Voting services under Value added services. Click on “Access to
e-voting” under e-voting services and you will be able to see e-
voting page. Click on company name or e-voting service
provider name i.e., LINKINTIME, and you will be re-directed to
‘InstaVote’ website for casting your vote during the remote e-
voting period.
 If the user is not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
“Register Online for IDeA Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
 Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile. Once the home page
of e-voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit Demat account number held with NSDL), Password/OTP
and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to the NSDL
Depository site wherein you can see the e-voting page. Click
on the company name or e-voting service provider name i.e.,
LINKINTIME and you will be redirected to the e-voting website
of LINKINTIME for casting your vote during the remote e-voting
period.
Individual  Existing users who have opted for Easi / Easiest, they can login
Shareholders through their user id and password. Option will be made
holding securities available to reach e-voting page without any further
in demat mode with authentication. The URL for users to login to Easi /Easiest are
CDSL https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on New System Myeasi.

After successful login of Easi / Easiest the user will be also able
to see the E Voting Menu. The Menu will have links of e-voting
service provider i.e., LINKINTIME. Click on LINKINTIME you will
be redirected to InstaVote website for casting the vote during
remote e-voting period.

If the user is not registered for Easi/Easiest, option to register
is available at
https://web.cdslindia.com/myeasi./Registration/EasiRegistrati
on
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 Alternatively, the user can directly access e-voting page by
providing demat Account Number and PAN No. from a link in
www.cdslindia.com home page. The system will authenticate
the user by sending OTP on registered Mobile & Email as
recorded in the demat Account. After successful
authentication, user will be provided links for the respective
ESP i.e., LINKINTIME, click on LINKINTIME and you will be will
be redirected to InstaVote website for casting the vote during
remote e-voting period.
Individual  You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered with
(holding securities NSDL/CDSL for e-voting facility.
in demat mode) &

login through their Once login, you will be able to see e-voting option. Once you
depository click one-voting option, you will be redirected to NSDL/CDSL
participants Depository site after successful authentication, wherein you
can see e-voting feature. Click on company name or e-
voting service provider name i.e., LINKINTIME and you will
be redirected to e-voting service provider website i.e.,
InstaVote website for casting your vote during the remote e-
voting period.
Individual 1. Open the internet browser and launch the URL:
Shareholders https://instavote.linkintime.co.in
holding securities ► Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your
in Physical following details: -
mode/Non
Individual A. User ID: Enter your User ID details as given below
Shareholders
holding shares in Manner of holding User ID
Demat mode & shares
evoting service
Provider is For Members who hold 16 Digit Beneficiary ID
LINKINTIME shares in demat account
with CDSL
For Members who hold 8 Character DP ID followed
shares in demat account by 8 Digit Client ID
with NSDL
For Members who holds Event No. + Folio Number
shares in physical form registered with the
Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN)
(Members who have not updated their PAN with the
Depository Participant (DP)/ Company shall use the sequence
number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation
-
(DOI) (As recorded with your DP / Company in DD/MM/YYYY
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format) D. Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. a. Shareholders holding shares in CDSL form, shall provide ‘C’ or ‘D’, above. b. Shareholders holding shares in NSDL form, shall provide ‘D’ above c. Shareholders/ members holding shares inphysical formbut have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above ► Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter). ► Click “confirm” (Your password is now generated). 2. Click on ‘Login’ under‘SHARE HOLDER’tab. 3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on‘Submit’.

Cast your vote electronically

i. After successful login, you will be able to see the notification for e-voting. Select‘View’icon. ii. E-voting page will appear. iii. Refer the Resolution description and cast your vote by selecting your desired option‘Favour / Against’(If you wish to view the entire Resolution details, click on the‘View Resolution’file link). iv. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.A confirmation box will be displayed. If you wish to confirm your vote, click on‘Yes’,else to change your vote, click on‘No’and accordingly modify your vote.

Guidelines for Institutional shareholders:

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

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: Tel. 022 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

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

Individual Shareholders holding securities in Physical mode have forgotten the password:

If an Individual Shareholder holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in.

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

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants’ website.

➢ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

➢ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

➢ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Process for those Members whose e-mail IDs are not registered with the Depositories /Company for procuring User ID and Password and registration of e-mail IDs for e-voting for the resolutions set out in this notice:

• a) In case shares are held in physical mode please provide folio no., name of Member, 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 e-mail to info@indsoya.com or rnt.helpdesk@linkintime.co.in.

• b) In case shares are held in demat mode, please provide DP ID & Client ID (16-digit DP ID & Client ID or 16-digit beneficiary ID), name, client master or copy of consolidated account statement, PAN (self- attested scanned copy of PAN card), Aadhar (selfattested scanned copy of Aadhar card) to info@indsoya.com If you are an individual member holding securities in demat mode, you are requested to refer to the login method explained above i.e., login method for e-voting for individual Member/shareholder holding securities in demat mode.

• c) Alternatively, members may send a request to enotices@linkintime.co.in for procuring User ID and Password for e-voting by providing above mentioned documents.

• d) In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by listed companies, individual Members holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Members are required to update their mobile number and e-mail ID correctly in their demat account in order to access e-voting facility.

By Order of the Board of Directors

LALITA GHANSHYAM MUTREJA DIRECTOR DIN: 07514392

Place: Mumbai Date: 11/05/2023

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO. 1-

TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUNRIAL AMENDMENT IF THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

Presently the Authorized Share Capital of the Company stands at Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each. The Company wants to expand the Capital base of the Company. For that, the Board of Directors of the Company at its meeting held on 11/05/2023 decided to increase the Authorized Capital of the Company from Existing Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each to Rs. 10,00,00,000/- (Ten Crores) divided

into 2,00,00,000 (Two Crore) Equity Shares of Rs. 05/- each ranking pari-passu in all respects with the existing Equity Shares of the Company.

Pursuant to Section 61 and 64 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing a resolution to the effect.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the Notice as an Ordinary Resolution.

ITEM NO. 2 –

ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION AS PER COMPANIES ACT 2013 WITH CHANGE OF MAIN OBJECT

The existing Memorandum of Association (MOA) is based on the erstwhile Companies Act, 1956. The Alteration of MOA is necessary to bring the existing MOA in line with the new Companies Act, 2013.

According to the new act, the Companies now have only Main Business and ancillary and incidental Business to the attainment of Main Business, therefore it is important to alter and adopt the new set of Memorandum of Association as per Companies Act, 2013. The new set of Memorandum of Association as per the Companies Act, 2013. The new set of MOA is based on Table-A of the Companies Act, 2013.

Since there is change in Management of the Company to meet the business strategy of the new management and to align the Main Object of the Company accordingly the members are requested to adopt change in Object close.

A copy of the proposed set of new Memorandum of Association of the Company would be available for inspection at the registered office of the Company during the business hours on any working day between 11 am to 1.30 PM upto date of the Annual General Meeting.

None of the Directors and Key Managerial Personnel of the Company, including their respective relatives, is concerned or interested, financially or otherwise, in the foregoing resolution.

ITEM NO. 3:

SHIFTING OF REGISTERED OFFICE FROM ONE CITY TO ANOTHER CITY WITHIN THE JURISDICTION OF SAME ROC

The Board of Directors in their meeting held on 11/05/2023 analyzed that the shifting of the Registered office from Thane to Mumbai is in the best interest of the Company, shareholders and all concerned parties and shall in no manner adversely affect the existing client base, creditors or operations or employees of the Company. This shifting would enable the Company to handle its business activities more efficiently and it will enhance the business activities by exploring more business opportunities.

As per provisions of Section 12 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, such shifting of Registered Office requires necessary approval of the Shareholders by way of Special Resolution.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

Therefore, your Board of Directors recommends passing the resolution(s) set out in Item No. 3 as Special Resolution for Shifting of Registered office from Thane to Mumbai within the jurisdiction of same ROC.

ITEM NO. 4:

TO APPROVE POWER TO BORROW PURSUANT TO THE PROVISIONS OF SECTION 180(1)(C) OF THE COMPANIES ACT, 2013 FOR AN AMOUNT NOT EXCEEDING RS. 5 CRORES.

In order to cater to the business requirements, the Board at its Meeting held on 11/05/2023, has approved to increase the present borrowing limits upto Rs. 5 Crore under Section 180(1)(c) of the Companies Act, 2013 subject to shareholders’ approval.

The Directors recommend the matter and the resolution set out under Item No. 3 for the approval of the Members as a Special Resolution.

None of the Directors and the Key Managerial personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this resolution.

ITEM NO 5:

TO APPROVAL CREATION OF MORTGAGE / CHARGE ON THE PROPERTIES / UNDERTAKINGS OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013.

In accordance with the provisions of Section 180(1)(a) of Companies Act, 2013, the mortgage or charge on all or any part of the movable and/or immovable properties of the Company, maybe deemed as the disposal of the whole, or substantially the whole, of the undertaking of the Company and hence, requires approval from the members of the Company by way of Special Resolution.

Therefore, it is proposed to pass this enabling resolution to authorize the Company to Create a Charge or mortgage on the assets or properties of the Company for an amount not exceeding Rs. 5 Crore thereof, in excess of the aggregate of the paid-up capital of the Company and its free reserves.

The Directors recommend the matter and the resolution set out under item No. 04 for the approval of the Members as a Special Resolution.

None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this resolution.

ITEM NO. 6:

CHANGE OF NAME OF THE COMPANY

The Company has undergone change in management pursuant to Open offer as per Regulation 3 and 4 of the SEBI (Substantial Acquisition of Share and Takeover) Reg. 2011.

In order to reflect more accurately the legacy and true nature of the Company’s product and business activities, the Company proposes to give it a new name and identity that reflect the genesis of the business, therefore it proposes to change the name of the Company from Indsoya Limited to Apollo Ingredients Limited.

The Board of Directors of the Company in their meeting held on 20/03/2023 has approved the Change of Name as proposed in the resolution and subsequently the Company has obtained necessary approvals from Ministry of Corporate Affairs for availability of proposed name in terms of Section 4(5) of the Companies Act, 2013.

The Provisions of Section 13(2) of the Companies Act, 2013, inter-alia requires the approval of the shareholders by means of Special resolution for change of name and consequential amendment in Memorandum and Articles of Association of the Company, therefore the Board of Directors of the Company has recommended the resolution to be passed by the shareholders in the interest of the Company.

None of the directors, promoters and Key Managerial personnel are in any way concerned or interested in this resolution.

ITEM NO. 7:

REGULARIZATION OF APPOINTMENT OF LALITA GHANSHYAM MUTREJA (DIN: 07514392) AS DIRECTOR OF THE COMPANY.

Mrs. Lalita Ghanshyam Mutreja was first inducted to the Board at the Board Meeting held on 12th October, 2022 and in the same meeting she was appointed as the Additional Director. In terms of Section 161(1) of the Companies Act, 2013 Mrs. Lalita Ghanshyam Mutreja can hold office only up to the date of the ensuing Annual General Meeting. With respect to the same, the Company has has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of Mrs. Lalita Ghanshyam Mutreja for the office of the Director, be and is hereby appointed as a Executive Director of the Company, whose period of office will be liable to determination by retirement of directors by Rotation. The terms and conditions of the appointment are set out in a draft Appointment letter to be issued to Mrs. Lalita Ghanshyam Mutreja by the Company.

The Board is of the opinion that the appointment and presence of Mrs. Lalita Ghanshyam Mutreja on the Board will be desirable, beneficial and in the best interest of the Company. The Board recommends the resolution set out in item no. 6 of the accompanying Notice for approval and adoption of the Members. A copy of the Board Resolution and the draft appointment letter issued to Mrs. Lalita Ghanshyam Mutreja, will be available for inspection between 11.00 a.m. to 01.30 p.m. on all working days (Monday to Friday) at the Registered Office of the Company.

ITEM NO. 8:

REGULARIZATION OF APPOINTMENT OF LOVELY GHANSHYAM MUTREJA (DIN: 03307922) AS DIRECTOR OF THE COMPANY.

Mrs. Lovely Ghanshyam Mutreja was first inducted to the Board at the Board Meeting held on 12th October, 2022 and in the same meeting she was appointed as the Additional Director. In terms of Section 161(1) of the Companies Act, 2013 Mrs. Lovely Ghanshyam Mutreja can hold office only up to the date of the ensuing Annual General Meeting. With respect to the same, the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member

under Section 160 of the Act proposing the candidature of Mrs. Lovely Ghanshyam Mutreja for the office of the Director, be and is hereby appointed as a Managing Director (Executive Director) of the Company, whose period of office will be liable to determination by retirement of directors by Rotation. The terms and conditions of the appointment are set out in a draft Appointment letter to be issued to Mrs. Lovely Ghanshyam Mutreja by the Company.

The Board is of the opinion that the appointment and presence of Mrs. Lovely Ghanshyam Mutreja on the Board will be desirable, beneficial and in the best interest of the Company. The Board recommends the resolution set out in item no. 7 of the accompanying Notice for approval and adoption of the Members. A copy of the Board Resolution and the draft appointment letter issued to Mrs. Lovely Ghanshyam Mutreja, will be available for inspection between 11.00 a.m. to 01.00 p.m. on all working days (Monday to Friday) at the Registered Office of the Company.

ITEM NO. 9:

REGULARIZATION OF APPOINTMENT OF KIRIT GHANSHYAM MUTREJA (DIN: 07514391) AS DIRECTOR OF THE COMPANY.

Mr. Kirit Ghanshyam Mutreja was first inducted to the Board at the Board Meeting held on 12th October, 2022 and in the same meeting he was appointed as the Additional Director. In terms of Section 161(1) of the Companies Act, 2013 Mr. Kirit Ghanshyam Mutreja can hold office only up to the date of the ensuing Annual General Meeting. With respect to the same, the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of Mr. Kirit Ghanshyam Mutreja for the office of the Director, be and is hereby appointed as a Whole Time Director (Executive Director) of the Company, whose period of office will be liable to determination by retirement of directors by Rotation. The terms and conditions of the appointment are set out in a draft Appointment letter to be issued to Mr. Kirit Ghanshyam Mutreja by the Company.

The Board is of the opinion that the appointment and presence of Mr. Kirit Ghanshyam Mutreja on the Board will be desirable, beneficial and in the best interest of the Company. The Board recommends the resolution set out in item no. 8 of the accompanying Notice for approval and adoption of the Members. A copy of the Board Resolution and the draft appointment letter issued to Mr. Kirit Ghanshyam Mutreja, will be available for inspection between 11.00 a.m. to 01.00 p.m. on all working days (Monday to Friday) at the Registered Office of the Company.

ITEM NO. 10:

REGULARIZATION OF APPOINTMENT OF RAJVIRENDRA SINGH RAJPUROHIT (DIN: 06770931) AS INDEPENDENT DIRECTOR OF THE COMPANY.

Mr. Rajvirendra Singh Rajpurohit was appointed as an Additional Independent Director with effect from 12[th] October, 2022, in accordance with the provisions of Section 161 and 149 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 161 of the Companies Act, 2013, the above director holds office up to the date of ensuring Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of Mr. Rajvirendra Singh Rajpurohit for the office of the Director, be and is hereby appointed as an Independent Director (Non-Executive Director) of the Company, to hold office for a term upto Five consecutive years from the date on which this resolution of the postal ballot would be passed.

The Board is of the view that the appointment of Mr. Rajvirendra Singh Rajpurohit on the Company Board is desirable and would be beneficial to the Company and hence it recommends

the said resolution No 9 for approval by the members of the Company. None of the Directors / Key Managerial Personnel of the Company / their relatives in any way concerned or interested, in the said resolution. The board recommends the said resolution to be passed as an ordinary resolution.

ITEM NO. 11:

REGULARIZATION OF APPOINTMENT OF SUVARNA RAMCHANDRA SHINDE (DIN: 09751614) AS INDEPENDENT DIRECTOR OF THE COMPANY.

Mrs. Suvarna Ramchandra Shinde was appointed as an Additional Independent Director with effect from 12[th] October, 2022, in accordance with the provisions of Section 161 and 149 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 161 of the Companies Act, 2013, the above director holds office up to the date of ensuring Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000/- from a member under Section 160 of the Act proposing the candidature of Mrs. Suvarna Ramchandra Shinde for the office of the Director, be and is hereby appointed as an Independent Director (Non-Executive Director) of the Company, to hold office for a term upto Five consecutive years from the date on which this resolution of the postal ballot would be passed.

The Board is of the view that the appointment of Mrs. Suvarna Ramchandra Shinde on the Company Board is desirable and would be beneficial to the Company and hence it recommends the said resolution No 10 for approval by the members of the Company. None of the Directors / Key Managerial Personnel of the Company / their relatives in any way concerned or interested, in the said resolution. The board recommends the said resolution to be passed as an ordinary resolution.

Additional Information on Directors recommended for appointment/re-appointment as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of Director	LALITA GHANSHYAM MUTREJA	LOVELY GANSHYAM MUTREJA	KIRIT GHANSHYAM MUTREJA	RAJVIRENDR A SINGH RAJPUROHIT	SUVARNA RAMCHAND RA SHINDE
Date of Appointment	12/10/2022	12/10/2022	12/10/2022	12/10/2022	12/10/2022
DIN	07514392	03307922	07514391	06770931	09751614
Brief Profile	She hold degree of Doctor of Philosophy (Ph.D.) in Commerce from University of Mumbai. She is having experience of over 09 years in field	She hold degree of Masters of Business administratio n (MBA) in Foreign Trade from Devi Ahilya Vishwavidhy alaya, Indore. She is having experience of over 15	He hold degree of Master of Management Studies from University of Mumbai. He is having experience of over 06 years in field of Marketing	He is an Associate Member of the Institute of Company Secretaries of India. He is have an experience of more than a decade in the field of Company Law and	She is a Practising Advocate from last 10 years and is a member of the Bar Council of India, a Law graduate from Pune University. Her expertise

==> picture [461 x 520] intentionally omitted <==

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

of Financial years in field allied includes Civil
Marketing of corporate and Criminal
Pharmaceuti Laws Litigations
cal Company
Disclosure of Sister of Mrs. Sister of Mrs. Brother of Not related Not related
relationships Lovely Lalita Mrs. Lalita to any to any
between Ganshyam Ghanshyam Ghanshyam director of director of
Directors Mutreja and Mutreja and Mutreja and the Company the Company
Mr. Kirit Mr. Kirit Mrs. Lovely
Ghanshyam Ghanshyam Ganshyam
Mutreja Mutreja Mutreja
Person not not debared not debared not debared not debared not debared
debared from holding from holding from holding from holding from holding
from holding office as office as office as office as office as
office as Director Director Director Director Director
Director pursuant to pursuant to pursuant to pursuant to pursuant to
pursuant to SEBI Order SEBI Order SEBI Order SEBI Order SEBI Order
SEBI Order or any other or any other or any other or any other or any other
Authority Authority Authority Authority Authority
Name of NIL NIL NIL Keerti NIL
Listed Knowledge
entities in And Skills
which the Limited
directorships
are held Pkh
Ventures
Limited
Sizemasters
Technology
LIMITED
Labdhi
Commercials
Limited
No. of equity 70892 Fully 105316 Fully 70992 Fully NIL NIL
shares held paid Equity paid Equity paid Equity
in the Shares Shares Shares
Company
----- End of picture text -----

By Order of the Board of Directors

LALITA GHANSHYAM MUTREJA DIRECTOR DIN: 07514392

Place: Mumbai Date: 11/05/2023