Integra Essentia Limited — Proxy Solicitation & Information Statement 2025

Aug 26, 2025

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26[th] August 2025

To Listing Compliance Department The Manager Listing Compliance BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, ‘Exchange Plaza’ C-1, Block G, Dalal Street, Mumbai – 400001 Bandra Kurla Complex, Bandra (East), Mumbai - 400051 Scrip Code – 535958 Trading Symbol - ESSENTIA

Sub: Notice convening the Meeting of Equity Shareholders of the Company for their requisite approval on the proposed Scheme of Arrangement for Amalgamation of G G Engineering Limited (“Transferor Company”) and Integra Essentia Limited (“Transferee Company” / “Company”) and with their respective Shareholders and Creditors ("Scheme of Arrangement") convened pursuant to the directions of the Hon'ble National Company Law Tribunal, New Delhi Bench (“Hon’ble Tribunal”) vide its order dated April 24, 2025.

Ref: Section 230 – 232 of the Companies Act, 2013 read with relevant Rules made thereunder and Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir / Ma’am,

This is in reference to the above captioned subject and pursuant to the order passed by Hon’ble National Company Law Tribunal, New Delhi Bench in First Motion Application w.r.t the proposed Scheme of Arrangement under Section 230 – 232 of the Companies Act, 2013 and rules made thereunder.

Notice is hereby given that the Meeting of Equity Shareholders of the Company is scheduled to be held on Saturday, September 27, 2025 at 03:00 PM (IST) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the aforementioned Scheme of Arrangement.

A copy of the notice calling meeting of Equity Shareholders of the Company along with the requisite Annexures is enclosed herewith.

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The aforesaid Notice and the Explanatory statement together with the accompanying documents are also being uploaded on the website of the Company and can be accessed at following link: - - https://www.integraessentia.com/wp content/uploads/2025/08/V5_Notice - IEL_ESH_12.08.2025_compressed 1.pdf

The Schedule of the Meeting of Equity Shareholders is placed below:

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Day and Date : Saturday, September 27, 2025
Time : 03:00 PM (IST)
Mode of Meeting : Through Video Conferencing / Other Audio-Visual
Means (“VC”/ “OAVM”)
Mode of Voting Remote e-voting and e-voting at the Meeting
Venue of Meeting : Registered Office (Deemed venue for VC/ OAVM
meeting)
Cut-off date : Saturday, September 20, 2025
Commencing on : Wednesday, September 24, 2025, at 09:00 AM (IST)
Ending on : Friday, September 26, 2025, at 05:00 PM (IST)
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Submitted for your information. You are kindly requested to take the same on records.

Yours faithfully, For & on behalf of

Integra Essentia Limited

PANKAJ Digitally signed by PANKAJ KUMAR KUMAR SHARMA SHARMA

Pankaj Kumar Sharma

Company Secretary & Compliance Officer

Encl: Complete notice convening Meeting of Equity Shareholders of the Company for their requisite approval on the proposed Scheme of Arrangement

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NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF

INTEGRA ESSENTIA LIMITED

(Convened pursuant to Order dated April 24, 2025 read with orders dated May 15, 2025 and May 22, 2025, passed by the Hon’ble National Company Law Tribunal at New Delhi Bench (‘NCLT’))

Day	:	Saturday
Date	:	September 27, 2025
Time	:	03:00 PM(IST)
Mode of Meeting	:	Through Video Conferencing ('VC’)/ Other Audio-Visual Means (‘OAVM’)
Mode of Voting	:	Remote e-voting& E-votingat the meeting
Venue of Meeting	:	Registered Office (Deemed venue for VC meeting)

REMOTE E- VOTING:

Cut-off date	:	Saturday, September 20, 2025
Commencing on	:	Wednesday, September 24, 2025, at 09:00 AM(IST)
Ending on	:	Friday, September 26, 2025, at 05:00 PM(IST)

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INDEX

S. No.		Contents	Page No.
**1. **		Notice of the NCLT convened meeting of the Equity Shareholders of Integra Essentia Limited(‘Transferee Company’)(‘Meeting’) under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any amendments thereto and pursuant to the Order dated April 24, 2025, read with orders dated May 15, 2025 and May 22, 2025 of the Hon’ble NCLT, Delhi Bench(‘NCLT’).	01- 13
**2. **		Explanatory Statement under the provisions of Section 102 read with Section 230-232 of the Companies Act, 2013, Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable circulars issued bySEBI and anyamendments thereto.	14-30
**3. **		Annexure 1: Scheme of Arrangement for Amalgamation of G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’)and their respective Shareholders and Creditors under the provisions of Section 230-232 of the Companies Act, 2013 (“Scheme”/ “Scheme of Arrangement”).	31-59
**4. **		Annexure 2: Copy of Valuation Report dated June 29, 2024 issued by AxiologyValuetech Private Limited – Registered Valuer.	60-80
**5. **		Annexure 3:Fairness opinion dated June 29, 2024 issued by Corporate Professionals Capital Private Limited, SEBI Registered Category–I, Merchant Banker.	81-93
**6. **		Annexure 4: A. Report adopted by the Board of Directors of Transferor Company and Transferee Company pursuant to the provisions of Section 232 (2) (c) of the Companies Act, 2013. B. Reports of the Audit Committee of the Transferor Company and the Transferee Company each dated July 05, 2024. C. Reports of the Committee of Independent Directors of the Transferor Companyand the Transferee Companyeach dated July05,2024.	94-116
**7. **		Annexure 5: Audited Financial Statement of G G Engineering Limited for the financialyear ended March 31,2025.	117-152
**8. **		Annexure 6: Audited Financial Statement of Integra Essentia Limited for the financialyear ended March 31,2025.	153-231
**9. **		Annexure 7: Copy of Observation letter dated December 09, 2024 provided byBSE Limited(“BSE”)conveyingits ‘no objection’ on the Scheme.	232-234
**10. **		Annexure 8: Copy of Observation letter dated November 29, 2024 provided by National Stock Exchange of India Limited (“NSE”) conveying its ‘no objection’ on the Scheme.	235-238
**11. **		Annexure 9: Copy of the Complaints Report submitted by the Transferor Company to BSE Limited.	239-239
**12. **		Annexure 10: Copy of the Complaints Report submitted by the Transferee Company to BSE Limited and National Stock Exchange of India Limited.	240-240

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**13. **		Annexure 11: Accounting treatment Certificate issued by the Statutory auditor of the Transferor Company and the Transferee Company under Section 133 of the Companies Act,2013.	241-242
**14. **		Annexure 12: Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Transferor Company and the Transferee Company, its respective promoters and directors.	243-244
**15. **		Annexure 13: Latest Net Worth Certificate along with the Statement of Assets and Liabilities of the Transferor Company and Transferee Company, pre and post Scheme of Arrangement.	245-252
**16. **		Annexure 14:Additional information, if any, sought by NSE in Annexure M of its checklist and by BSE. Note: This Annexure M does not include the Scheme of Arrangement and the Valuation Report for which Annexure 1 and Annexure 2 of this Notice may be referred.	253-284
**17. **		Annexure 15: Pre and Post-Amalgamation Shareholding pattern of the Transferor Companyand Transferee Company.	285-305
**18. **		Annexure 16:Compliance Report submitted by the Transferor Company and the Transferee Company in terms of the SEBI Master Circular on Scheme of Arrangement(SEBI/HO/CFD/POD-2/P/CIR/2023/93)dated June 20,2023.	306-307
**19. **		Annexure 17: Copy of the Order dated April 24, 2025 read with orders dated May15,2025 and May22,2025passed byHon’ble NCLT,New Delhi Bench.	308-317

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1

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT NEW DELHI COMPANY APPLICATION C.A.(CAA) NO. 20 / ND / 2025

IN THE MATTER OF:

SECTION 230 – 232 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 AND 7 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

AND IN THE MATTER OF:

G G ENGINEERING LIMITED

Having its registered office at Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104.

..… (Transferor Company/ Non-Applicant Company)

AND

INTEGRA ESSENTIA LIMITED

Having its registered office at 607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, North West Delhi, Delhi, - 110034.

..… (Transferee Company/ Applicant Company)

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF INTEGRA ESSENTIA LIMITED (“TRANSFEREE COMPANY”/ “COMPANY”) AS PER THE DIRECTIONS OF HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

To,

The Equity Shareholders of Integra Essentia Limited (“Transferee Company”/ “the Company”)

1. NOTICE is hereby given that by the Order dated April 24, 2025 read with orders dated May 15, 2025 and May 22, 2025 (“ Order ”/ “NCLT Order” ), Hon’ble National Company Law Tribunal, New Delhi Bench, has directed that a meeting of the Equity Shareholders of the Company be held at the venue, date, time and mode as decided by the Chairperson in consultation with the counsel for the Company. As per the said Order, the Chairperson in consultation with the counsel for the Company, decided that the meeting of the Equity Shareholders will be convened through Video Conferencing / Other Audio Visual Means (“VC”/ “OAVM”) (“Meeting”) with facility of remote e- voting, for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement for Amalgamation of G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’) and their respective Shareholders and Creditors under the provisions of Section 230 – 232 of the Companies Act, 2013 (“Scheme”) . Accordingly, notice is hereby given that a meeting of the Equity Shareholders of the Company will be held through VC/ OAVM on Saturday, September 27, 2025, at 03:00 PM(IST) at which day, date and time you are requested to attend the meeting through VC/ OAVM without physical presence at a common venue.

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2

2. At the said meeting, following resolution will be considered and if thought fit, be passed, with or without modification(s) with the requisite majority:

“RESOLVED THAT pursuant to the provisions of Sections 230 – 232 and other applicable provisions, if any, of the Companies Act, 2013 ( “Act” ), the rules, circulars and notifications made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or reenactment thereof for the time being in force) as may be applicable and the enabling provisions of the Memorandum and Articles of Association of the Company and subject to the sanction of Hon’ble National Company Law Tribunal, New Delhi Bench ( “NCLT” ) and subject to such other approval(s), permission(s) and sanction(s) of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, 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 or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Arrangement for Amalgamation of G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’) and their respective Shareholders and Creditors (“Scheme”) , be and is hereby approved.

RESOLVED FURTHER THAT any Director or KMP(s) 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 requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as any one of the Director or KMP(s) may deem fit and proper. ”

1. Take further notice that the Equity shareholders shall have the facility and option to vote on the aforesaid resolution for approval of the Scheme by casting their votes (a) through e-voting system available during the meeting to be held virtually, or (b) by remote e-voting during the period as stated below:

Commencement of remote e-voting	Wednesday, September 24, 2025, at 09:00 AM (IST)
End of remote e-voting	Friday,September 26,2025,at 05:00 PM(IST)

It is clarified that votes may be cast by the equity shareholders by remote e-voting in terms of this Notice and casting of votes by remote e-voting does not disentitle them or their authorized representatives from attending the Meeting. However, the members or their authorized representatives who have cast their votes by remote e-voting will not be eligible to cast their votes by e-voting during the Meeting.

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1. Take further notice that a person, whose name is recorded in the Register of Members or Register of Beneficial Owners maintained by the RTA/Depositories as on the cut-off date, i.e., Saturday, September 20, 2025 (“Cut-off Date”) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting through VC/ OAVM. A person who is not an Equity Shareholder as on the Cut-off Date should treat the notice for information purpose only. The value of the votes cast shall be reckoned and scrutinized with reference to the said Cut-off Date in accordance with the books and records of the Company and where entries in the books are disputed, the Chairperson of the meeting shall determine the value for purposes of the said meeting.

2. Copies of the Scheme and of the Explanatory Statement, under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index are enclosed.

If so desired, shareholders of the Company can obtain copies of the Notice and the accompanying documents, i.e., Scheme of Arrangement and the Explanatory Statement under Section 102 and under Sections 230, 232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, free of charge, on any day (except Saturday, Sunday and public holidays) from the Registered Office of the Transferee Company at 607, 6[th] floor, Pearls Best Height-II, Netaji Subhash Place, Maurya Enclave, Delhi, India - 110034. Alternatively, a written request in this regard may be addressed to the Company Secretary at cs@integraessentia.com, along with details of shareholding such as demat account number / folio number, name, e-mail id and mobile number and the Company will arrange to send the same to you at your registered address.

1. Pursuant to the NCLT Order dated April 24, 2025 read with orders dated May 15, 2025 and May 22, 2025, Mr. Parvesh Khanna (Advocate) has been appointed as the Chairperson of the said meeting. Further, Mr. R.K Srivastava, has been appointed as the Scrutinizer of the said meeting of Equity Shareholders of the Company. The Scrutinizer, after the conclusion of e-voting at the Meeting, will unblock the votes cast through remote e–voting and votes cast at the Meeting in the presence of at least 2 (two) witnesses not in the employment of the Company, who shall make a consolidated Scrutinizer’s Report of the total votes cast in favor or against the aforesaid resolution and submit the same to the Chairperson of the Meeting. The Company shall declare on its website the results of the Meeting after receipt of the report from the Scrutinizer and submit to the Stock exchanges where the securities of the Company is listed within 2 (two) working days. Further, the Chairperson shall submit the report to NCLT in Form No. CAA-4, the result of the Meeting within 7 (Seven) days from the date of the conclusion of the Meeting.

2. The Scheme of Arrangement, if approved in the aforesaid meeting, will be subject to the subsequent approval of NCLT and such other approvals, permissions, and sanctions of regulatory or other authorities, if any.

Sd/-

Date: 11.08.2025 Place: New Delhi

Adv. Dr. Parvesh Khanna Chairperson appointed vide NCLT Order for the Meeting of Equity Shareholders of Integra Essentia Limited

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4

Notes:

1. Pursuant to the Order of the Hon’ble NCLT, New Delhi Bench dated April 24, 2025, read with orders dated May 15, 2025 and May 22, 2025 and relevant circulars issued by the Ministry of Corporate Affairs and SEBI, and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and decided by the Chairperson appointed for the said meeting in consultation with the Counsel for the Applicant Company, this Meeting is being held through video conferencing (“VC”) or other Audio-Visual Means (“OAVM”) to transact the business set out in the Notice of the Meeting.

2. The Notice of the meeting, Explanatory Statement along with accompanying documents mentioned in the index are sent through electronic mode and/or through post to the Equity Shareholders whose names appear in the register of members / list of beneficial owners as on Friday, August 08, 2025, as per the records of the Company / Depositories / Registrar and Transfer Agent (“RTA”) at their respective last known e‐mail addresses / postal address. The equity shareholders whose email addresses are not registered with the Company / Depositories, can register the same with RTA i.e. Skyline Financial Services (p) Ltd, -153/A,1st Floor, Okhla Industrial Area, Phase-1, New Delhi - 110020 , CIN: U74899DL1995PTC071324, Tel. No.: 011-26292682 / 26292683 / 30857575, Fax:011-30857562 / 26292681, Email: info@skylinerta.com , in case the shares are held in the physical form or with the Depositories if the shares are held in the DEMAT form. The equity shareholders may note that the aforesaid documents are available on the website of the Company and can be accessed / downloaded from: www.integraessentia.com and the website of Stock Exchanges, i.e., BSE Limited at www.bseindia.com , and National Stock Exchange of India Limited at www.nseindia.com and/or also available on the website of NSDL (agency for providing the Remote e-Voting facility) at https://www.evoting.nsdl.com.

3. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories / RTA as on the Cut‐off Date only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the Cut‐off Date, should treat the Notice for information purpose only.

4. The voting rights of the equity shareholders shall be in proportion to their shareholding in the Company as on the close of the business hours of Cut-off date. The shareholders who have acquired the shares of the Company after sending the notices but before the Cut-off date, can refer the Notices on www.integraessentia.com and/or on website of the Stock Exchanges, at www.bseindia.com and www.nseindia.com and/or on the website of NSDL at https://www.evoting.nsdl.com and shall be entitled to avail the facility of voting by electronic means only if his name is recorded in the Register of Members or Register of Beneficial Owners maintained by the Depositories / RTA as on the cut-off date.

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1. Since this meeting is being held through virtual mode, there will not be any physical attendance of equity shareholders. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting and hence, the proxy form and attendance slip are not annexed hereto. Consequently, there is no requirement to maintain the register of proxies as the meeting of the equity shareholders of the Company is being held through virtual mode. Further, no route map of the venue of the Meeting is annexed hereto, since this meeting is being held through Virtual Mode.

2. In event that joint holders are present at the Meeting, the right to vote shall vest exclusively in the joint holder whose name appears first in the register of members in respect of the joint holding.

3. Institutional/ Corporate Shareholders (i.e. other than individuals/ HUF/ NRI, etc.) are required to send a scanned copy (PDF/JPG format) of its Board or governing body Resolution/ Authorisation etc., authorizing its representative to attend and vote on their behalf at the Meeting. The said Resolution/ Authorisation shall be sent to the Scrutinizer by e-mail at r.k.srivastava4762@gmail.com, with a copy marked to cs@integraessentia.com.

4. The attendance of the Members attending the Meeting through Virtual Mode will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013, and as per the terms of the NCLT Order. Attendance at such meeting shall be recorded in the minutes of the meeting instead of taking physical attendance slips.

5. The quorum of the meeting of the Equity Shareholders as directed in the NCLT Order, shall be 1,84,336 Equity Shareholders (in number) of the Transferee Company. The proxy(ies) will not be counted for the calculation of the quorum for the above meeting of the Equity Shareholders. In case, the quorum is not present at the time of the meeting then the meeting shall be adjourned by half an hour. Thereafter, the persons present and voting shall be deemed to constitute the quorum.

6. The Members can join the Meeting through Virtual Mode 15 minutes before and during the meeting after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the proceedings and participate at the Meeting by logging into the e‐Voting website at https://www.evoting.nsdl.com.

7. Further, in accordance with the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023, the Scheme shall be acted upon only if the number of votes cast by the public shareholders in favour of the aforesaid resolution for the approval of the Scheme is more than the number of votes cast by the public shareholders against it.

8. All documents referred to in the accompanying Notice and the Explanatory Statement along with the Statutory Registers maintained by the Transferee Company will be available for inspection by the Equity Shareholders at the registered office of the Company between 11.00 AM (IST) and 5.00 PM (IST) on all working days up to the date of the meeting and also in electronic mode. Equity Shareholders seeking to inspect such documents through electronic mode can send an email to cs@integraessentia.com.

9. The result shall be reported to the NCLT by the Chairperson within the time fixed by NCLT (i.e., within 7 days of conclusion of Meeting), as directed in the NCLT Order.

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6

1. This Notice, along with copy of the Scheme of Arrangement and other enclosures is also displayed/ posted on the website of the Company: www.integraessentia.com , website of Stock Exchanges i.e., BSE Limited at www.bseindia.com , National Stock Exchange of India Limited at www.nseindia.com and/ or website of E-voting service provider i.e. NSDL at https://www.evoting.nsdl.com.

2. The Notice convening the meeting of the Equity Shareholders in Form CAA‐2, containing the requisite details will be published through advertisement in the following newspapers, namely, (i) Business Standards, English Newspaper; and Business Standards, Hindi Newspaper both in Delhi editions.

3. Members who have not registered their e‐mail addresses so far, are requested to register their e‐ mail address for receiving all communications.

4. The Chairperson of the meeting shall, during and 15 minutes after the conclusion of the meeting, allow voting with the assistance of the Scrutinizer, for all those Equity Shareholders who are present at the meeting and who have not cast their votes by availing the remote e-voting facility.

5. Members, who would like to express their views or ask clarifications during the said meeting will have to register themselves as a speaker during the period starting from Wednesday, September 24, 2025 From 09:00 AM (IST) to Thursday, September 25, 2025 up to 05:00 PM (IST) by sending the requests from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number, email address at cs@integraessentia.com and a link will thereafter be provided to the registered speakers for participating in the Meeting. Only those members who have registered themselves as a speaker will be allowed to express their views/ ask clarifications during the said meeting. The Company reserves the right to restrict the number of speakers/ questions depending on the availability of time for the said meeting. Please note that only the members holding the shares as on cut-off date will be eligible to register as speakers. The Company may respond suitably to those shareholders who had sent requests to the Company to express their views/questions but due to paucity of time did not get opportunity to ask questions during the Meeting.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE MEETING THROUGH VC/ OAVM ARE AS UNDER:

The e-voting facilities will be provided in the following manners: -

• (i) The remote e-voting period commences on Wednesday, September 24, 2025, at 09:00 AM (IST) and ends on Friday, September 26, 2025, at 05:00 PM (IST) During this period equity shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. Saturday, September 20, 2025 , may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 , read with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-

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7

voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select

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“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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Individual Shareholders	1) Users who have opted for CDSL Easi / Easiest facility, can
holding securities in demat	login through their existing user id and password.
mode with CDSL	Option will be made available to reach e-Voting page
	without any further authentication. The users to login Easi /
	Easiest are requested to visit CDSL website
	www.cdslindia.com and click on login icon & New System
	Myeasi Tab and then user your existing my easi username &
	password.
	2) After successful login the Easi / Easiest user will be able to
	see the e-Voting option for eligible companies where the
	evoting is in progress as per the information provided by
	company. On clicking the evoting option, the user will be
	able to see e-Voting page of the e-Voting service provider
	for casting your vote during the remote e-Voting period.
	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.

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9

3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand 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.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e- Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e- Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911.

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

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

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10

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains ‘ ’ ‘ ’

4. your User ID and your initial password .

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11

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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

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

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to r.k.srivastava4762@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking

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12

on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to at evoting@nsdl.com

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@integraessentia.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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

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12 A

SUMMARY INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE MEETING THROUGH VC/ OAVM ARE AS UNDER

1. Remote E-Voting Period Commences on Wednesday, September 24, 2025 , at 09:00 AM and ends on Friday , September 26, 2025 , at 05:00 PM. Equity shareholders holding shares in physical or demat form as on September 20, 2025 (cut-off date) can vote electronically during the voting period. After this, NSDL will disable the e-voting facility.

2. Shareholders who have voted before the meeting date cannot vote again at the meeting.

A) Access to NSDL e-Voting System

1. Update Contact Details – Ensure your mobile number and email are updated in your demat account for e-voting access.

2. NSDL Demat Holders –

• If registered with IDeAS : Visit https://eservices.nsdl.com, log in, go to e-Voting Services , select the company, and proceed.

• If not registered: Register online at the same link or log in directly at https://www.evoting.nsdl.com using your 16-digit demat account no., password/OTP, and verification code.

• You can also use the NSDL Speede mobile app.

• CDSL Demat Holders –

• If using Easi/Easiest : Log in at www.cdslindia.com, go to e-Voting , select the company, and proceed.

• If not registered: Register for Easi/Easiest on the same site or use the direct eVoting link by entering demat account no. and PAN, then authenticate via OTP.

• Through Depository Participant – You can log in via your demat account credentials with your DP (registered with NSDL/CDSL) and select the e-Voting option.

• Authentication – After successful login, you’ll be redirected to the NSDL site; select the company name and proceed to voting.

• Mobile App Users – For NSDL accounts, scanning the QR code for NSDL Speede allows direct access.

• First-Time Users – Retrieve your initial password from NSDL email; the password is your client ID (demat) or folio number (physical).

• Password Help – If you forget your password, use the “Forgot User Details/Password” link on NSDL/CDSL websites or email evoting@nsdl.com.

9. Helpdesk Contacts –

• NSDL : evoting@nsdl.com / 022-4886 7000

• CDSL : helpdesk.evoting@cdslindia.com / 1800-21-09911

B) Login Method for Shareholders

Step 1: Login Method for Shareholders – Physical & Non-Individual Demat Accounts

1. Go to https://www.evoting.nsdl.com/ from your computer or mobile.

2. On the homepage, under “Shareholder/Member”, click Login .

3. Enter User ID , Password/OTP , and the Verification Code shown.

4. User ID format :

5. NSDL Demat: 8-character DP ID + 8-digit Client ID (e.g., IN300 12 ***)

6. CDSL Demat: 16-digit Beneficiary ID (e.g., 12**)

7. Physical shares: EVEN Number + Folio Number (e.g., 101456001***)

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12 B

1. If you are registered for NSDL e-services (IDEAS) , you can log in at https://eservices.nsdl.com/ → select e-Voting → proceed to voting.

2. Password:

3. Already registered: Use your existing e-voting password.

4. First-time user: Retrieve “initial password” from the email sent by NSDL (check PDF attachment; password is your Client ID/Folio Number).

5. If your email is not registered, follow the process for unregistered email holders as per notice.

6. Forgot password? Use “Forgot User Details/Password?” (for demat) or “Physical User Reset Password?” (for physical shares) on the NSDL site, or email evoting@nsdl.com with account/folio details.

7. You can also log in using OTP-based login if available.

10. After entering the password, tick Agree to Terms & Conditions → click Login → voting homepage will open.

Step 1: Login Method for Individual Shareholders - Demat Mode

1. With NSDL : Login at https://eservices.nsdl.com (IDeAS), https://www.evoting.nsdl.com, or via NSDL Speede app. Use your demat credentials, then click company name to vote.

2. With CDSL : Login at https://www.cdslindia.com via Easi/Easiest or e-Voting link. Authenticate using OTP sent to your registered mobile/email.

3. Through Depository Participant (DP) : Use DP login, select e-Voting option, then Company name.

Step 2: Cast Your Vote (NSDL e-Voting)

1. After logging in, view the list of companies (“EVEN”) where you hold shares.

2. Select the company’s EVEN to vote.

3. On the Voting page, choose Assent or Dissent, verify/adjust share quantity, then click Submit and Confirm.

4. A message “Vote cast successfully” will appear.

5. You may print the confirmation page for your records.

6. Once confirmed, your vote cannot be changed.

C) General Guidelines for Shareholders

1. Institutional shareholders (other than Individuals, HUF, NRI) must email a scanned Board Resolution/Authority Letter with attested authorized signatory’s specimen signature to r.k.srivastava4762@gmail.com (copy to evoting@nsdl.com ), or upload it under the eVoting tab after login.

2. Do not share your password . After 5 failed login attempts, access will be blocked and must be reset via the “Forgot Password” or “Physical User Reset Password” option at www.evoting.nsdl.com.

3. For queries, refer to FAQs/User Manual at www.evoting.nsdl.com or contact NSDL at 0224886 7000 / 022-2499 7000 or evoting@nsdl.com .

4. A shareholder requiring a demonstration of the e-voting process may access it at the following link: https://youtu.be/9JqOqo2-ApA?feature=shared.

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

1. The procedure for attending meeting & e-voting on the day of the court convened meeting is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the Meeting.

4. Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the Meeting but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@integraessentia.com These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the Meeting.

10. If any Votes are cast by the shareholders through the e-voting available during the Meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting

Date: 11.08.2025 Place: New Delhi

Sd/Adv. Dr. Parvesh Khanna Chairperson appointed vide NCLT Order for the Meeting of Equity Shareholders of Integra Essentia Limited

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14

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT NEW DELHI COMPANY APPLICATION C.A.(CAA) NO. 20 / ND / 2025

IN THE MATTER OF:

SECTION 230 – 232 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 AND 7 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

AND

IN THE MATTER OF:

G G ENGINEERING LIMITED

Having its registered office at Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104.

..… (Transferor Company/ Non-Applicant Company)

AND

INTEGRA ESSENTIA LIMITED

Having its registered office at 607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, North West Delhi, Delhi, - 110034.

..… (Transferee Company/ Applicant Company)

EXPLANATORY STATEMENT UNDER SECTION 102 READ WITH SECTIONS 230(3) OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

1. Pursuant to the Order passed by the Hon’ble National Company Law Tribunal, New Delhi Bench (“NCLT”) dated April 24, 2025 read with orders dated May 15, 2025 and May 22, 2025 (“Order”/“NCLT Order”), a meeting of the Equity Shareholders of Integra Essentia Limited (‘Transferee Company’) is being convened and held through VC/ OAVM on Saturday, September 27, 2025 at 03:00 PM (IST) for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement for Amalgamation of G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’) and their respective Shareholders and Creditors (“Scheme”/ “Scheme of Arrangement”) under the provisions of Section 230-232 of the Companies Act, 2013 (“Act”) (including any statutory modification or re-enactment or amendment thereof for the time being enforced) read with the rules issued there under. Notice of the said meeting together with the copy of the Scheme along with annexures are enclosed herewith. This Explanatory statement explaining the terms of the Scheme is being furnished as required under section 102 read with section 230-232 of the Companies Act, 2013.

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15

2. The draft Scheme was placed before the Audit Committee and Board of Directors of the Transferee Company initially at their respective meetings held on July 05, 2024. In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023, the Audit Committee of the Transferee Company vide a resolution passed on July 05, 2024 at their meeting recommended the Scheme to the Board of Directors of the Transferee Company, inter alia, taking into account the Valuation Report dated June 29, 2024 issued by Axiology Valuetech Private Limited, Independent Registered Valuer and Fairness Opinion dated June 29, 2024 issued by SEBI Registered Category–I, Merchant Banker namely Corporate Professionals Capital Private Limited. The Board of Directors of the Transferee Company approved the Scheme at its meeting held on July 05, 2024.

3. List of the Companies/ Parties involved in the Scheme: (i) G G Engineering Limited (‘Transferor Company’)

• (ii) Integra Essentia Limited (‘Transferee Company’)

4. Details of the Companies involved in the Scheme:

A. G G ENGINEERING LIMITED

• a) G G Engineering Limited (hereinafter referred to as “GGEL” or “Transferor Company”) is a Public Limited Company bearing CIN L28900MH2006PLC159174, was incorporated on January 23, 2006 under the provisions of Companies Act, 1956. The Registered office of the Transferor Company is presently situated at 203, 2[nd] Floor, Shivam Chambers Coop Soc Ltd. S. V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra.

PAN: AACCG9819N Email: cs.ggengg@gmail.com

• b) The Transferor Company is a company having its equity shares listed on the bourses of BSE Limited (BSE).

• c) The main objects of the Transferor Company as per the memorandum of Association are as follows:

“To do the business of manufacturing, assemble, process, job work, fabricate, deal in sheet metal components, turned parts, light forgings, tools, dies, power generating machines, electrical control panels, components and accessories, imported substitutes and to buy, sell import, export, fabricate, power coating, maintain, treat, prepare and deal in iron and steel forgings, sheet metal components, turned parts, aluminium forgings, alloy forgings, castings, stamping, brass parts, spare parts of all kind of machinery and all allied lines and to undertake sheet metal press and all other engineering jobs including setting up of job shop, tool shop and the like.”

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16

• d) The Authorized, Issued, Subscribed and Paid-up Capital of the Transferor Company as on Appointed Date is as follows:

Particulars	Amount(Rs.)
Authorized Share Capital 1,65,00,00,000 Equity Shares of Rs. 1/- each	1,65,00,00,000
Total	1,65,00,00,000
Issued, Subscribed and Paid-up Share Capital 1,58,44,98,800 EquityShares of Rs. 1/- each	1,58,44,98,800
Total	1,58,44,98,800

There is no change in the capital structure since the appointed date.

• e) Details of change in name, registered office or objects of the Transferor Company during the last five years:

• There is no change in the name clause of the Transferor Company.

• There is no change in the registered office of the Transferor Company.

• There is no change in the objects of Transferor Company.

• f) Details of the present promoter / promoter group and directors of the Transferor Company are as follows:

● Promoter / Promoter Group

S. No.	Name	Category	Address
1.	Kamal Beriwal	Promoter	B J 95 North West Delhi Shalimar bagh 110088

● Directors

S. No.	Name	Designation	DIN	Address
1.	Atul Sharma	Managing Director	08290588	H.no 73/7 Pana Udyan Vishwakarma Road, Narela Delhi-110040
2.	Deepak Kumar Gupta	Director	00057003	A-10, Lok Vihar, Saraswati Vihar,Pitampura-110034
3.	Poonam Dhingra	Director	09524982	House No A 58, Ground Floor, Palladians, Mayfield Gardens, Sector 47, Gurgaon- 122018
4.	Om Prakash Aggarwal	Director	09553402	B-3/239 1stFloor Paschim Vihar, Delhi-110063
5.	Ashish Kumar	Additional Director	09668119	House No. 387, Ground Floor, Pathan Pura, Near Geeta Bhawan, Bhola Nath Nagar, Shahdara, Delhi—110032
6.	Ram Manorath Gupta	Whole-Time Director	10679592	N - 991, Mangolpuri, North West Delhi - 110083

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17

• g) As on 31.03.2025, the amount due to the Secured Creditors of Transferor Company is Rs. 143.96 Lacs and to Unsecured Creditors is Rs. 2,007.86 Lacs.

B. INTEGRA ESSENTIA LIMITED

• a) Integra Essentia Limited (hereinafter referred to as “IEL” or “Transferee Company”) is a Public Limited Company bearing CIN L74110DL2007PLC396238 was incorporated on 06[th] August 2007 under the provisions of Companies Act, 1956. The registered office of the Transferee Company is presently situated at 607, 6[th] Floor, Pearls Height- II, Netaji Subhash Place, Maurya Enclave, Northwest Delhi, New Delhi -110034.

PAN: AABCF1212H

Email ID: cs@integraessentia.com

• b) The Transferee Company is a listed entity having its Equity Shares listed on the bourses of BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

• c) The main objects of the Transferee Company as per the memorandum of Association are as follows:

• (i) To carry on the business of manufacturers, processor, producer, traders, dealers, distributor, stockiest, agents, exporters and importers of clothing and wearing apparel, gannents and dresses of every kind, nature and description, sportswear, home textiles products, and their raw-materials including cotton, kapas, cotton waste, staple waste, silk, polyester or man-made fibers, fibrous material, filaments, yarns and fabrics of all kind, and to enter into forward transactions, contracts or otherwise deal in all or any of these items, and of spinning, blending, combing, weaving, knitting, bleaching, processing, dyeing, printing, making or otherwise processing any other fabrics or finished articles thereof, and of manufacturing the chemicals, dyestuffs, equipment's, washing, bleaching and dyeing materials, raw materials, packaging materials and all other requisites needs or all or any of the above purposes and byproducts thereof .

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18

• (ii) To carry on business of sale, purchase, import, export, distribute, produce, process or otherwise deal in all kind of life necessities, essentials goods, items of basic human needs, food items, agriculture products, fruits, vegetable, seeds, other herbal, natural and forest products, organic and inorganic products, including cultivation, harvesting, raising, processing thereof, and to set up limits, cold-storage, plants, warehouses etc. and to undertake the activities for preservation, transportation, packing, stocking, branding and distribution thereof and to act as broker, trader, agent, C & F agent, shipper, commission agent, distributor, representative, franchiser, collaborator, stockiest, importer, exporter, merchandiser of all kind of FMCG products, processed and semi processed food products, beverages, instant foods, exotic foods, super foods, vegetable and non-vegetable packed foods, ready to eat food items, frozen, confectionaries foods, tinned foods, fats and proteins, health products, baby foods, diet food, food product additives, food supplements, food ingredients, fruit pulps, sausages, jams, dry fruits including cashews, raisins, almonds, pistachios, nuts etc., mixed dry fruits, fruit products, bakery products, cereals, pulses, paddy, rice, wheat, grains, dairy products, all kind of soya products, edible oils, essential oils, spices, mineral, mixtures, mineral waters, spirits and liquor, whether for human consumption or for industrial use or as fuel or otherwise, critic acid, vinegar, acetic and liquor sugar, glucose, malts, hops, grain, aerated water, ethanol, carbonic acid, gas, dry ice and all raw material and intermediaries of the highest grade, style and/or other household and groceries items and consumable products of every description for human consumption, and all agriinputs, fertilizers, manures, plant and animal foods, pesticides, insecticides, fungicides and all types of chemicals needed in human life.

• (iii) To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing, or supplying, trading, processing, manufacturing, dealing in any manner whatsoever in all type of building materials, housing, construction, infrastructure related items, raw materials of all kinds, cements, steel bars and other items, chemicals, adhesives, colors, decorative materials, stone, timber, teak, board, fiber, paper, glass, n1bber, plastic or other natural or synthetic substance and items made from combination thereof, home decor items, office accessories, dinning and bar accessories, hard ware, bath room accessories, articles made of wax, SS Tanks, pipes, metal sheet, sheets , ceramic, wood, leather, glass acrylic, plastic and other metal/ alloy sheets and other products required and/or used in the house hold/ official goods, architectural, construction, automobiles, railway transport and other allied sectors on retail as well as on wholesale basis in India or elsewhere, either alone or in conjunction with others.

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• (iv) To carry on the business, in India and abroad, of dealer, trader, import and export agents, representatives, contractors, buying and selling agents brokers, importers, buyers, sellers, exporters and to buy sell, or otherwise trade and deal in goods, produce, articles, products and merchandise of all types, on a wholesale cash and carry basis including minerals and metals, stainless and special steels, alloys and ferrous, nonferrous metals, auto parts, tools and implements dies, jigs, steel pipes and tubes pipe fittings, iron and steel products, cast iron, steel and tubular structural, scrap, chemicals and petrochemicals, capital goods, household articles, general merchandise, electronic items, electrical appliances, apparels, accessories, stationery items, over the counter drugs, home and office furnishing, beauty and lifestyle products, and other ancillary items,3 and to carry on all or any of the businesses of procurers, generators, suppliers, distributors, converters, transmitters, storers, carriers, importers and exporters of, and dealers in, all kind of products, services essential for life's energy needs, from all or any kind of sources or forms of energy.

• (v) To enter into business arrangement, joint venture, strategic alliances and other partnerships, in India and abroad with other persons, bodies corporates, other arrangements and to subscribe, invest, acquire, purchase, hold, dispose, sell shares share-stock, units, negotiable instruments, forex, currency contracts, derivatives, options, debentures stock, bonds mortgage, obligations, securities of any kind, movable and immovable assets of whatsoever nature whether in India or elsewhere as may be conducive to the businesses, long-term objectives of the company.

• (vi) To carry on business of purchase, sale, subscription, acquisition, investment or dealing in shares, units, negotiable instruments, foreign exchange, debentures, bonds, obligations, mortgages, and securities of any kind, movable and immovable assets and any interest therein and lending and advancing money or give credit to any persons and to advance loans and to make investment in securities, shares, mutual funds, bonds, warrants, debentures, or any other kind of interest or instrument carrying rights.

• (vii) To carry on new edge technology and data driven businesses, trades and activities, essentials for enhancing quality of life, livelihood, overall environment or otherwise, having economic values and to undertake these businesses either individually or in collaboration with other persons, companies or corporations and to enter into agreements and contracts, strategic alliances, business association, joint ventures, partnerships or into any arrangement for sharing profits, union of interest, cooperation, reciprocal concession or other alike business propositions, with such person, firm, corporate or other entity carrying on or engaged in or about to carry on or engage in any business or transaction which this company is authorised to carry on or engage in or any business or undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the company.

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• d) The Authorized, Issued, Subscribed and Paid-up Capital of the Transferee Company as on the Appointed date is as follows:

Particulars	Amount (Rs.)
Authorized Share Capital 1,25,00,00,000 shares of Rs. 1/- each	1,25,00,00,000
Total	1,25,00,00,000
Issued, Subscribed and Paid-up Share capital 1,06,76,90,544 Equity Shares of Rs. 1/- each	1,06,76,90,544
Total	1,06,76,90,544

There is no change in the capital structure since the appointed date.

• e) Details of change in name, registered office or objects of the Transferee Company during the last five years:

• On February 16, 2022, the name of the Transferee Company was officially changed from “Integra Garment and Textile limited” to its present name that is, “Integra Essentia Limited”;

• On April 06, 2022, the registered address of the Transferee Company was shifted from the state of Maharashtra to its current registered address;

• There is no change in the objects of Transferee Company.

• f) Details of the present promoter/ promoter group and directors of the Transferee Company are as follows:

• Promoter / Promoter Group

Name	Category	Address
Vishesh Gupta	Promoter	F-14/9, Model Town Part – II, Dr. Mukherjee Nagar, North West Delhi, Delhi - 110009

• Directors

● Dire	ctors
S. No.	Name	Designation	DIN	Address
1.	Gunjan Jha	Director	09270389	House No-191,4th Floor, School Block Shakarpur, L Corner Building Shakarpur, East Delhi-110092
2.	Sony Kumari	Director	09270483	E-30B, Flat No. 8, 2nd Floor Chhatarpur Extension Near Suman Chowk, Chattarpur, Delhi 110074

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3.	Manoj Kumar Sharma	Whole-Time Director	09665484	H.No.17 B Block, 5/6, Gurunanak Dev Colony Bhalaswa Dairy, Libaspur, North West Delhi, New Delhi,India - 110042
4.	Gurpreet Singh Bhatia	Director	10119925	152, Golden Avenue, Amritsar-II, Punjab, India- 143001
5.	Shweta Singh	Whole-Time Director	09270488	A-41/42, Pandav Nagar, A Block, Mother Dairy, Shankar Pur, Baramad, East Delhi - 110092
6.	Deepak Kumar Gupta	Whole-Time Director	00057003	A-10, Lok Vihar, Saraswati Vihar, Pitampura North West Delhi - 110034

• g) As on 31.03.2025, the amount due to the Secured Creditors of Transferor Company is Rs. 68.16 Lacs and to Unsecured Creditors is Rs. 1,731.88 Lacs.

5. Relationship between the Transferor Company and the Transferee Company.

• Mr. Deepak Kumar Gupta, is a common director in the Transferor Company and the Transferee Company.

6. Details of the Board meeting at which the proposed Scheme was approved by the Board of Directors of the Transferor Company and the Transferee Company including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution.

For Transferor Company:

Date of the Board meeting at which the Scheme was approved by the Board of directors: July 05, 2024.

2024.
S. No.	Name of the directors	Details(voted in favour/ voted against/ didn’t vote)
1.	Atul Sharma	Voted in Favour
2.	Deepak Kumar Gupta	Voted in Favour
3.	Om Prakash Aggarwal	Voted in Favour
4.	Ram Manorath Gupta	Voted in Favour

For Transferee Company:

Date of the Board meeting at which the Scheme was approved by the Board of directors: July 05, 2024.

S. No.	Name of the directors	Details(voted in favour/ voted against/ didn’t vote)
1.	Gunjan Jha	Voted in Favour
2.	SonyKumari	Voted in Favour

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3.	Deepak Kumar Gupta	Voted in Favour
4.	Anshumali Bhushan	Voted in Favour

7. Approvals Required

For the purpose of giving effect to the proposed Scheme, following approvals are required:

S. No.	Particulars	Status of Approval/NOC
1.	SEBI through Stock Exchanges	BSE Limited was appointed as the designated Stock Exchange by the Transferor Company and the Transferee Company for the purpose of coordinating with SEBI, pursuant to SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The Transferor Company and Transferee Company have received Observation letter regarding the Scheme from BSE vide its letter dated December 09, 2024 and from NSE vide its letter dated November 29, 2024. There are no adverse observations made by both the Stock Exchanges. A copy of the Observation letters received from BSE and NSE are annexed with this Notice.

8. Pre and Post Scheme of Arrangement - Capital Structure

	**(Amount in INR) **	**(Amount in INR) **	**(Amount in INR) **
Particulars	Pre (as on 31.03.2025)		Post (Expected)
	Transferor Company	Transferee Company	Transferee Company
Equity Share Capital	1,58,44,98,800 (divided into 1,58,44,98,800 Equity Shares of Re. 1/- each)	1,06,76,90,544 (divided into 1,06,76,90,544 Equity Shares of Re. 1/- each)	1,82,82,49,948 (divided into 1,82,82,49,948 Equity Shares of Re. 1/- each)

9. Pre and Post Scheme of Arrangement – Shareholding Pattern:

For Transferor Company

Equity Shareholders:

Category of shareholder	Pre (as on 31.03.2025)	Pre (as on 31.03.2025)	Post	Post
	No. of Shares	% of Holding	No. of Shares	% of Holding
Promoter/ Promoter Group	2,00,00,000	1.26	-	-
Public	1,56,44,98,800	98.74	-	-
Total	1,58,44,98,800	100.00	-	-

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For Transferee Company Equity Shareholders:

Category of shareholder	Pre (as on 31.03.2025)	Pre (as on 31.03.2025)	Post (Expected)	Post (Expected)
	No. of Shares	% of Holding	No. of Shares	% of Holding
Promoter/ Promoter Group	22,22,19,757	20.81	17,05,78,271	9.33
Public	84,54,70,787	79.19	1,65,76,71,677	90.67
Total	1,06,76,90,544	100.00	1,82,82,49,948	100.00

The detailed Pre and Post Scheme of Arrangement Shareholding Pattern of the Transferor Company and Transferee Company are annexed herewith.

10. Summary of Valuation Report and Fairness Opinion:

• a) Valuation Report dated June 29, 2024 issued by Axiology Valuetech Private Limited – Registered Valuer and Fairness Opinion dated June 29, 2024 issued by SEBI Registered Category–I, Merchant Banker namely Corporate Professionals Capital Private Limited. Share Exchange Ratio is as under –

“Integra Essentia Limited” (Transferee Company) shall issue and allot 48 (Forty Eight) Equity shares of Face value of INR 1.00/- (Rupees One Each) each to Equity shareholders of “GG Engineering Limited” (Transferor Company) for every 100 (One 𝑯𝒖𝒏𝒅𝒓𝒆𝒅 ) Equity Shares of Face value of INR 1/- (Rupees One Each) each held by them in the Transferor Company”.

• b) Basis of Valuation and Fairness Opinion: For the Transferor Company - Since the Transferor Company will transfer its business to the Transferee Company through the Scheme and its operations will continue under the name of the Transferee Company, the valuer has deemed it appropriate to assign no weightage to the Discounted Free Cash Flow (DCF) Method. Further, the values derived under the DCF Method and the Net Asset Value (NAV) Method do not adequately reflect the fair value as indicated by the Market Price Method. Considering that the Transferor Company is listed on BSE Limited and is frequently traded, the valuer has considered it appropriate to assign 100% weightage to the Market Price Method (based on 90 trading days and 10 trading days volume-weighted average price).

For the Transferee Company - The valuer has considered that the Transferee Company is currently engaged in four distinct business operations. To project its future earnings and determine fair value, the valuer has applied the Discounted Cash Flow (DCF) Method in conjunction with the Market Price Method, based on the trading activity of the Company’s shares on the National Stock Exchange (NSE). The valuation process did not rely solely on a single method; instead, an equal weightage has been assigned to both the DCF Method and the Market Price Method.

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Further, refer the Valuation Report and Fairness Opinion annexed with this Notice, for the complete details including the basis of valuation, methodologies adopted, share exchange ratio etc.

11. There is no Capital/ Debt Restructuring in the Scheme.

12. Effect of the Scheme on Stakeholders

The effect of the Scheme on various stakeholders is summarized below:

i. Shareholders, promoter and non-promoter shareholders

The Company only has equity shareholders and does not have any preference shareholders. Upon the Scheme becoming effective and in consideration of vesting and undertaking, as defined under the Scheme, the Transferee Company shall allot equity shares to shareholders of the Company in the following ratio:

“Integra Essentia Limited” (Transferee Company) shall issue and allot 48 (Forty- Eight) Equity Shares of Face Value of INR 1/- (Rupee One Each) each to Equity Shareholders of “G G Engineering Limited” (Transferor Company) for every 100 (One Hundred) Equity Share of Face Value of INR 1/- (Rupee One Each) each held by them in the Transferor Company.”

The shares to be allotted to the shareholders of the Company shall rank pari passu in all respects with the then existing shareholders of the Transferee Company from the Appointed Date.

Considering the overall rationale and benefit of the Scheme, the Board is of the view that the Scheme is in the best interest of all the stakeholders including shareholders of the Company.

ii. Directors and Key Managerial Personnel (KMP)

The KMP and Directors of the Company will continue to hold their respective positions following the effectiveness of the proposed Scheme.

No KMPs and directors are expected to have disproportionate advantage or disadvantage in any manner.

iii. Employees

Under the Scheme, no rights of the staff and employees of the Company are being affected. The services of the staff and employees of the Company shall continue on the same terms and conditions applicable prior to the proposed Scheme.

iv. Creditors

The Scheme will have no prejudicial effect on the Creditors of the Company. No compromise is proposed with any creditors of the Company under the proposed Scheme. The liability of the creditors of the Company, under the Scheme, is neither being reduced nor being extinguished and the Company shall pay off its creditors in its normal course of business.

v. Debenture holders, and Debenture Trustees Depositors and Deposit Trustees

The Company has neither accepted any deposits from any person nor issued any debentures.

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13. Effect of compromise or arrangement on material interests of directors, Key Managerial Personnel (KMP) and debenture trustee.

The Scheme does not have any effect on the material interests of the directors, Key Managerial Personnel and Debenture Trustee.

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Transferor Company and Transferee Company along with their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their respective shareholding in the Transferor Company and Transferee Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme.

Further, as none of the companies have any debenture trustee, accordingly there is no effect on any debenture trustee under the Scheme.

14. Need, Rationale and Benefit of the Scheme:

• (i) This Scheme of Amalgamation would result, inter-alia, in the following synergies for both the Transferor and Transferee companies and thereby preserving and creating value for its shareholders, creditors and various other stakeholders:

● Expansion into the Formulation Business:

The Transferee Company is in the business of superior infrastructure infrastructural & structural steel, and engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering set-ups, among others. The Merger will enhance and strengthen the Transferee Company’s Infrastructure division, improving its operational capabilities and market competitiveness. It aims to enrich the combined product offerings and expand the customer base both locally and globally.

● Takeover / Discharge of the debt of the Transferor Company and thereby relieve it from financial stress:

The Transferor Company has been under severe financial stress and has been facing challenges in discharging its debt obligations, with a significant lump-sum payment due in March 2024. The Transferor Company has in the past made numerous efforts to raise funds to fulfil its debt repayment obligations without much success and thereby pushing the Transferor Company to brink of an IBC process which may lead to disintegration of the promising formulation business and various stakeholders losing their value.

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The Proposed Amalgamation will offer a bail out to the Transferor Company from its debt obligation by providing the necessary funds to discharge its debt and ensure continuity of its formulation business and preservation of shareholder value, alleviating creditors/ lenders pressure and ensuring a stronger / debt free merged entity ready for the long haul.

● Value creation for Shareholders:

The Proposed Amalgamation is expected to contribute to economic value creation for both Transferor and Transferee companies. The shareholders of Transferor company will benefit from reduced finance costs, improved profitability and additional resources to fund the growth of formulations business. The shareholders of the Transferee company are expected to benefit from Business expansion. Shareholders of both Company are also likely to benefit from the increased value created through business synergies, cost savings, reduction in administrative / operating costs and improved financial performance of the merged entity.

● Simplification of Group structure:

The Proposed Amalgamation would lead to simplification of the Group structure by reducing one listed company, and thereby eliminating inefficiency and cash trap on distribution of profits to shareholders in future. This will also lead to reduction of higher compliance/ reporting burden and administrative cost by reduction of one listed company. All of this will result in higher operational efficiencies and maximize value for the shareholders of both the companies.

● Focused management, synergies, and Growth prospects:

The Proposed Amalgamation would not only create economies of scale but also simplify management and strategic focus, leading to a better long-term performance. The Amalgamation will facilitate better and more efficient control over the business and financial conduct of the merged company allowing a more streamlined and coordinated approach to governance and strategic decision-making.

The combined entity, on the back of its financial stability is likely to attract more opportunities for organic and inorganic growth viz., partnerships, acquisitions, and market expansion, translating into enhanced financial prospects.

In summary, the amalgamation of the Transferor Company with the Transferee Company is driven by strategic business objectives of preserving businesses of both companies, build strong foundation and achieve market competitiveness by combing the collective strength of both the companies, achieving business and operational synergies & efficiencies, improved financial stability and performance, and thereby preserving and creating long-term value for its various stakeholders.

• (ii)Due to the aforesaid reasons, it is considered desirable and expedient to amalgamate all the companies in accordance with this Scheme, pursuant to Section 230 – 232 of the Companies Act, 2013.

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15. Salient features of the Scheme are:

• (a) Appointed Date means July 01, 2024 or such other date as may be approved by the Hon’ble National Company Law Tribunal or by such other competent authority having jurisdiction over the Transferor Company and Transferee Company;

• (b) Effective Date means the date on which the certified copy of the order of the Hon’ble National Company Law Tribunal (NCLT) under Sections 230 and 232 of the Act sanctioning the Scheme is filed with the concerned Registrar of Companies.

• (c) Pursuant to the Scheme, upon the coming into effect of the Scheme and with effect from the Appointed Date, the entire business and undertaking of the Transferor Company, including all its assets, properties, rights, claims, liabilities, obligations, contracts, licenses, and employees, shall stand transferred to and vested in the Transferee Company as a going concern without any further act, deed, matter or thing.

• (d) All employees of the Transferor Company, who are in service on the Effective Date, shall become employees of the Transferee Company on the same terms and conditions as were applicable to them prior to the amalgamation and without any interruption in service.

• (e) Upon this Scheme coming into effect and upon transfer and vesting of the business and undertaking of the Transferor Company in the Transferee Company, the consideration in respect of such transfer shall, subject to the provisions of the Scheme, be paid and satisfied by the Transferee Company as follows:

“Integra Essentia Limited” (Transferee Company) shall issue and allot 48 (Forty Eight) Equity Shares of Face Value of INR 1/- (Rupee One Each) each to Equity Shareholders of “G G Engineering Limited” (Transferor Company) for every 100 (One Hundred) Equity Share of Face Value of INR 1/- (Rupee One Each) each held by them in the Transferor Company.”

• (f) The Scheme is conditional upon and subject to the approvals of the shareholders and creditors of the Transferor Company and the Transferee Company, as may be directed by the Hon’ble NCLT, sanction by the Hon’ble NCLT, receipt of such other approvals as may be required under applicable laws, and filing of certified copies of the orders of the Hon’ble NCLT with the Registrar of Companies of relevant jurisdiction by both the Transferor Company and the Transferee Company.

• (g) Upon the Scheme becoming effective, the Transferor Company shall, without any further act or deed, stand dissolved without being wound up.

• (h) All costs, charges, taxes, including duties, levies and all other expenses arising out of or incurred in carrying out and implementing the Scheme and matters incidental thereto shall be borne by the Transferee Company.

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• (i) The Board of Directors of the Transferor Company and the Transferee Company shall be authorised to assent to any modifications or amendments to the Scheme or to any conditions or limitations that the Hon’ble NCLT or any other competent authority may deem fit to direct or impose or that may otherwise be considered necessary, desirable or appropriate by them for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme. In the event the Scheme does not become effective, it shall stand revoked and be of no effect, and no rights or liabilities shall arise thereunder.

For the complete details and features of the Scheme, refer the Scheme of Amalgamation annexed to this Notice and Explanatory Statement.

16. The Transferor Company and Transferee Company have filed an application before the Hon’ble National Company Law Tribunal (“NCLT”/ “Tribunal”) of the relevant jurisdiction i.e. before the Hon’ble NCLT, Mumbai Bench and Hon’ble NCLT, New Delhi Bench, respectively, as per Rule 3(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for the sanction of the Scheme of Arrangement under the provisions of Section 230-232 of the Companies Act, 2013.

17. There is no likelihood that any Secured Creditor or Unsecured creditor of the Transferor Company and the Transferee Company would lose or be prejudiced as a result of the Scheme being passed since no sacrifice or waiver is at all called for from them nor are their rights sought to be modified in any manner. Hence, the Scheme will not cast any additional burden on the shareholders or creditors of either company nor will it affect the interest of any of the shareholders or creditors.

18. The details of the ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the respective companies, its promoters and directors are annexed herewith.

19. The Auditors of the Transferor Company and of the Transferee Company have confirmed that the accounting treatment specified in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act.

20. This statement is being furnished as required under Sections 230(5), 232(1) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the “Rules”).

21. The notice pursuant to Section 230(5) of the Companies Act, 2013 in the prescribed format along with Explanatory statement, a copy of the Scheme of Arrangement and the disclosures provided herewith will be served within the prescribed time on the Statutory Authorities, as applicable.

22. Additional information sought by the Stock Exchanges vide their respective Observation Letters:

• (i) Need, rationale and synergies of the Scheme have been stated in Para No. 14 of this Notice. Impact of the Scheme on the shareholders has been detailed in the Audit Committee report annexed herewith.

• (ii) A write up on the history of the amalgamating company is stated below as:

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G G ENGINEERING LIMITED being the Amalgamating Company, bearing CIN L28900MH2006PLC159174 was incorporated on 23rd January 2006, under the provisions of Companies Act, 1956 as a private company with the name & style of “G G Engineering Private Limited” under the jurisdiction of Registrar of Companies, Mumbai. Subsequently, on 03rd April 2017, the name of the Transferee Company was changed to its present name i.e., “G G Engineering Limited” pursuant to obtaining status of a Public Company. The Registered office of the Transferee Company is presently situated at Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104. The Transferor Company is engaged in the business of superior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering setups among others. The Equity Shares of the Transferor Company are listed on the bourses of BSE.

• (iii) Details of Assets and Liabilities, Networth and Revenue of all the Companies involved in the Scheme, both pre and post Scheme of Amalgamation are annexed herewith in point (iv) below.

• (iv) Latest Net Worth Certificate along with the statement of assets and liabilities of both the companies involved in the Scheme of Arrangement for pre and post Scheme of Arrangement are annexed herewith.

• (v) Comparison of revenue and net worth of amalgamating companies with the total revenue and net worth of the amalgamated company for last three financial years.

					(Amount in INR Crores)	(Amount in INR Crores)
	Financial Year 2022 - 2023		Financial Year 2023 - 2024		Financial Year 2024 - 2025
	Revenue	Net Worth	Revenue	Net Worth	Revenue	Net Worth
Transferor Company	99.57	72.79	149.09	204.38	178.03	230.50
Transferee Company	241.41	75.35	277.27	116.90	441.73	169.75

• (vi) Justification on classification of promoter of GGEL as a public shareholder in IEL, is stated below:

It is hereby clarified that the promoter of GGEL (Transferor Company) is not related to any of the promoters or members of the promoter group of IEL (Transferee Company) in terms of Regulations 2(1)(oo) and 2(1)(pp) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Therefore, it was mutually decided among the Companies that upon the Scheme becoming effective, all equity shares to be issued and allotted to the promoter of GGEL pursuant to the Scheme shall be classified under the “public” category in the shareholding pattern of IEL.

• (vii) Additional information, if any, sought by NSE in Annexure M of its checklist and by BSE has been attached herewith. (Note: This Annexure M does not include the Scheme of Arrangement and the Valuation Report for which Annexure 1 and Annexure 2 of this Notice may be referred.)

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23. Inspection and obtaining of extract of documents:

Inspection of the following documents will be available at the Registered Office of the Transferee Company:

• a. Copy of the NCLT order dated April 24, 2025, May 15, 2025 and May 22, 2025;

• b. Copy of the Scheme of Arrangement for Amalgamation;

• c. Copies of Audited Financials of all the companies for the financial years ended on 31[st] March, 2025;

• d. Contracts or agreements material to the proposed compromise or arrangement;

• e. Copy of the Reports of Board of Directors of the respective Transferor Company and Transferee Company on the impact of Scheme on Directors and employee, pursuant to the provisions of Section 232(2) (c) of the Companies Act, 2013;

• f. Copy of the certificate issued by the Statutory Auditor of the respective Transferor Company and Transferee Company for compliance with the applicable Accounting Standards under Section 133 of the Companies Act, 2013;

• g. Copy of the Valuation Report dated 29[th] June, 2024 issued by Axiology Valuetech Private. Limited – Registered Valuer, along with the copy of Fairness Opinion dated 29[th] June, 2024 issued by Corporate Professionals Capital Private Limited;

• h. Copy of the Board Resolution passed by the Board of Directors of both the companies in respect of the approval of the Scheme of Arrangement.

Sd/-

Adv. Dr. Parvesh Khanna Chairperson appointed vide NCLT Order for the Meeting of Equity Shareholders of Integra Essentia Limited

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Date: 11.08.2025 Place: Delhi

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- ANNEXURE 1

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- ANNEXURE 2

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VALUATION ANALYSIS

FOR THE PROPOSED AMALGAMATION BETWEEN

GG ENGINEERING LIMITED (TRANSFEROR COMPANY)

AND

INTEGRA ESSENTIA LIMITED

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (UNDER SECTION 230 TO 232 OF THE COMPANIES ACT, 2013)

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To, The Board of Directors Integra Essentia Limited

607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Northwest Delhi, India, 110034

To,

The Board of Directors

GG Engineering Limited

Office No. 203, 2nd Floor, Shivam Chambers Ltd. S.V Road, Goregaon West, Near Sahara Ap Mumbai, Maharashtra 400104

Dear Sir/Ma’am,

Subject: Recommendation of Equity Share Exchange Ratio pursuant to the proposed Scheme of Arrangement for Amalgamation between GG Engineering Limited (Transferor Company/ “GGEL”) with Integra Essentia Limited (“Transferee Company”/ “IEL”)

We, Axiology Valuetech Private Limited , refer to the engagement letter dated 13[th] June 2024 for recommendation of share exchange ratio for the proposed Amalgamation between GG Engineering Limited (Transferor Company/ “GGEL”) with Integra Essentia Limited (“Transferee Company”/ “IEL”) , pursuant to a Scheme of Amalgamation under Sections 230 to 232 and other applicable clauses of the Companies Act, 2013. In accordance with the terms of the engagement, I am enclosing the Valuation Report along with this letter. In attached report, we have summarized the recommendation of equity share exchange ratio based on Audited Balance Sheet of Transferor Company and Transferee Company as on 31st March 2024 as required by the Stock Exchange, together with the description of methodologies used and limitation on the Scope of Work.

This Valuation Analysis is confidential and has been prepared exclusively for the Management of the Companies. It should not be used, reproduced, or circulated to any other person, in whole or in part, without the prior written consent of Axiology Valuetech Private Limited (Registered Valuer Entity). Such consent will only be given after full consideration of the circumstance at the time. We are however aware that the conclusion in this report may be used for the purpose of certain statutory disclosures, and we provide consent for the same.

Trust the above meets your requirements. Please feel free to contact us in case you require any additional information or clarifications.

Yours Faithfully For Axiology Valuetech Private Limited Registered Valuer Entity – All Asset Class Registration No.: IBBI/RV-E/05/2023/201

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Ajay Kumar Siwach Director DIN: 00132282

Date: 29[th] June 2024

2 | P a g e

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TABLE OF CONTENTS

SECTION NO.	PARTICULARS	PAGE **NO. **
SECTION I	APPOINTMENT FOR DETERMINATION OF EXCHANGE RATIO	04-06
	-Objectives and Rationale of the Scheme
	- Scope of Services
	**-Scope Limitation **
SECTION II	COMPANIES ASSESSMENT	07-09
	**- Basic Information **
	- Activities and Objects
	- Financial Performance
SECTION III	METHODS OF VALUATION ADOPTED	10
SECTION IV	VALUATION ANALYSIS	11-19
SECTION V	SHARE EXCHANGE RATIO	20
SECTION VI	CAVEATS	21

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SECTION I –APPOINTMENT FOR DETERMINATION OF SHARE EXCHANGE RATIO

This Valuation Report has been prepared by Axiology Valuetech Private Limited to determine share exchange ratio for Amalgamation between GG Engineering Limited (Transferor Company/ “GGEL”) with Integra Essentia Limited (“Transferee Company”/ “IEL”) under the provisions of Section 230-232 of the Companies Act, 2013. We have been appointed on 13[th] June 2024 to issue this Valuation Report.

BRIEF OF THE COMPANIES INVOLVED UNDER THIS ARRANGEMENT

1. G G ENGINEERING LIMITED (hereinafter also referred to as ‘GGEL’ or ‘Transferor Company’), bearing CIN L28900MH2006PLC159174 was incorporated on 23[rd] January 2006, under the provisions of Companies Act, 1956 as a private company with the name & style of “G G Engineering Private Limited” under the jurisdiction of Registrar of Companies, Mumbai. Subsequently, on 03[rd] April 2017, the name of the Transferee Company was changed to its present name i.e., “G G Engineering Limited” pursuant to obtaining status of a Public Company. The Registered office of the Transferee Company is presently situated at Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104. The Transferor Company is engaged in the business of superior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering set-ups, among others. The Equity Shares of the Transferor Company are listed on the bourses of BSE Limited.

2. INTEGRA ESSENTIA LIMITED (hereinafter also referred to as ‘IEL’ or ‘Transferee Company’), bearing CIN L74110DL2007PLC396238 was incorporated on 06[th] August 2007, under the provisions of Companies Act, 1956 as a private company with the name & style of “Five Star Mercantile Private Limited” under the jurisdiction of Registrar of Companies, Maharashtra. Subsequently, on 03[rd] January 2012, the name of the Transferee Company was changed to “Five Star Mercantile Limited” pursuant to obtaining status of a Public Company. Thereafter, on 2[nd] August 2012, the name of the Transferee Company was changed to “Integra Garment and Textile Limited”. Later, on 16[th] February 2022, the name of the Transferee Company was changed to its present name i.e., “Integra Essentia Limited”. On 06th April 2022, the registered office of the Transferee Company was shifted from the state of Maharashtra to the state of New Delhi. The Registered office of the Transferee Company is presently situated at 607, 6[th] Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Northwest Delhi, New Delhi - 110034. The Transferee Company is engaged into four business segments namely agro products, clothing, infrastructure, and energy. The transferee Company is mainly in the business of trading of agricultural commodities, life necessities, items of basic human needs, organic and natural products, and processed foods etc. and other essential goods, infrastructural products, among others.

The Equity Shares of the Transferee Company are listed on the bourses of BSE Limited and the National Stock Exchange of India Limited.

1. OBJECTIVES AND RATIONALE OF THE SCHEME:

This Scheme of Amalgamation would result, inter-alia, in the following synergies for both the Transferor and Transferee companies and thereby preserving and creating value for its shareholders, creditors and various other stakeholders:

• Consolidating strengths:

• The Transferor Company is in the business of superior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering

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set-ups, among others. The merger will enhance and strengthen the Transferee Company's infrastructure division, improving its operational capabilities and market competitiveness. It aims to enrich the combined product offerings and expand the customer base both locally and globally.

• Value creation for Shareholders:

The proposed amalgamation is expected to create economic value for both the Transferor and Transferee companies. Shareholders of the Transferor company will benefit from reduced finance costs, improved profitability, and additional resources to fund business growth. Shareholders of the Transferee company are expected to benefit from business expansion. Shareholders of both companies are also likely to benefit from increased value created through business synergies, cost savings, reduced administrative/operating costs, and improved financial performance of the merged entity.

• Focused management, synergies, and Growth prospects:

The Proposed Amalgamation would not only create economies of scale but also simplify management and strategic focus, leading to improved long-term performance. It will facilitate better and more efficient control over the business and financial conduct of the merged company, allowing for a more streamlined and coordinated approach to governance and strategic decision-making.

The combined entity, on the back of its financial stability is likely to attract more opportunities for organic and inorganic growth viz., partnerships, acquisitions, and market expansion, translating into enhanced financial prospects.

In summary, the amalgamation of the Transferor Company with the Transferee Company is driven by strategic business objectives of preserving businesses of both companies, build strong foundation and achieve market competitiveness by combing the collective strength of both the companies, achieving business and operational synergies & efficiencies, improved financial stability and performance, and thereby preserving and creating long-term value for its various stakeholders.

This comprehensive rationale as above underscores the strategic motivations, expected benefits, and the context surrounding the Proposed Amalgamation, highlighting its alignment with both the companies' objectives and the interests of their various stakeholders.

2. SCOPE OF SERVICES:

The Companies have appointed Axiology Valuetech Private Limited, Registered Valuer Entity to independently analyze and undertake the valuation of GG Engineering Limited (Transferor Company/ “GGEL”) and Integra Essentia Limited (“Transferee Company”/ “IEL”) , companies involved in the proposed Scheme of Arrangement under Sections 230 to 232 and other applicable clauses of the Companies Act, 2013.

3. SCOPE & LIMITATIONS:

SCOPE OF WORK

• Date of Appointment: 13[th] June 2024

• Valuation Date: Based on Audited Financials as on 31[st] March 2024

• Date of Report: 29[th] June 2024

• Base of value: Fair value

• Valuation Currency: INR

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THE VALUATION EXERCISE WAS CARRIED OUT UNDER THE FOLLOWING LIMITATIONS:

• To arrive at share exchange ratio under the said Proposed Scheme of Arrangement, we have relied upon:

• Audited Balance Sheet as of 31[st] March 2024 and Audited Statement of Profit and Loss for the 12 Months Period ended 31[st] March 2024 of GG Engineering Limited (Transferor Company/ “GGEL”) and Audited Consolidated Balance Sheet as of 31[st] March 2024 and Audited Consolidated Statement of Profit and Loss for the 12 Months Period ended 31[st] March 2024 of Integra Essentia Limited (“Transferee Company”/ “IEL”).

• The scope of the work has been limited both in terms of the areas of the business and operations which we have reviewed and the extent to which we have reviewed them. There may be matters, other than those noted herein, which might be relevant in the context of the transaction and which a wider scope might uncover.

• Draft Scheme of Arrangement as provided by the management.

EXTENT OF INVESTIGATION UNDERTAKEN

We would like to expressly state that though we have reviewed the financial data for the limited purpose of valuation assessment, but we have not performed an Audit and have relied upon the historical financials (Statement of Profit and Loss and Balance Sheet) as prepared and submitted to us by the management of the both the companies. The management has represented to us that it has taken due care in the preparation of such financial statements.

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SECTION – II COMPANIES ASSESSMENT

GG ENGINEERING LIMITED (hereinafter also referred to as ‘GGEL’ or ‘Transferor Company’), bearing CIN L28900MH2006PLC159174 was incorporated on 23[rd] January 2006, under the provisions of Companies Act, 1956 as a private company with the name & style of “G G Engineering Private Limited” under the jurisdiction of Registrar of Companies, Mumbai. Subsequently, on 03[rd] April 2017, the name of the Transferee Company was changed to its present name i.e., “G G Engineering Limited” pursuant to obtaining status of a Public Company. The Registered office of the Transferee Company is presently situated at Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104. The Transferor Company is engaged in the business of superior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering set-ups among others. The Equity Shares of the Transferor Company are listed on the bourses of BSE Limited.

Audited Balance Sheet as at 31[st] March 2024:

Particulars	**Amount in INR Million **
**Share Capital **	1399.50
Reserves and Surplus	644.35
Non-Current Liabilities	26.37
Current liabilities and provisions	251.18
Equity & Liabilities	2321.39
Non-Current Assets	452.44
Current Assets	1868.95
Total Assets	2321.39

Audited Statement of Profit and Loss for the 12 Months period ended 31st March 2024:

Particulars	**Amount in INR Million **
Revenue from Operations	2,121.05
Other Income	31.99
Total Revenue	**2,153.04 **
Operating Expenses	2,042.12
EBITDA	110.93
**Depreciation & Amortization **	6.33
EBIT	104.60
Finance Cost	**1.51 **
Profit before Tax (PBT)	103.09

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The Capital Structure of the Company as on date:

Particulars	Amount (INR)
**Authorized Share Capital **
**1,65,00,00,000 Equity Shares of ₹1/- each **	1,650,000,000.00
**Total **	1,650,000,000.00
**Issued, Subscribed and Paid-Up Share Capital **
1,58,44,98,800 Equity shares of ₹1/- each	1,58,44,98,800.00
**Total **	1,58,44,98,800.00

INTEGRA ESSENTIA LIMITED (hereinafter also referred to as ‘IEL’ or ‘Transferee Company’) bearing CIN L74110DL2007PLC396238 was incorporated on 06th August 2007, under the provisions of Companies Act, 1956 as a private company with the name & style of “Five Star Mercantile Private Limited” under the jurisdiction of Registrar of Companies, Maharashtra. Subsequently, on 03rd January 2012, the name of the Transferee Company was changed to “Five Star Mercantile Limited” pursuant to obtaining status of a Public Company. Thereafter, on 2nd August 2012, the name of the Transferee Company was changed to “Integra Garment and Textile Limited”. Later, on 16th February 2022, the name of the Transferee Company was changed to its present name i.e., “Integra Essentia Limited”. On 06th April 2022, the registered office of the Transferee Company was shifted from the state of Maharashtra to the state of New Delhi. The Registered office of the Transferee Company is presently situated at 607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Northwest Delhi, New Delhi - 110034. The Transferee Company is engaged into four business segments namely agro products, clothing, infrastructure, and energy. The transferee Company is mainly in the business of trading agricultural commodities, life necessities, items of basic human needs, organic and natural products, and processed foods etc. and other essential goods, infrastructural products, among others. The Equity Shares of the Transferee Company are listed on the bourses of BSE Limited and the National Stock Exchange of India Limited.

Audited Consolidated Balance Sheet as at 31[st] March 2024:

Particulars	**Amount in INR Million **
**Share Capital **	**914.07 **
Reserves and Surplus	257.12
Non-Current Liabilities	**75.32 **
Current liabilities and provisions	770.10
Equity & Liabilities	2,016.60
Non-Current Assets	1,429.60
Current Assets	587.00
Total Assets	2,016.60

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Audited Consolidated Statement for the 12 Months period ended 31[st] March 2024:

Particulars	Amount in INR Million
Revenue from Operations	2,772.67
Other Income	183.57
Total Revenue	2,956.24
Operating Expenses	2,723.80
EBITDA	232.44
**Depreciation & Amortization **	37.16
EBIT	195.28
Finance Cost	5.63
Profit before Tax (PBT)	189.65

The Capital Structure of the Company as on date:

Particulars	Amount (INR)
Authorized Share Capital
**1,25,00,00,000 equity shares of ₹1each **	1,25,00,00,000.00
Total	1,25,00,00,000.00
Issued, Subscribed and Paid-Up Share Capital
**1,06,76,90,544 Equity Share of Rupee 1/-each fully paid up **	1,06,76,90,544.00
**Total **	1,06,76,90,544.00

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SECTION III - METHODS OF VALUATION ADOPTED

In case of a valuation for Amalgamation, the emphasis is on arriving at the “relative” values of the shares of the merging companies to facilitate determination of the “share exchange ratio”. Hence, the purpose is not to arrive at absolute values of the shares of the companies.

Judicial Pronouncements: -

Hindustan lever Employees’ Union v/s Hindustan lever Limited and others (1995) 83 Company cases 30 (SC)

The jurisdiction of the Court in sanctioning a claim of merger is not to ascertain mathematical accuracy if the determination satisfied the arithmetical test. A company court does not exercise an appellate jurisdiction. It exercises a jurisdiction founded on fairness. It is not required to interfere only because the figure arrived at by the valuer was not as good as it would have been if another method had been adopted. What is imperative is that such a determination should not have been contrary to law and that it was not unfair for the shareholders of the company which was being merged.

The Hon’ble Supreme Court held “We do not think that the internal management, business activity or institutional operation of public bodies can be subjected to inspection by the court. To do so, is incompetent and improper and, therefore, out of bounds.”

The dominance of profits for valuation of share was emphasized in “McCathies case” (Taxation, 69 CLR 1) where it was said that “the real value of shares in a company will depend more on the profits which the company has been making and should be capable of making , having regard to the nature of its business, than upon the amount which the shares would realize on liquidation”. This was also re-iterated by the Indian Courts in Commissioner of Wealth Tax v. Mahadeo Jalan’s case (S.C.) (86 ITR 621) and Additional Commissioner of Gift Tax v. Kusumben D. Mahadevia (S.C.) (122 ITR 38).

In the ultimate analysis, valuation will have to involve the exercise of judicious discretion and judgment considering all the relevant factors. There will always be several factors, e.g., present, and prospective competition, yield on comparable securities, and market sentiments etc. which are not evident from the face of the balance sheets, but which will strongly influence the worth of a share.

Based on the facts of the case, we have valued GG Engineering Limited (Transferor Company/ “GGEL”) and Integra Essentia Limited (“Transferee Company”/ “IEL”) as per Internationally Accepted Valuation Methodologies.

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SECTION – IV VALUATION ANALYSIS

There are three approaches to Valuation namely Income, Asset and Market Approaches.

Approach	Valuation Methodologies	Basis of Consideration
Asset	Net Asset Value (NAV) Method	The Asset-based method views the business as a set of assets and liabilities that are used as building blocks of a business value. The business value is the difference in the value of these assets and liabilities on a Book Value basis or Realizable Value basis or Replacement Cost basis. In the case of transferor Company and transfer Company, we have deemed it suitable to apply NAV as the Company to arrive at the book value or minimumproxy value of the company.
Market	Comparable Companies Multiples (CCM) Method	This methodology uses the valuation ratio of a publicly traded company and applies that ratio to the company being valued. The valuation ratio typically expresses the valuation as a function of a measure of financial performance or Book Value (e.g., Revenue, EBITDA, EBIT, Earnings per Share or Book Value). A key benefit of Comparable Company Market Multiple analysis is that the methodology is based on the current market stock price. The current stock price is generally viewed as one of the best valuation metrics because it is based on observable inputs. In the instant case, both the companies are listed on the Stock Exchange and Transferor is frequently traded on BSE limited (BSE) and Transferee is frequently traded on National Stock Exchange (NSE). Hence, we deemed it suitable to consider the Market Price in the NSE and BSE for the valuation exercise instead of the Comparable Multiples of the Transferor and Transferee Companies.
	Market Price Method (90 Trading Days (TD) –10 Trading Days (TD))	In this method the VWAP (Volume Weighted Average Price) of the latest 90 Trading days (TD) VWAP and 10 Trading days are taken. The maximum of these two is then taken as the fair market value. Since both the Companies are listed on the Stock Exchanges and Transferor is frequently traded on BSE limited (BSE) and Transferee is frequently traded on National Stock Exchange (NSE), we have applied this methodology in the instant case for Transferor and Transferee Companies.
Income	Discounted Cash Flow (DCF) Method	The DCF method expresses the present value of the business as a function of its future cash earnings capacity. This methodology works on the premise that the value of a business is measured in terms of future cash flow streams, discounted to the present time at an appropriate discount rate. The value of the firm is arrived at by estimating the Cash Flows (CF) to Firm and discounting the same with Weighted Average cost of capital (WACC). The DCF methodology is the most appropriate basis for determining the earning capability of a business. In the DCF approach, the appraiser estimates the cash flows of any business after all operating expenses, taxes, and necessary investments in working capital and Capex is being met. In case of, Transferor Company, we have deemed it suitable to opt DCF Method as the Company will not be in existence after this Merger, however operations will be in existence and would continue generate cash flows under the name of transferee company. In case of the Transferee Company, the business of the company is expected to be continued in future years, hence we deemed it suitable to do valuation of the Company as per Discounted Cash Flow (DCF) Method.

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1. GG Engineering Limited (Transferor Company)

Computation of Equity value per share of the Company based on 31[st] March 2024 Financials:

a) Net Asset Value (NAV) Method

G G Engineering Limited
Particulars	All Amount INR Million
Equity Share Capital	1,584.50
Reserves and Surplus	642.50
Net Asset Value	2,226.99
Add: Money yet to be received against share warrants	44.55
Adjusted Net worth	2,271.54
No. of Equity Shares	1,629,498,800
Value per Equity share (INR)	1.39

b) Market Price Method (90 Trading Days (TD) –10 Trading Days (TD))

Particular	Details
Total Value of the Shares trading of 90 TD	1,423,157,269.00
Total No. of shares Traded in 90 TD	678,764,846
90 TD VWAP	2.10
Total Value of the Shares trading of 10 TD	168,748,938.00
Total of No. of Shares Traded in 10 TD	80,456,543
10 TD VWAP	2.10
Maximumprice(INR)	2.10

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c) Discounted Cash Flow (DCF) Method

Discounted Cash Flow	Analysis- G G Engineering Limited	Analysis- G G Engineering Limited	Analysis- G G Engineering Limited	Analysis- G G Engineering Limited	Analysis- G G Engineering Limited
WACC:	13.15%
			Amount In INR Million
GROWTH RATE:	5.00%
FY	2025	2026	2027	2028	2029	Terminal
Particulars
Turnover	2,439.21	2,780.7 0	3,114.3 8	3,488.1 1	3,906.6 8
Other Income	35.83	39.41	43.36	47.69	52.46
PBT (Excluding Other Income)	43.24	52.75	143.12	280.66	444.18
Less: Direct Taxes Paid	10.88	13.28	**36.02 **	**70.64 **	111.79
PAT (Excluding Other Income)	32.36	39.47	107.10	210.02	332.39
Add: Depreciation	6.46	6.59	6.72	6.85	6.99
Less: Capital Expenditure	6.83	6.97	7.10	7.25	7.39
Add: Interest (Post-tax)	1.24	1.36	1.50	1.65	1.82
**Less: Change in Non-Cash Working Capital **	98.63	77.08	147.26	253.11	357.90
Free Cash Flows to Firm	(65.40)	(36.62)	(39.05)	(41.84)	(24.09)	2,839.04
Discounting Factor (Mid-Year)	0.94	0.83	0.73	0.65	0.57	0.57
Present value of Cash flow	(61.48)	(30.42)	(28.67)	(27.15)	(13.82)	1,628.24
Enterprise Value	1,466.70
Add: Investments	**173.54 **
Add: Loans	407.59
Add: Bank deposits with more than 12 months maturity	0.45
Add: Cash and Cash Equivalents	197.90
Add: Money yet to be received against share warrants	44.55
Add: Interest accrued on fixed deposit	0.16
Add: Deferred tax assets (net)	0.70
Less: Debt	28.43
Equity Value	2,263.15
No of Shares Post conversion of warrants and inclusive of warrants whose allotment is pending	1,629,498,80 0
Per Share Equity Value	1.39

Note:

For the purpose of valuation of equity in this transaction through DCF methodology, we have relied upon the projections provided by the management for the period starting from 01[st] April 2024 and ending 31[st] March 2029 duly supplemented by its Terminal Value based on the Gordon Growth Model and extrapolating the adjusted free cash flows for last year at an annual growth rate of 5% to perpetuity.

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DCF Assumptions:

Particulars		Notes
Risk free rate (Rf) as on 28.03.2024	7.05%	Considered of long-term India government bond rate
Market rate of return - ER(m)	15.80%	Considered the BSE Sensex for the determination of the Market Return.
Company Beta… (β)	0.71	We have taken the Beta value (B) as 0.71 since the Company’s shares are listed, hence, we have taken the company’s data to arrive to the beta.
Additional Company Specific Risk Premium (CSRP)	0%	We have determined a 0% additional risk premium based on an assessment of the company's profile, financial structure, and return on investment (ROI). This evaluation considers the aggressiveness of projected future cash flows, the current national economic scenario, and the operating environment of the company.
Cost of Equity (Ke)	13.22%	As per Modified CAPM model i.e. [Ke= Rf+ β(Rm-Rf) + CSRP]
Cost of Debt	10.00%	As represented by the Management & Financials of the Company
Equity portion in capital structure	98.74%	As represented by the Management after conversion of warrants into equity shares.
WACC	13.15%	WACC = (Ke * % Equity in Capital Structure) + (Cost of Debt % Debt in Capital Structure (1-Tax Rate))**
Growth Rate	5%	As the perpetuity growth rate assumes that the company will continue its historic business and generate Free Cash Flows at a steady state forever. Since terminal value constitutes a major proportion of the entire value of the business, I while deciding the terminal growth rate have given emphasis to economic factors & financial factors like Inflation of the Country, GDP growth of the Country, Projected Financials, Historical Financial Position, Organic & Inorganic growth strategies of the Company etc. Accordingly, for perpetuity, we have considered 5% growth rate

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Computation of the Fair Value of GG Engineering Limited:

Fair Value of G G Engineering Limited	Fair Value of G G Engineering Limited	Fair Value of G G Engineering Limited	Fair Value of G G Engineering Limited
All Amount INR
Approach Applied	Methodology Applied	Weight	Equity Value per Share	Weighted Average Equity Valueper Share
Asset	Net Asset Value	0%	1.39	-
Market	**90 Trading Days - 10 Trading Days **	100%	2.10	2.10
Income	Discounted Cash Flow	0%	1.39	-
Weighted Average Equity Valueper Share				2.10

Weightage Rationale:

GG will transfer its business to IEL in the Amalgamation process and will continue the business under the name of IEL. We have considered giving zero weightage to the DFCF. Further the Value as computed by DFCF Method, and NAV Method does not comprehend the value as reached by the Market Price Method. Hence, we deemed it suitable to consider 100% weightage to the Market Price Method (90 Trading Days - 10 Trading Days).

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2. Integra Essentia Limited (Transferee Company)

Computation of Equity value per share of the Company based on 31[st] March 2024 Financials

a) Net Asset Value (NAV) Method

INTEGRA ESSENTIA LIMITED	INTEGRA ESSENTIA LIMITED
Particulars	All Amount INR Million
Equity Share Capital	914.07
Reserves and Surplus	257.12
Net Asset Value	1,171.18
Add: Amount Received against Right Issue	499.28
Adjusted Net Asset Value	1,670.46
No. of Equity Shares	1,067,690,544
Value per Equity share (INR)	1.56

• b) Market Price Method (90 Trading Days (TD) –10 Trading Days (TD))

Particular	Details
Total Value of the Shares trading of 90 TD	1,098,508,036.82
Total No. of shares Traded in 90 TD	269,088,401.00
90 TD VWAP	4.08
Total Value of the Shares trading of 10 TD	232,958,892.08
Total of No. of Shares Traded in 10 TD	52,779,583.00
10 TD VWAP	4.41
Maximum price (INR)	4.41

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c) Discounted Cash Flow Method (DCF)

Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED	Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED	Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED	Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED	Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED	Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED	Discounted Cash Flow Analysis- INTEGRA ESSENTIA LIMITED
WACC:	20.17%			Amount In INR Million
GROWTH RATE:	5.00%
FY	2025	2026	2027	2028	2029	Terminal
Particulars
Turnover	3,105.39	3,478.03	3,895.4 0	4,362.8 4	4,886.3 8
Other Income	201.93	222.12	**244.34 **	268.77	295.65
PBT (Excluding Other Income)	173.56	371.08	602.85	873.60	1,188.6 8
Less: Direct Taxes Paid	43.68	93.39	151.73	219.87	299.17
PAT (Excluding Other Income)	129.88	277.69	451.13	653.74	889.52
**Add: Depreciation **	39.39	41.76	44.26	**46.92 **	49.73
Less: Capital Expenditure	84.74	92.55	101.15	165.63	210.06
Add: Interest (Post-tax)	4.42	4.64	4.88	5.12	5.38
Less: Change in Non-Cash Working Capital	98.36	123.29	106.60	246.33	328.18
Free Cash Flows to Firm	(9.41)	108.25	292.51	293.81	406.38	5,964.08
Discounting Factor (Mid-Year)	0.91	0.76	0.63	0.53	0.44	0.44
Present value of Cash flow	(8.59)	82.17	184.79	154.46	177.78	2,609.16
Enterprise Value	3,199.78
Add: Investments	358.35
Add: Loans	693.21
Add: Security Deposits	0.11
Add: Cash and Cash Equivalents	518.84
Add: Interest accrued on fixed deposit	**0.54 **
Less: Debt	73.77
Less: Deferred tax liabilities (net)	**2.52 **
Equity Value	4,694.54
No of Shares post right issue	1,067,690,54 4
Per Share Equity Value	4.40

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DCF Assumptions

Particulars		Notes
Risk free rate (Rf) as on 28.03.2024	7.05%	Considered of long-term India government bond rate
Market rate of return - ER(m)	15.80%	Considered the BSE Sensex for the determination of the Market Return.
Company Beta… (β)	0.42	We have adopted a re-levered Beta value (B) of 0.42, based on the Beta values of industrial peers, as the Company's own Beta over the past five years has been negative.
Additional Company Specific Risk Premium (CSRP)	10%	We have determined a 10% additional risk premium based on an assessment of the company's profile, financial structure, and return on investment (ROI). This evaluation considers the aggressiveness of projected future cash flows, the current national economic scenario, and the operating environment of the company.
Cost of Equity (Ke)	20.73%	As per Modified CAPM model i.e. [Ke= Rf+ β(Rm-Rf) + CSRP]
Cost of Debt	10%	As represented by the Management & Financials of the Company
Equity portion in capital structure	95.77%	As represented by the Management after right issue of shares.
WACC	20.17%	WACC = (Ke * % Equity in Capital Structure) + (Cost of Debt % Debt in Capital Structure (1-Tax Rate))**
Growth Rate	5%	As the perpetuity growth rate assumes that the company will continue its historic business and generate Free Cash Flows at a steady state forever. Since terminal value constitutes a major proportion of the entire value of the business, I while deciding the terminal growth rate have given emphasis to economic factors & financial factors like Inflation of the Country, GDP growth of the Country, Projected Financials, Historical Financial Position, Organic & Inorganic growth strategies of the Company etc. Accordingly, for perpetuity, we have considered 5% growth rate

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Computation of the Fair Value of Integra Essentia Limited:

Fair Value of INTEGRA ESSENTIA LIMITED All Amount INR

Fair Value of INTEGRA ESSENTIA LIMITED	Fair Value of INTEGRA ESSENTIA LIMITED	Fair Value of INTEGRA ESSENTIA LIMITED	Fair Value of INTEGRA ESSENTIA LIMITED	Fair Value of INTEGRA ESSENTIA LIMITED
All Amount INR
Approach Applied	Methodology Applied	Weight	Equity Value per Share	Weighted Average Equity Value per Share
Asset	Net Asset Value	0%	1.56	-
Market	90 Trading Days- 10 Trading Days	50%	4.41	2.21
Income	Discounted Cash Flow	50%	4.40	2.20
Weighted Average Equity Value per Share				4.41

Weightage Rationale:

The transferee company operates under the going concern assumption, and post-merger, IEL will be the resulting entity. Consequently, we have deemed it appropriate to assign zero weight to the Net Asset Value method. Additionally, since IEL will be the resulting company, future cash flows and market-derived values are both critical in determining the per-share equity value. Therefore, we have decided to assign equal weight to DCF and the Market Price Method (90 Trading Days - 10 Trading Days).

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SECTION V –SHARE EXCHANGE RATIO

SHARE EXCHANGE RATIO FOR AMALGAMATION: -

BSE Circular No. LIST/COMP/02/2017-18 dated 29 May 2017 requires the valuation report for a Scheme of Arrangement to provide certain requisite information in a specified format.

Valuation Approach	Methodology Applied	GG Engineering Limited (Transferor)	GG Engineering Limited (Transferor)	GG Engineering Limited (Transferor)	Integra Essentia Limited (Transferee)	Integra Essentia Limited (Transferee)	Integra Essentia Limited (Transferee)
		Weights	Equity Value Per Share (INR)	Weighted Equity Value Per Share (INR)	Weights	Equity Value Per Share (INR)	Weighted Equity Value Per Share (INR)
Asset	Adjusted Book Value	0%	1.39	2.10	0%	1.56	4.41
Market	Comparable Companies Multiples	Nil	Nil		Nil	Nil
	Market Price Method	100%	2.10		50%	4.41
Income	Discounted Cash Flow	0%	1.39		50%	4.40

Based on above analysis, the share exchange ratio has been arrived at and accordingly the Transferee Company shall, without any further act or deed and without any further payment, issue and allot equity shares on a proportionate basis to each member of the Transferor Company whose names are recorded in the Register of Members/ List of Beneficial Owners for shares in dematerialized form of the Transferor Company on the Record Date.

CALCULATION OF EXCHANGE RATIO	CALCULATION OF EXCHANGE RATIO	CALCULATION OF EXCHANGE RATIO
Company Name	Integra (Transferee)	GG (Transferor)
Equity Value Per Share (INR)	4.41	2.10
Exchange Ratio	1.00	0.48
Exchange Ratio For 100 Shares	100	48

“Integra Essentia Limited” (Transferee Company) shall issue and allot 48 (Forty-eight) Equity Shares of Face Value of INR 1.00/- (Rupee One Each) each to Equity Shareholders of “GG Engineering Limited” (Transferor Company) for every 100 (One Hundred) Equity Share of Face Value of INR 1.00/- (Rupee One Each) each held by them in the Transferor Company.

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SECTION VII–CAVEATS

• This Valuation Report has been issued on the specific request of Company for determining the Share exchange ratio for the said proposed Scheme of Arrangement in accordance with the Companies Act, 2013 and Rules thereof. This Report is prepared exclusively for the above stated purpose and must not be copied, disclosed, or circulated or referred to in correspondence or discussion with any other party. Neither this report nor its content may be used for any other purpose without the prior written consent.

• No consideration has been given to liens or encumbrances against the assets, beyond the loans disclosed in accounts. Therefore, no responsibility is assumed for matters of legal nature.

• In accordance with the customary approach adopted in Valuation exercise, we have summarized the Share exchange ratio of equity shares of the company based on the information as was provided to us by the management of the Company both written, verbal, and other publicly available information. we do not assume any responsibility for the accuracy or reliability of such documents on which we have relied upon in forming the opinion.

• This Report does not investigate the business/commercial reasons behind the transaction nor the likely benefits arising out of the same. In addition, we express no opinion or recommendation, and the shareholders are expected to exercise their own discretion.

• We have no present or planned future interest in the Company and the fee for this Valuation analysis is not contingent upon the values reported herein. The Valuation Analysis contained herein is not intended to represent the value at any time other than the date that is specifically stated in this Report.

• The report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.

• In no circumstances shall the liability of a valuer, its partners, directors, or employees, relating to the services provided in connection with the engagement set out in this Valuation report shall exceed the amount paid to such valuer in respect of the fees charged by it for these services.

• The valuation report should not be construed as investment advice; specifically, we do not express any opinion on the suitability or otherwise of entering the proposed transaction.

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- ANNEXURE 3

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- ANNEXURE 6

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- ANNEXURE 7

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- ANNEXURE 8

Ref: NSE/LIST/43020 November 29, 2024

The Company Secretary Integra Essentia Limited Unit No. 607, 6[th] Floor, Pearls Best Height – II, Netaji Subhash Place, New Delhi – 110034

Kind Attn.: Mr. Pankaj Kumar Sharma

Dear Sir,

Sub: Observation Letter for draft Scheme of Arrangement for Amalgamation between G G Engineering Limited (‘GGEL’ or ‘Transferor Company’) and Integra Essentia Limited (Transferee Company) and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013

We are in receipt of captioned draft scheme of arrangement filed by Integra Essentia Limited.

Based on our letter reference no. NSE/LIST/43020 dated October 01, 2024, submitted to SEBI pursuant to SEBI Master Circular dated June 20, 2023, read with Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) SEBI vide its letter dated November 28, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

• c) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.

• d) The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the This Document is Digitally Signed

• shareholders for seeking approval, if applicable.

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Signer: KHYATI NANDAN VIDWANS Date: Fri, Nov 29, 2024 19:55:46 IST Location: NSE

Non-Confidential

236

Continuation Sheet

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Ref: NSE/LIST/43020 November 29, 2024

• e) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable.

• f) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• g) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• h) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.

• i) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.

• j) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• k) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• l) The Company shall ensure that the “Scheme” shall be acted upon subject to the companies involved in the scheme of arrangement complying with the Para 10 (a) and (b) of Part I of SEBI Master Circular issued on June 20, 2023, and relevant clauses mentioned in the scheme document.

• m) Under Para 1.9 of Part III of the draft scheme, a clause may be inserted stating that there will be no conflict of interest with respect to appointment of trustees and selling of consolidated fractional shares in the market.

• n) The Company shall disclose the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision:

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Fri, Nov 29, 2024 19:55:46 IST Location: NSE

237

Continuation Sheet

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Ref: NSE/LIST/43020

November 29, 2024

• Need, rationale and synergies of the scheme along with its impact on the shareholders.

• a write up on the history of the amalgamating company.

• details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre and post scheme of arrangement.

• latest Net Worth certificate along with statement of assets and liabilities of all companies involved in the scheme of arrangement for both pre and post scheme of arrangement.

• comparison of revenue and net worth of amalgamating companies with the total revenue and net worth of the amalgamated company for last three financial years.

• Justification on classification of promoter of GGEL as a public shareholder in IEL.

• The Companies shall ensure that all the applicable additional information shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• o) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

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This Document is Digitally Signed

Signer: KHYATI NANDAN VIDWANS Date: Fri, Nov 29, 2024 19:55:46 IST Location: NSE

238

Continuation Sheet

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Ref: NSE/LIST/43020

November 29, 2024

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from November 29, 2024, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Khyati Vidwans Senior Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Fri, Nov 29, 2024 19:55:46 IST Location: NSE

239

- ANNEXURE 9

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COMPLAINTS REPORT G G ENGINEERING LIMITED

Part A

Sr. No.	Particulars	Particulars		Number
1.	Number of complaints received directly			Nil
2.	Number of complaints forwarded byStock Exchanges/SEBI			Nil
3.	Total Number of complaints/comments received(1+2)			Nil
4.	Number of complaints resolved			Nil
5.	Number of complaintspending			Nil
		Part B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	Nil	Nil	Nil

The report on complaints as mentioned above is for the period from 05.07.2024 to 11.11.2024.

For & on behalf of G G Engineering Limited

ATUL SHARMA

Atul Sharma Managing Director

Place: New Delhi Date: 11[th] November 2024

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- ANNEXURE 10

COMPLAINTS REPORT INTEGRA ESSENTIA LIMITED

Part A

	Part A
Sr. No.	Particulars	Number
1.	Number of complaints received directly	0
2.	Number of complaints forwarded byStock Exchanges/ SEBI	11
3.	Total Number of complaints/comments received(1+2)	11
4.	Number of complaints resolved	6
5.	Number of complaintspending	5

Part B

		Part B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/ Pending)
1.	Sangeeta Yadav	24-08-2024	Disposed
2.	Gudipati Raja Sekhar	21-08-2024	Auto escalated to SEBI
3.	Ashish Bharat Jain	13-08-2024	Disposed
4.	Gudipati Raja Sekhar	13-08-2024	Auto escalated to SEBI
5.	SanjayAgarwal	09-08-2024	Transfer To Other Officer
6.	Satyendra Kumar Singh	02-08-2024	Disposed
7.	Nayak Hardik Bhupendrabhai	25-07-2024	Disposed
8.	M A A N A A V . K .g	11-07-2024	Disposed
9.	Sabyasachi Bid	05-07-2024	Transfer to Other Officer
10.	Rahul Ravindra Padalkar	02-07-2024	Disposed
11.	Rahul Agrawal	06-06-2024	Disposed

The report on complaints as mentioned above is for the period from 10.09.2024 to 03.10.2024.

For & on behalf of

Integra Essentia Limited

PANKAJ Digitally signed by PANKAJ KUMAR KUMAR SHARMA SHARMA Pankaj Kumar Sharma Company Secretary & Compliance Officer

Place: New Delhi

Date: October 03, 2024

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- ANNEXURE 11

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A K BHARGAV & CO. CHARTERED ACCOUNTANTS

To

The Board of Directors

G G Engineering Limited

Office No. 203, Shivam Chambers Premises CS Ltd, CTS No. 39, S.V. Road, Goregaon (West), Mumbai - 400104

We, the statutory auditors of G G Engineering Limited (hereinafter referred to as “the Company”), have examined the proposed accounting treatment specified in clause 3 of Part-III of the Draft Scheme of Arrangement for Amalgamation G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’) in terms of the provisions of sections 230 -232 of the Companies Act, 2013 with reference to its compliance with the applicable Accounting Standards notified under the Companies Act, 2013 and Other Generally Accepted Accounting Principles.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.

Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013.

This Certificate is issued at the request of the Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 for onward submission to BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and National Company Law Tribunal. This Certificate should not be used for any other purpose without our prior written consent.

For A.K. Bhargav & Co. Chartered Accountants

Firm Registration No.: 034063N

ARUN Digitally signed KUMAR by ARUN KUMAR BHARGAV BHARGAV

CA Arun Kumar Bhargav

Proprietor Membership Number: 548396 UDIN: 24548396BKAKJZ2131

Place: New Delhi Date: 24/07/2024

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id – caarunbhargav17@gmail.com Akbhargav.co@gmail.com

M- 8860300686

242

A K BHARGAV & CO. CHARTERED ACCOUNTANTS

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To

The Board of Directors

Integra Essentia Limited

607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Delhi - 110034

We, the statutory auditors of Integra Essentia Limited (hereinafter referred to as “the Company”), have examined the proposed accounting treatment specified in clause 3 of Part- III of the Draft Scheme of Arrangement for Amalgamation of G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’) in terms of the provisions of sections 230 -232 of the Companies Act, 2013 with reference to its compliance with the applicable Accounting Standards notified under the Companies Act, 2013 and Other Generally Accepted Accounting Principles.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.

Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013.

This Certificate is issued at the request of the Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 for onward submission to BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and National Company Law Tribunal. This Certificate should not be used for any other purpose without our prior written consent.

For A. K. Bhargav & Co. Chartered Accountants Firm Registration No.: 034063N

ARUN KUMAR Digitally signed by ARUN BHARGAV KUMAR BHARGAV CA Arun Kumar Bhargav Proprietor Membership Number: 548396 UDIN: 24548396BKAKJX8007

Place: New Delhi Date: 24.07.2024

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id – caarunbhargav17@gmail.com

Akbhargav.co@gmail.com

M- 8860300686

- ANNEXURE 12

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DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN AGAINST THE COMPANY, ITS PROMOTERS AND DIRECTORS

I, Atul Sharma, Managing Director of G G Engineering Limited (‘the Company’), hereby confirm that there are no ongoing adjudication or recovery proceedings, prosecutions initiated, or any other enforcement actions taken against the Company, its Promoters or Directors.

For & on behalf of

G G Engineering Limited

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Atul Sharma Managing Director DIN: 08290588

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Date: 12.07.2025

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- ANNEXURE 13

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- ANNEXURE 14

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A K BHARGAV & CO. CHARTERED ACCOUNTANTS

To

The Board of Directors G G Engineering Limited

Reg. Off: 203, 2nd Floor, Shivam Chambers, Coop Soc Ltd., S.V Road, Goregaon West, Mumbai, Maharashtra - 400104

DETAILS OF ASSETS, LIABILITIES, REVENUE AND NET WORTH OF THE COMPNIES INVOLED IN THE SCHEME, BOTH PRE AND POST SCHEME OF ARRANGEMENT

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

(Amount in Lacs)
Particulars GG lntegra GG lntegra lntegra
Engineering Essentia Engineering Essentia Essentia
Limited Limited Limited Limited Limited
(Transferor (Transferee (Transferor (Transferee (Transferee
Company) Company) Company) Company) Company)
Pre- Merger Pre- Merger Pre- Merger Pre- Merger Post-
Merger
After taking After
impact of taking
the impact of
Conversion the Right
of warrants Issue of
into Equity Equity
Shares Shares
As at 31st As at 31st As at 31st As at 31st As at 31st
March, 2024 March, March, 2024 March, March, 2024
2024 2024
EQUITY AND
LIABILITIES
Shareholders' Funds
Share Capital
Equity 13,994.99 9,140.66 16,294.99 10,676.91 18,478.50
Other Equity 6,443.46 2,549.63 6,420.46 6,006.18 20,852.40
20,438.45 11,690.29 22,715.45 16,683.09 39,330.90
Non-Current Liabilities
Borrowings 263.71 724.56 263.71 724.56 988.26
Provisions - 3.42 - 3.42 3.42
Deffered Tax Liabilities - 25.19 - 25.19 25.19
(Net)
----- End of picture text -----*

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id- caarunbhargav17@gail.com Akbhargav.co@gmail.com

M-8860300686

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260

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A K BHARGAV & CO. CHARTERED ACCOUNTANTS

To The Board of Directors Integra Essentia Limited 607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Delhi - 110034

DETAILS OF ASSETS, LIABILITIES, REVENUE AND NET WORTH OF THE COMPANIES INVOLVED IN THE SCHEME, BOTH PRE AND POST SCHEME OF ARRANGEMENT

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

(Amount in Lacs)
Par�culars G G Integra G G Integra Integra
Engineering Essen�a Engineering Essen�a Essen�a
Limited Limited Limited Limited Limited
(Transferor (Transferee (Transferor (Transferee (Transferee
Company) Company) Company) Company) Company)
Pre- Merger Pre- Merger Pre- Merger Pre- Merger Post-
Merger
A�er taking A�er
impact of taking
the impact of
Conversion the Right
of warrants Issue of
into Equity Equity
Shares Shares
As at 31st As at 31st As at 31st As at 31st As at 31st
March, 2024 March, March, 2024 March, March, 2024
2024 2024
EQUITY AND
LIABILITIES
Shareholders' Funds
Share Capital
Equity 13,994.99 9,140.66 16,294.99 10,676.91 18,478.50
Other Equity 6,443.46 2,549.63 6,420.46 6,006.18 20,852.40
20,438.45 11,690.29 22,715.45 16,683.09 39,330.90
Non-Current Liabili�es
Borrowings 263.71 724.56 263.71 724.56 988.26
Provisions - 3.42 - 3.42 3.42
Deffered Tax Liabili�es - 25.19 - 25.19 25.19
(Net)
----- End of picture text -----*

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id – caarunbhargav17@gmail.com Akbhargav.co@gmail.com

M- 8860300686

261

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

Other Non-Current - - - - -
Liabili�es
263.71 753.16 263.71 753.16 1,016.87
Current Liabili�es
Borrowings 20.61 13.10 20.61 13.10 33.71
- -
Trade Payables (total 1,277.82 1,277.82 1,277.82
outstanding dues of
Micro & Small
Enterprises)
Trade Payable (total 2,075.84 3,390.53 2,075.84 3,390.53 5,466.37
outstanding dues of
creditors other than
Micro & Small
Enterprises)
Other Current Financial 2.99 248.07 2.99 248.07 251.06
Liabili�es
Other Current Liabili�es 96.69 2,429.58 96.69 2,429.58 2,526.27
Current tax liabili�es 315.63 342.94 315.63 342.94 658.57
(net)
2,511.76 7,702.04 2,511.76 7,702.04 10,213.79
TOTAL 23,213.91 20,145.49 25,490.91 25,138.28 50,561.56
ASSETS
Non-Current Assets
Property, Plant and 185.71 3,779.16 185.71 3,779.16 3,964.86
Equipment
Investments 1,735.36 3,563.03 1,800.36 3,563.03 5,295.76
Loans 2,569.57 6,932.08 2,569.57 6,932.08 9,501.64
Other Non- Current 26.79 1.12 26.79 1.12 27.91
financial assets
Other non-current - 0.11 - 0.11 0.11
assets
Deffered Tax Assets 6.99 - 6.99 - 6.99
(Net)
4,524.41 14,275.49 4,589.41 14,275.49 18,797.27
Current Assets
Inventories 3,088.51 - 3,088.51 - 3,088.51
Trade Receivables 12,851.20 3,903.73 12,851.20 3,903.73 16,754.93
Cash and Cash 147.53 195.59 2,359.53 5,188.39 7,547.92
Equivalents
Loans 1,506.37 - 1,506.37 - 1,506.37
Other current financial 49.88 5.35 49.88 5.35 55.23
Assets
Other Current Assets 1,046.01 1,765.33 1,046.01 1,765.33 2,811.34
18,689.50 5,870.00 20,901.50 10,862.80 31,764.30
----- End of picture text -----

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id – caarunbhargav17@gmail.com

Akbhargav.co@gmail.com

M- 8860300686

262

TOTAL	23,213.91	20,145.49 0.00 27,726.66 8,995.29	25,490.91	25,138.29	50,561.57
Diference	0.00		0.00	0.00	0.00
Revenue as on 31.03.2024 (Standalone)	21,210.50		21,210.50	27,726.66	48,937.16
Net Worth as on 31.03.2024	20,438.45	8,995.29	22,715.45	13,988.09	36,635.90

Note:

• It may be noted that post 31st March, 2024, 18,50,00,000 warrants of the Transferor Company have been converted into Equity Shares. Further, the Transferee Company had also issued and allo�ed 15,36,24,538 Fully Paid-up Equity Share through a “Right Issue”. The Post-Merger financials of the Transferee Company has been prepared a�er taking impact of the aforemen�oned two events. Also, the Equity Share Capital has been calculated on fully diluted basis and post taking the effect of cross holdings amongst the Transferor and Transferee Companies.

HISTORY OF THE TRANSFEROR COMPANY

G G ENGINEERING LIMITED (hereinafter also referred to as ‘GGEL’ or ‘Transferor Company’), bearing CIN L28900MH2006PLC159174 was incorporated on 23rd January 2006, under the provisions of Companies Act, 1956 as a private company with the name & style of “G G Engineering Private Limited” under the jurisdiction of Registrar of Companies, Mumbai. Subsequently, on 03rd April 2017, the name of the Transferee Company was changed to its present name i.e., “G G Engineering Limited” pursuant to obtaining status of a Public Company. The Registered office of the Transferee Company is presently situated at Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104. The Transferor Company is engaged in the business of superior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering set-ups among others. The Equity Shares of the Transferor Company are listed on the bourses of BSE.

For A. K. Bhargav & Co. Chartered Accountants Firm Registration No.: 034063N

CA Arun Kumar Bhargav

Proprietor Membership Number: 548396 UDIN: 24548396BKAKKB3908

Place: New Delhi Date: 24/07/2024

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id – caarunbhargav17@gmail.com Akbhargav.co@gmail.com

M- 8860300686

263

A K BHARGAV & CO. CHARTERED ACCOUNTANTS

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To

The Board of Directors

Integra Essentia Limited

607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Delhi - 110034

We, the statutory auditors of Integra Essentia Limited (hereinafter referred to as “the Company”), have examined the proposed accounting treatment specified in clause 3 of Part- III of the Draft Scheme of Arrangement for Amalgamation of G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’) in terms of the provisions of sections 230 -232 of the Companies Act, 2013 with reference to its compliance with the applicable Accounting Standards notified under the Companies Act, 2013 and Other Generally Accepted Accounting Principles.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.

Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013.

This Certificate is issued at the request of the Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 for onward submission to BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and National Company Law Tribunal. This Certificate should not be used for any other purpose without our prior written consent.

For A. K. Bhargav & Co. Chartered Accountants Firm Registration No.: 034063N

CA Arun Kumar Bhargav Proprietor Membership Number: 548396 UDIN: 24548396BKAKJX8007

Place: New Delhi Date: 24.07.2024

H. No. 103A, New Lahore Shastri Nagar, Street No. 4, (Behind Jain Mandir),New Delhi-110031 Email Id – caarunbhargav17@gmail.com

Akbhargav.co@gmail.com

M- 8860300686

264

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265

266

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267

268

269

ADDITIONAL REQUIREMENTS

– Scheme of Arrangement for Amalgamation of G G Engineering Limited (Transferor Company) with Integra Essentia Limited (Transferee Company)

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270

INDEX

S.NO.	PARTICULARS	SLIDE NO.
1)	Graphical Representation of Scheme of Arrangement	3
2)	Background of the Entities involved	4
3)	Detailed Objective of the Scheme	5-7
4)	Detailed Rationale of the Scheme	5-7
5)	Existing, proposed and resultant structure of the Entities	3
6)	Existing and proposed capital structure	8-10
7)	Pre-Post Scheme: Net worth of the Entities	11-12
8)	Key Points & Consideration proposed in the Scheme	13-14
9)	Stepwise Process Involved in the Scheme	15-16

NOTE: Requirement mentioned at point no. 10, 11 and 12 of the Part-B of the “Additional requirements” are not applicable in the present Scheme.

271

1&5) GRAPHICAL REPRESENTATION OF THE SCHEME

The Transferor Company will merge into the Transferee Company through the Scheme of Arrangement for Amalgamation (“Scheme”).

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G G ENGINEERING INTEGRA ESSENTIA
LIMITED LIMITED
(“Transferor Company”) (“Transferee Company”)
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INTEGRA ESSENTIA
LIMITED
(“Transferee Company”)
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The Transferee Company shall issue equity shares in the ratio given below.

NOTE:

• (i) On occurrence of the Effective Date, the Transferor Company shall, without any further act or deed, shall stand dissolved without winding up.

• (ii) “Integra Essentia Limited” (Transferee Company) shall issue and allot 48 (Forty Eight) Equity Shares of Face Value of INR 1/- (Rupee One Each) each to Equity Shareholders of “G G Engineering Limited” (Transferor Company) for every 100 (One Hundred) Equity Share of Face Value of INR 1/- (Rupee One Each) each held by them in the Transferor Company.

272

2) BACKGROUND OF THE ENTITIES

G G ENGINEERING LIMITED (TRANSFEROR COMPANY)

1. Incorporation: G G ENGINEERING LIMITED (hereinafter also referred to as ‘GGEL’ or ‘Transferor Company’), bearing CIN L28900MH2006PLC159174, was incorporated on 23rd January 2006 under the Companies Act, 1956 as "G G Engineering Private Limited".

2. Name Change: Renamed to "G G Engineering Limited" on 3rd April 2017 after obtaining the status of a Public Company.

3. Registered Office: Office No. 203, 2nd Floor, Shivam Chambers Coop Soc Ltd. S.V Road, Goregaon West, Near Sahara Apartment, Mumbai, Maharashtra - 400104.

4. Business Focus: S uperior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering set-ups among others.

5. Listing: Equity Shares of GG Engineering Limited are listed on the BSE Limited.

INTEGRA ESSENTIA LIMITED (TRANSFEREE COMPANY)

1. Incorporation: INTEGRA ESSENTIA LIMITED (IEL or Transferee Company) bearing CIN L74110DL2007PLC396238, was incorporated on 6th August 2007 under the Companies Act, 1956 as "Five Star Mercantile Private Limited”.

2. Name Changes: Changed to "Five Star Mercantile Limited" on 3rd January 2012 after becoming a Public Company. Further renamed to "Integra Garment and Textile Limited" on 2nd August 2012. Finally renamed to "Integra Essentia Limited" on 16th February 2022.

3. Registered Office: 607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya Enclave, Northwest Delhi, New Delhi - 110034 (Shifted from Maharashtra to New Delhi on 6th April 2022).

4. Business Activity: Engaged in four business segments- Agro products , Clothing, Infrastructure, Energy. Primarily involved in trading agricultural commodities, essential goods, organic and natural products, processed foods, and infrastructural products.

5. Listing : Equity Shares are listed on the BSE Limited and the National Stock Exchange of India Limited.

273

3&4) DETAILED OBJECTIVE & RATIONALE OF THE SCHEME

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Objective and Rationale for the Scheme of Arrangement for Amalgamation:

The objective of this Scheme of Arrangement, under Sections 230-232 of the Companies Act, 2013, is to amalgamate G G Engineering Limited (‘Transferor Company’) with Integra Essentia Limited (‘Transferee Company’). The Transferee Company will issue its equity shares to the shareholders of the Transferor Company in exchange for amalgamation. Upon the Effective Date, the Transferor Company shall stand dissolved without winding up, with its entire business and assets transferred to the Transferee Company, subject to existing charges.

This Scheme of Amalgamation would result, inter-alia, in the following synergies for both the Transferor and Transferee companies and thereby preserving and creating value for its shareholders, creditors and various other stakeholders:

• Consolidating strengths:

The Transferor Company is in the business of superior infrastructure Infrastructural & Structural Steel, and Engineering products which are used for diverse applications in various industries, like infrastructure, construction, mega projects, modern buildings, high-rise residential and commercial projects, engineering set-ups among others. The merger will enhance and strengthen the Transferee Company's infrastructure division, improving its operational capabilities and market competitiveness. It aims to enrich the combined product offerings and expand the customer base both locally and globally.

274

3&4) DETAILED OBJECTIVE & RATIONALE OF THE SCHEME

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• Value creation for Shareholders:

The proposed amalgamation is expected to create economic value for both the Transferor and Transferee companies. Shareholders of the Transferor company will benefit from reduced finance costs, improved profitability, and additional resources to fund business growth. Shareholders of the Transferee company are expected to benefit from business expansion. Shareholders of both companies are also likely to benefit from increased value created through business synergies, cost savings, reduced administrative/operating costs, and improved financial performance of the merged entity.

• Focused management, synergies, and Growth prospects:

The Proposed Amalgamation would not only create economies of scale but also simplify management and strategic focus, leading to improved long-term performance. It will facilitate better and more efficient control over the business and financial conduct of the merged company, allowing for a more streamlined and coordinated approach to governance and strategic decision-making.

The combined entity, on the back of its financial stability is likely to attract more opportunities for organic and inorganic growth viz., partnerships, acquisitions, and market expansion, translating into enhanced financial prospects.

275

3&4) DETAILED OBJECTIVE & RATIONALE OF THE SCHEME

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In summary, the amalgamation of the Transferor Company with the Transferee Company is driven by strategic business objectives of preserving businesses of both companies, build strong foundation and achieve market competitiveness by combing the collective strength of both the companies, achieving business and operational synergies & efficiencies, improved financial stability and performance, and thereby preserving and creating long-term value for its various stakeholders.

This comprehensive rationale as above underscores the strategic motivations, expected benefits, and the context surrounding the Proposed Amalgamation, highlighting its alignment with both the companies' objectives and the interests of their various stakeholders.

276

6) EXISTING AND PROPOSED CAPITAL STRUCTURE

G G ENGINEERING LIMITED – PRE- MERGER EQUITY SHAREHOLDING PATTERN

Categor y	Category of Shareholder	No of Shareholders	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlyin g Depository Receipts	Total No of Shares Held (VII) = (IV)+(V)+( VI)	Shareholdi ng as a % of total no of shares (As a % of (A+B+C2) )	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerial ized form
								No of Voting Rights			Total as a % of (A+B+ C)			No.	As a % of total Shares held	No.	As a % of total Shares held
								**Class X **	Class Y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	1	20000000	0	0	20000000	1.26	2000000 0	0	2000000 0	1.26	0	1.23	2000000 0	100.00	0	0.00	20000000
(B)	Public	342906	156449880 0	0	0	156449880 0	98.74	1564498 800	0	1564498 800	98.74	45000000	98.77	6850000 00	43.78	0	0	156449880 0
(C)	Non Promoter-Non Public
(C1)	Shares underlying DRs	0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0
(C2)	Shares held by Employes Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0	0
	Total:	342907	158449880 0	0	0	158449880 0	100.00	1584498 800	0	1584498 800	100.00	45000000	100.00	7050000 00	44.49	0	0.00	158449880 0

277

6) EXISTING AND PROPOSED CAPITAL STRUCTURE

INTEGRA ESSENTIA LIMITED – PRE- MERGER EQUITY SHAREHOLDING PATTERN

Category	Category of shareholder	Nos. of shareh olders	No. of fully paid up equity shares held	No. of Partly paid-up equity shares held	No. of shares underly ing Deposit ory Receipt s	Total nos. shares held	Sharehol ding as a % of total no. of shares (calculate d as per SCRR, 1957) As a % of (A+B+C2 )	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No. of Shares Underly ing Outstan ding converti ble securiti es (includi ng Warran ts)	Sharehold ing , as a % assuming full conversion of convertibl e securities ( as a percentag e of diluted share capital) As a % of (A+B+C2)	Number of Locked in shares	Number of Locked in shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in demateriali zed form
								No of Voting Rights			Total as a % of (A+B +C)			No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)
								Class:Equity	Classeg:y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+( V)+ (VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	1	222219757	0		222219757	20.81	222219757		222219757.0 0	20.81	0	20.81	0		0		222219757
(B)	Public	242659	845470787	0		845470787	79.19	845470787		845470787.0 0	79.19	0	79.19	0		1368681 6	1.62	844441217
(C)	Non Promoter- Non Public					0
(C1)	Shares underlying DRs	0			0	0		0		0	0.00			0		0		0
(C2)	Shares held by Employee Trusts	0	00	0		0	0.00	00		0	0.00	0	0.00	0		0		0
	Total	242660	1067690544	0	0	1067690544	100.00	1067690544	0.00	1067690544. 00	100.0 0	0	100.00	0	0.00	1368681 6	1.62	106666097 4

278

6) EXISTING AND PROPOSED CAPITAL STRUCTURE

INTEGRA ESSENTIA LIMITED – POST MERGER EQUITY SHAREHOLDING PATTERN

Catego ry	Category of shareholder	Nos. of shareh olders	No. of fully paid up equity shares held	No. of Partly paid-up equity shares held	No. of shares underlyi ng Deposito ry Receipts	Total nos. shares held	Sharehol ding as a % of total no. of shares (calculat ed as per SCRR, 1957) As a % of (A+B+C 2)	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No. of Shares Underl ying Outsta nding convert ible securiti es (includi ng Warra nts)	Shareholdin g , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) As a % of (A+B+C2)	Number of Locked in shares	Number of Locked in shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in demateri alized form
								No of Voting Rights				Total as a % of (A+B+ C)			No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)
								Class:Equi ty	Classeg: y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+ (V)+ (VI)	(VIII)	(IX)					(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	1	222219757	0	0	222219757	12.03	222219757	0		222219757. 00	12.03	0	12.03	0	0.00	0	0.00	22221975 7
(B)	Public	**585565 **	1625630204	0	0	1625630204	87.97	162563020 4	0		1625630204 .00	87.97	0	87.97	36000000 0	22.15	13686816	0.84	16246006 34
(C)	Non Promoter- Non Public
**(C1) **	Shares underlying DRs	0	00	0	0	0	0.00	0	0		0	0.00	0	0.00	0	0	0	0.00	0
(C2)	Shares held by Employee Trusts	0	00	0	0	0	0.00	0	0		0	0.00	0	0.00	0	0	0	0.00	0
	Total	585566	1,847,849,961	0	0	1847849961	100.00	184784996 1	0.00		1847849961	100.00	0	100.00	36000000 0	22.15	13686816	0.84	18468203 91

279

7) PRE-POST SCHEME: NET WORTH OF THE ENTITIES

A. G G ENGINEERING LIMITED

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G G ENGINEERING LIMITED (TRANSFEROR COMPANY)
AS PER
THE STANDALONE FINANCIAL STATEMENT AS ON 31.03.2024
PRE-SCHEME (in cr) POST- SCHEME
139.95
EQUITY 00.00
64.43
OTHER EQUITY 00.00
204.38
NETWORTH 00.00
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280

7) PRE-POST SCHEME: NET WORTH OF THE ENTITIES

B. INTEGRA ESSENTIA LIMITED

INTEGRA ESSENTIA LIMITED (TRANSFEREE COMPANY) AS PER THE STANDALONE FINANCIAL STATEMENT AS ON 31.03.2024	INTEGRA ESSENTIA LIMITED (TRANSFEREE COMPANY) AS PER THE STANDALONE FINANCIAL STATEMENT AS ON 31.03.2024	INTEGRA ESSENTIA LIMITED (TRANSFEREE COMPANY) AS PER THE STANDALONE FINANCIAL STATEMENT AS ON 31.03.2024
	PRE-SCHEME (in Cr.)	POST- SCHEME (in Cr.)
EQUITY	91.41	184.78
OTHER EQUITY	(1.46)	181.57
NETWORTH	89.95	366.36

It may be noted that post 31st March, 2024, 18,50,00,000 warrants of the Transferor Company have been converted into Equity Shares. Further, the Transferee Company had also issued and allotted 15,36,24,538 Fully Paid-up Equity Share through a “Right Issue”. The Post net worth has been calculated as per the audited financials of the Companies as on 31st March, 2024 after taking impact of the aforementioned two events. Also, the Equity Share Capital has been calculated on fully diluted basis and post taking the effect of cross holdings amongst the Transferor and Transferee Companies.

281

8) KEY POINTS & CONSIDERATION PROPOSED IN THE SCHEME

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1. Valuation Report : Valuation conducted by Axiology Valuetech Private Limited. Fairness opinion provided by Corporate Professionals Capital Private Limited. Share values determined: INR 2.10 for Transferor Company and INR 4.41 for Transferee Company..

2. Issuance of Equity Shares: Transferee Company to issue 48 equity shares for every 100 equity shares of Transferor Company.

3. Cancellation of Cross Holdings: Any cross-holdings between Transferor and Transferee Companies will be canceled at the time of share allotment.

4. Management of Fractional Entitlements : Fractional shares to be consolidated and sold by a trustee. Proceeds from the sale to be distributed to shareholders in proportion to their entitlements.

5. Pari Passu Ranking : Equity shares issued to Transferor Company shareholders rank pari passu with existing equity shares from the Appointed Date.

282

8) KEY POINTS & CONSIDERATION PROPOSED IN THE SCHEME

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6. Accounting Treatment: The amalgamation will follow the Purchase Method of Accounting as per Ind AS 103.Assets and liabilities to be recorded at fair values.

1. Lock-In Period: Equity shares subject to existing lock-in requirements will remain locked as per SEBI regulations.

283

9) STEPWISE PROCESS INVOLVED IN THE SCHEME

Considering and Approval of Scheme of Arrangement for Amalgamation (‘Scheme’) by the Board of Director of both the Companies

Intimation to Stock exchanges and Filing of application with both the Stock Exchanges under Regulation 37 of SEBI (LODR) Regulation, 2015 for obtaining their InPrinciple approval

FURTHER STEPS

Receipt of In-Principle approval of both the Stock Exchanges to the scheme

Filing of First Motion Application before NCLT

Convening the NCLT directed meetings of Shareholders and Creditors of the Companies / Dispensation with the said meetings

Filing Chairperson’s Report w.r.t. the outcome of the above meetings before NCLT

Filing of Second Motion Petition before the NCLT

Compliance with the directions issued by the NCLT in the aforementioned “Second Motion Petition” hearing

Receipt of NOC from Registrar of Companies, Regional Director, Official Liquidator, Income Tax Department and Sectoral regulators (if any)

Final hearing before NCLT and consequently obtaining order sanctioning the amalgamation

284

9) STEPWISE PROCESS INVOLVED IN THE SCHEME

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Filing the final NCLT order with the Registrar of Companies Allotment of shares to the shareholders of the Transferor Company pursuant to the Scheme Filing of return of the above allotment with the Registrar of Companies Filing of application with both the stock exchanges for obtaining the listing and trading approval for the shares so issued pursuant to the Scheme Receipt of the listing and trading approval for the shares so issued pursuant to the Scheme

285

ANNEXURE - 15

PRE AMALGAMATION SHAREHOLDING PATTERN

1.	Name of Listed Entity:	G G Engineering Limited	G G Engineering Limited
2.	ScripCode/Name of Scrip/Class of Security:	540614,GGENG,EQUITY SHARES
3.	Share HoldingPattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)
	a. if under 31(1)(b)then indicate the report forquarter ending	30-05-2025
	b. if under 31(1)(c)then indicate date of allotment/extinguishment
4	Declaration:The Listed Entityis required to submit the followingdeclaration to the extent of submission of information
	Particulars	YES*	NO*
a	Whether the Listed Entityhas issued any partly paid upshares		No
b	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		No
c	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		No
d	Whether the Listed Entityhas anyshares in locked-in?	Yes
e	Whether anyshares held by promoters arepledge or otherwise encumbered?		No

For and on behalf of

G G Engineering Limited

Sd/-

Atul Sharma

Managing Director DIN - 08290588

Date - 10/07/2025 Place - Mumbai

286

Table I - Summary Statement holding of specified securities

Category	Category of Shareholder	No of Shareholders	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (VII) = (IV)+(V)+(VI)	Shareholdin g as a % of total no of shares (As a % of	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of	**Number of Locked in Shares **	**Number of Locked in Shares **	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of(A+B+C)			No.	As a % of total Shares	No.	As a % of total
								Class X	Class Y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	1	20000000	0	0	20000000	1.26	20000000	0	20000000	1.26	0	1.26	20000000	100.00	0	0.00	20000000
(B)	Public	402419	1564498800	0	0	1564498800	98.74	1564498800	0	1564498800	98.74	0	98.74	0	0.00	NA	NA	1564497100
(C)	Non Promoter-Non Public
(C1)	Shares underlyingDRs	0	0	0	0	0	NA	0	0	0	0.00	0	NA	0	0.00	NA	NA	0
(C2)	Shares held byEmployes Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0
	Total:	402420	1584498800	0	0	1584498800	100.00	1584498800	0	1584498800	100.00	0	100.00	20000000	1.26	0	0.00	1584497100

287

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category	Category & Name of the Shareholder	PAN	No of Shareholders	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (calculated as per SCRR, 1957 (VIII) As a % of (A+B+C2	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital) (VII)+(X) As a % of (A+B+C2)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialize d form
									No of Voting Rights			Total as a % of(A+B+C)			No.	As a % of total Shares held	No.	As a % of total Shares
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(1)	Indian
(a)	Individuals/Hindu undivided Family		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Central Government/State Government(s)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Financial Institutions/Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	AnyOther		1	20000000	0	0	20000000	1.26	20000000	0	20000000	1.26	0	1.26	20000000	100.00	0	0.00	20000000
	KAMAL BERIWAL		1	20000000	0	0	20000000	1.26	20000000	0	20000000	1.26	0	1.26	20000000	100.00	0	0.00	20000000
	Sub-Total(A)(1)		1	20000000	0	0	20000000	1.26	20000000	0	20000000	1.26	0	1.26	20000000	100.00	0	0.00	20000000
(2)	Foreign
(a)	Individuals(Non-Resident Individuals/Foreign Individuals		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Government		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Institutions		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	Foreign Portfolio Investor		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(e)	AnyOther		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	Sub-Total(A)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)		1	20000000	0	0	20000000	1.26	20000000	0	20000000	1.26	0	1.26	20000000	100.00	0	0.00	20000000

288

Table III - Statement showing shareholding pattern of the Public shareholder

Category	Category & Name of the Shareholder	PAN	No of Shareholde rs	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialize d form	Sub-categorization of shares	Sub-categorization of shares	Sub-categorization of shares
									No of Voting Rights			Total as a % of (A+B+C)			No.	As a % of total	No.	As a % of total Shares		Shareholding (No. of shares) under
									Class X	Class Y	Total									Sub category (i)	Sub category (ii)	Sub category (iii)
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(1)	Institutions(Domestic)
(a)	Mutual Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(b)	Venture Capital Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(c)	Alternate Investment Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(d)	Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(e)	Insurance Companies		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(f)	Provident Funds/Pension Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(g)	Asset Reconstruction Companies		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(h)	Soveregin Wealth Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(i)	NBFC Registered with RBI		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(j)	Other Financial Insutitions		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(k)	AnyOther
	Sub Total(B)(1)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	**0.00 **	NA	NA	0	0	0	0
(2)	Institutions(Foreign)
(a)	Foreign Direct Investment		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(b)	Foreign Venture Capital		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(c)	Sovereign Wealth Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(e)	Foreign Portfolio Investors CategoryII		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(f)	Overseas Depositories(holdingDRs) (balancingfigure)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(g)	AnyOther
	Sub Total(B)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	**0.00 **	NA	NA	0	0	0	0
(3)	Central Government/State Government(s)/President of India
(a)	Central Government/President of India		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(b)	State Government/Governor		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(c)	ShareholdingbyCompanies or Bodies Corporate where Central/S		1	7100	0	0	7100	0.00	7100	0	7100	0.00	0	0.00	0	0.00	NA	NA	7100	0	0	0
	Sub Total(B)(3)		1	7100	0	0	7100	0.00	7100	0	7100	0.00	0	0.00	0	**0.00 **	NA	NA	7100	0	0	0
(4)	Non-Institutions
(a)	Associate companies/Subsidiaries		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(b)	Directors and their relatives(excludingindependent directors and		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(c)	KeyManagerial Personnel		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(d)	Relatives ofpromoters(other than ‘immediate relatives’ ofpromo		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(e)	Trusts where any person belongingto 'Promoter and Promoter Gr		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(f)	Investor Education and Protection Fund(IEPF)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(g)	Resident Individuals holdingnominal share capital upto Rs. 2 lakh		s 399828	1046302600	0	0	1046302600	66.03	1046302600	0	1046302600	66.03	0	66.03	0	0.00	NA	NA	1046300900	0	0	0
(h)	Resident Individuals holdingnominal share capital in excess of Rs.		527	257599012	0	0	257599012	16.26	257599012	0	257599012	16.26	0	16.26	0	0.00	NA	NA	257599012	0	0	0
(i)	Non Resident Indians(NRIs)		744	18673049	0	0	18673049	1.18	18673049	0	18673049	1.18	0	1.18	0	0.00	NA	NA	18673049	0	0	0
(j)	Foreign Nationals		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(k)	Foreign Companies)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0	0	0	0
(l)	Bodies Corporate		108	215606862	0	0	215606862	13.61	215606862	0	215606862	13.61	0	13.61	0	0.00	NA	NA	215606862	0	0	0
	FARTILE TRADING PRIVATE		1	45000000	0	0	45000000	2.84	45000000	0	45000000	2.84	0	2.84	0	0.00	NA	NA	45000000
	PINCERS COMMODITIES PRIVATE		1	45000000	0	0	45000000	2.84	45000000	0	45000000	2.84	0	2.84	0	0.00	NA	NA	45000000
	CHILLYPOT TRADING PRIVATE		1	45000000	0	0	45000000	2.84	45000000	0	45000000	2.84	0	2.84	0	0.00	NA	NA	45000000
	MARIANGO TRADING PRIVATE		1	45000000	0	0	45000000	2.84	45000000	0	45000000	2.84	0	2.84	0	0.00	NA	NA	45000000
(m)	AnyOther
	CLEARING MEMBERS		1	100000	0	0	100000	0.01	100000	0	100000	0.01	0	0.01	0	0.00	NA	NA	100000	0	0	0
	H U F		1210	26210177	0	0	26210177	1.65	26210177	0	26210177	1.65	0	1.65	0	0.00	NA	NA	26210177	0	0	0
	Sub Total(B)(4)		402418	1564491700	0	0	1564491700	98.74	1564491700	0	1564491700	98.74	0	98.74	0	0.00			1564490000
	Total Public Shareholding (B) =(B)(1)+(B)(2)+(B)(3)+(B)(4)		402419	1564498800	0	0	1564498800	98.74	1564498800	0	1564498800	98.74	0	98.74	0	0.00			1564497100	0	0	0

289

Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder

Category	Category & Name of the Shareholder	PAN	No of Shareholders	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialized form
									No of Voting Rights			Total as a % of (A+B+C)			No.	As a % of total	No.	As a % of total Shares held
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(1)	Custodian/DR Holder		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0
(2)	Employee Benefit Trust (under SEBI(Share based Employee Benefit)Regulations 2014)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0
	Total Non-Promoter-Non Public Shareholding (C) =(C)(1)+(C)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00			0

290

Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)
Sno	Details of the significant beneficial owner			Details of the registered owner			Particulars of the shares in which significant beneficial interest is held by the beneficial owner		Date of creation/acquisition of significant beneficial interest
	I			II			III		IV
Sr No	Name	PAN	Nationality	Name	PAN	Nationality	Number of Shares	Shareholding as a % of total no of shares (Calculated as per SCRR 1957) As a % of(A+B+C2)
1	NA	NA	NA	NA	NA	NA	NA	NA	NA

291

Table VI - Statement showing foreign ownership limits
	Board approved limits	Limits utilized	Date
As on shareholdingdate
As on the end ofprevious 1stquarter
As on the end ofprevious 2ndquarter
As on the end ofprevious 3rdquarter
As on the end ofprevious 4thquarter

292

PRE AMALGAMATION SHAREHOLDING PATTERN

1.	Name of Listed Entity:	Name of Listed Entity:	INTEGRA ESSENTIA LIMITED FORMERLY KNOWN AS INTEGRA GARMENTS
2.	ISIN		INE418N01035
3.	Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)
	a.	If under 31(1)(b) then indicate the report for Quarter ending	30/05/2025
	b.	If under 31(1)(c) then indicate date of allotment/extinguishment
4.	Declaration:The Listed entity is required to submit the following declaration to the extent of submission of information:-
		Particulars	Yes*	No*
	1.	Whether the Listed Entity has issued any partly paid up shares?		No
	2.	Whether the Listed Entity has issued any Convertible Securities or Warrants?		No
	3.	Whether the Listed Entity has any shares against which depository receipts are issued?		No
	4.	Whether the Listed Entity has any shares in locked-in?		No
	5.	Whether any shares held by promoters are pledge or otherwise encumbered?		No

For and on behalf of

Integra Essentia Limited

Sd/Deepak Kumar Gupta Whole Time Director DIN - 00057003

Date - 10/07/2025 Place - New Delhi

293

Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities
Category	Category of shareholder	Nos. of shareh olders	No. of fully paid up equity shares held	No. of Partly paid-up equity shares held	No. of shares underlying Depository Receipts	Total nos. shares held	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) As a % of (A+B+C2)	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of (A+B+C)			No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)
								Class:Equity	Classeg:y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+ (VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	1	170578271	0		170578271	15.98	170578271		170578271.00	15.98	0	15.98	0		0	0.00	170578271
(B)	Public	367233	897112273	0		897112273	84.02	897112273		897112273.00	84.02	0	84.02	0		-	-	896124652
(C)	Non Promoter- Non Public					0
(C1)	Shares underlying DRs	0			0	0		0		0	0.00			0		-	-	0
(C2)	Shares held by Employee Trusts	0	00	0		0	0.00	00		0	0.00	0	0.00	0		-	-	0
	Total	367234	1067690544	0	0	1067690544	100.00	1067690544	0.00	1067690544.00	100.00	0	100.00	0	0.00	0	0.00	1066702923

294

Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	Table II - Statement showing shareholding	pattern of the Promoter and Promoter Group	pattern of the Promoter and Promoter Group	pattern of the Promoter and Promoter Group	pattern of the Promoter and Promoter Group	pattern of the Promoter and Promoter Group	pattern of the Promoter and Promoter Group
		Category & Name of the Shareholders	Entity type i.e. promoter OR promoter group entity (except promotor)	PAN	No. of sharehold er	No. of fully paid up equity shares held	Partly paid-up equity shares held	Nos. of shares underlying Depository Receipts	Total nos. shares held	Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) as a % of A+B+C2	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerializ ed form
											**No of Voting Rights **			Total as a % of Total Voting rights			No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total share s held (b)
											Class X	Class Y	Total
		(I)		(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+(VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
1		Indian
	(a)	Individual/Hindu Undivided Family			1	170578271	0	0	170578271	15.98	170578271	0	170578271	15.98	0	15.98	0	0.00	0	0.00	170578271
		VISHESH GUPTA	Promotor			170578271	0		170578271	15.98	170578271		170578271	15.98	0	15.98	0	0.00	0	0.00	170578271
	(b)	Central Government/State Government(s)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(c)	Financial Institutions/Banks			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(d)	Any Other (Specify)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
		Sub Total (A)(1)			1	170578271	0	0	170578271	15.98	170578271	0	170578271	15.98	0	15.98	0	0.00	0	0.00	170578271
2		Foreign							0	0.00			0	0.00		0.00		0.00		0.00
	(a)	Individual/Non Resident Individual/Foreign ~~Individual~~			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(b)	Government			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(c)	Institutions			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(d)	Foreign Portfolio Investor			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(e)	Any Other (Specify)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
		Sub Total (A)(2)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
		Total Shareholding of Promoter and Promoter Group ~~(A)= (A)(1)+(A)(2)~~			1	170578271	0	0	170578271	15.98	170578271	0	170578271	15.98	0	15.98	0	0.00	0	0.00	170578271

295

Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	Table III - Stateme	nt showing shareholding pattern of the Public shareholder	nt showing shareholding pattern of the Public shareholder	nt showing shareholding pattern of the Public shareholder	nt showing shareholding pattern of the Public shareholder	nt showing shareholding pattern of the Public shareholder	nt showing shareholding pattern of the Public shareholder
		Category & Name of the Shareholders	PAN	Nos. of shareh older	No. of fully paid up equity shares held	Partly paid-up equity shares held	Nos. of shares underlying Depository Receipts	Total nos. shares held	Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Total shareholding, as a % assuming full conversion of convertible securities (as a percentage of diluted share capital)	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerializ ed form	Sub-categorization of shares (XV)
										No of Voting Rights			Total as a % of Total Voting rights			No. (a)	As a % of total Shar es held (b)	No. (Not applicable) (a)	As a % of total shares held (Not applic able) (b)		Shareholding (No. of shares) under
										Class X	Class Y	Total									Sub category (i)	Sub category (ii)	ub category (iii)
		(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+(VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
1		Institutions Domestic
	(a)	Mutual Fund		7	7749	0		7749	0.00	7749		7749	0.00	0	0.00	0	0.00		0.00	0
	(b)	Venture Capital Funds		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(c)	Alternate Investment Funds		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(d)	Banks		15	12378	0		12378	0.00	12378		12378	0.00	0	0.00	0	0.00		0.00	6240
	(e)	Insurance Companies		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(f)	Provident Fund/Pension Fund		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(g)	Asset Reconstruction		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(h)	Sovereign Wealth Fund		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(i)	NBFCs Registered with RBI		1	103000	0		103000	0.01	103000		103000	0.01	0	0.01	0	0.00		0.00	103000
	(j)	Other Financial Institutions		2	384	0		384	0.00	384		384	0.00	0	0.00	0	0.00		0.00	0
	(k)	Any Other Specify		4	3405	0		3405	0.00	3405		3405	0.00	0	0.00	0	0.00		0.00	0
		Sub Total (B)(1)		29	126916	0	0	126916	0.01	126916	0	126916	0.01	0	0.01	0	0.00	-	0.00	109240	0	0	0
2		Institutions Foreign						0	0.00			0	0.00		0.00		0.00		0.00
	(a)	Foreign Direct Investmnet		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(b)	Foreign Venture Capital Investors		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(c)	Sovereign Wealth Fund		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(d)	Foreign Portfolio Investors Category I		1	568000	0		568000	0.05	568000		568000	0.05	0	0.05	0	0.00		0.00	568000
	(e)	Foreign Portfolio Investors Category II		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(f)	Overseas Depositories (holding DRs) (balancing figure)		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(g)	Any Other (specify)		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
		Sub Total (B)(2)		1	568000	0	0	568000	0.05	568000	0	568000	0.05	0	0.05	0	0.00	-	0.00	568000	0	0	0
3		Central Government/State Government						0	0.00			0	0.00		0.00		0.00		0.00
	a	Central Government/President of India		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	b	State Government/Governor		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	c	State Government/Governor		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
		Sub Total (B)(3)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	-	0.00	0	0	0	0
4		Non-Institutions						0	0.00			0	0.00		0.00		0.00		0.00
	(a)	Associate companies / Subsidiaries		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(b)	Directors and their relatives (excluding independent directors and nominee directors)		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(c)	Key Managerial Personnel		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(d)	Relatives of promoters (other than immediate relatives' of**<br>**promoters disclosed under**<br>**Promoter and Promoter Group' category)		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(f)	Investor Education and Protection Fund (IEPF)		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(g)	Individual Shareholders holding Nominal Share Capital Up to 2 Lacs		363730	722993186	0		722993186	67.72	722993186		722993186	67.72	0	67.72	0	0.00		0.00	722153528
	(h)	Individual Shareholders holding Nominal Share Capital in excess of 2 Lacs		221	113006201	0		113006201	10.58	113006201		113006201	10.58	0	10.58	0	0.00		0.00	113006201
	(i)	Non Resident Indians (NRIs)		1453	20947360	0		20947360	1.96	20947360		20947360	1.96	0	1.96	0	0.00		0.00	20916553
	(j)	Foreign Nationals		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(k)	Foreign Companies		4	87024	0		87024	0.01	87024		87024	0.01	0	0.01	0	0.00		0.00	0
	(l)	Bodies Corporate		293	13082843	0		13082843	1.23	13082843		13082843	1.23	0	1.23	0	0.00		0.00	13070387
	(m)	Any Other (specify)
	(m1)	Employee Trusts		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(m2)	Overseas Depositories (Holding DRs) (Balancing Figure)		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(m3)	Resident Indian Huf		1447	22989642	0		22989642	2.15	22989642		22989642	2.15	0	2.15	0	0.00		0.00	22989642
	(m4)	Trusts		5	187239	0		187239	0.02	187239		187239	0.02	0	0.02	0	0.00		0.00	187239
	(m5)	Firms		49	1961544	0		1961544	0.18	1961544		1961544	0.18	0	0.18	0	0.00		0.00	1961544
	(m6)	Escrow Account		1	1162318	0		1162318	0.11	1162318		1162318	0.11	0	0.11	0	0.00		0.00	1162318
	(m7)	Clearing Members/House		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
	(m8)	Others		0	0	0		0	0.00	0		0	0.00	0	0.00	0	0.00		0.00	0
		Sub Total(B)(4)		367203	896417357	0	0	896417357	83.96	896417357	0	896417357	83.96	0	83.96	0	0.00	-	0.00	895447412	0	0	0
		Total Public Shareholding (B)= (B)(1)+(B)(2) + B(3) +B(4)		367233	897112273	0	0	897112273	84.02	897112273	0	897112273	84.02	0	84.02	0	0.00	-	0.00	896124652

296

Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	Table IV- Statement showing shareholding pa	ttern of the Non Promoter- Non Public shareholder	ttern of the Non Promoter- Non Public shareholder	ttern of the Non Promoter- Non Public shareholder	ttern of the Non Promoter- Non Public shareholder	ttern of the Non Promoter- Non Public shareholder	ttern of the Non Promoter- Non Public shareholder
	Category & Name of the Shareholders	PAN	No. of shareholder	No. of fully paid up equity shares held	Partly paid-up equity shares held	Nos. of shares underlying Depository Receipts	Total no. shares held	Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Total shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital)	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerializ ed form (Not Applicable)
									No of Voting Rights			Total as a % of Total Voting rights			No.	As a % of total Shar es held	No. (Not applicable)	As a % of total share s held (Not applic able)
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+( VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
C1	Custodian/DR Holder		0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0
C2	Employees Benefit Trust (Under SEBI (Share Based Employee Benefit Regulation 2014)		0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0
	Total Non Promoter Non Public Shareholding (C)=(C)(1)+(C)(2)		0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0

297

	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)
Sr .No.	Details of the SBO			Details of the Registered Owner			Details of Holding/ exercise of right of the SBO in the reporting company, Whether direct or Indirect			Date of creation / acquisition of significant beneficial interest
	( I )			( II )			( III )			( IV )
	Name	PAN/Passport No. in case of a foreign national	Nationality	Name	PAN/Passport No. in case of a foreign national	Nationality	Whether by Virtue of :
							Shares		%
							Voting Righrs		%
							Rights of distributable dividend or any other distribution		%
							Exercise of control
							Exercise of significant influence
1	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA

298

Table VI- Statement showing foreign ownership limits	Table VI- Statement showing foreign ownership limits	Table VI- Statement showing foreign ownership limits
	Board approved limits	Limits utilized
As on shareholding date
As on the end of previous 1st quarter As on the end of previous 2nd quarter As on the end of previous 3rd quarter
As on the end of previous 4th quarter

299

POST AMALGAMATION SHAREHOLDING PATTERN

1.	Name of Listed Entity:	Name of Listed Entity:	INTEGRA ESSENTIA LIMITED (FORMERLY KNOWN AS INTEGRA GARMENTS)
2.	ISIN		INE418N01035
3.	Share HoldingPattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)
	a.	If under 31(1)(b) then indicate the report for Quarter ending	30/05/2025
	b.	If under 31(1)(c) then indicate date of allotment/extinguishment
4.	Declaration:The Listed entity is required to submit the following declaration to the extent of submission of information:-
		Particulars	Yes*	No*
	1.	Whether the Listed Entity has issued any partly paid up shares?		No
	2.	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		No
	3.	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		No
	4.	Whether the Listed Entityhas anyshares in locked-in?	YES
	5.	Whether any shares held by promoters are pledge or otherwise encumbered?		No

For and on behalf of Integra Essentia Limited

Sd/-

Deepak Kumar Gupta Whole Time Director DIN - 00057003

Date - 10/07/2025 Place - New Delhi

300

Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities
Category	Category of shareholder	Nos. of shareh olders	No. of fully paid up equity shares held	No. of Partly paid-up equity shares held	No. of shares underlying Depository Receipts	Total nos. shares held	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) As a % of (A+B+C2)	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of (A+B+C)			No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)
								Class:Equity	Classeg:y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+ (VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	1	170578271	0	0	170578271	9.33	170578271	0	170578271.00	9.33	0	9.33	0	0.00	0	0.00	170578271
(B)	Public	769652	1657671677	0	0	1657671677	90.67	1657671677	0	1657671677.00	90.67	0	90.67	9600000	0.58	-	-	1656684056
(C)	Non Promoter- Non Public
(C1)	Shares underlying DRs	0	0	0	0	0	0	0	0	0	0.00	0	0.00	0	0.00	-	-	0
(C2)	Shares held by Employee Trusts	0	00	0	0	0	0.00	00	0	0	0.00	0	0.00	0	0.00	-	-	0
	Total	769653	1828249948	0	0	1828249948	100.00	1828249948	0.00	1828249948.00	100.00	0	100.00	9600000	0.58	0	0.00	1827262327

301

Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	Table II - Statement showing shareholding patt	ern of the Promoter and Promoter Group	ern of the Promoter and Promoter Group	ern of the Promoter and Promoter Group	ern of the Promoter and Promoter Group	ern of the Promoter and Promoter Group	ern of the Promoter and Promoter Group
		Category & Name of the Shareholders	Entity type i.e. promoter OR promoter group entity (except promotor)	PAN	No. of sharehold er	No. of fully paid up equity shares held	Partly paid-up equity shares held	Nos. of shares underlying Depository Receipts	Total nos. shares held	Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) as a % of A+B+C2	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerializ ed form
											**No of Voting Rights **			Total as a % of Total Voting rights			No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total share s held (b)
											Class X	Class Y	Total
		(I)		(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+(VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
1		Indian
	(a)	Individual/Hindu Undivided Family			1	170578271	0	0	170578271	9.33	170578271	0	170578271	9.33	0	9.33	0	0.00	0	0.00	170578271
		VISHESH GUPTA	Promotor			170578271	0		170578271	9.33	170578271		170578271	9.33	0	9.33	0	0.00	0	0.00	170578271
	(b)	Central Government/State Government(s)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(c)	Financial Institutions/Banks			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(d)	Any Other (Specify)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
		Sub Total (A)(1)			1	170578271	0	0	170578271	9.33	170578271	0	170578271	9.33	0	9.33	0	0.00	0	0.00	170578271
2		Foreign							0	0.00			0	0.00		0.00		0.00		0.00
	(a)	Individual/Non Resident Individual/Foreign Individual			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(b)	Government			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(c)	Institutions			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(d)	Foreign Portfolio Investor			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	(e)	Any Other (Specify)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
		Sub Total (A)(2)			0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
		Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)			1	170578271	0	0	170578271	9.33	170578271	0	170578271	9.33	0	9.33	0	0.00	0	0.00	170578271

302

Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	Table III - Statement sh	owing shareholding pattern of the Public shareholder	owing shareholding pattern of the Public shareholder	owing shareholding pattern of the Public shareholder	owing shareholding pattern of the Public shareholder	owing shareholding pattern of the Public shareholder	owing shareholding pattern of the Public shareholder
		Category & Name of the Shareholders	PAN	Nos. of shareh older	No. of fully paid up equity shares held	Partly paid-up equity shares held	Nos. of shares underlying Depository Receipts	Total nos. shares held	Shareholding % calculate d as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Total shareholding, as a % assuming full conversion of convertible securities (as a percentage of diluted share capital)	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerializ ed form	Sub-categorization of shares (XV)
										No of Voting Rights			Total as a % of Total Voting rights			No. (a)	As a % of total Shares held (b)	No. (Not applicable) (a)	As a % of total shares held (Not applic able) (b)		Shareholding (No. of shares) under
										Class X	Class Y	Total									Sub category (i)	Sub category (ii)	ub category (iii)
		(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+(VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
1		Institutions Domestic
	(a)	Mutual Fund		7	7749	0		7749	0.00	7749	0	7749	0.00	0	0.00	0	0.00		0.00	0
	(b)	Venture Capital Funds		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(c)	Alternate Investment Funds		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(d)	Banks		15	12378	0		12378	0.00	12378	0	12378	0.00	0	0.00	0	0.00		0.00	6240
	(e)	Insurance Companies		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(f)	Provident Fund/Pension Fund		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(g)	Asset Reconstruction		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(h)	Sovereign Wealth Fund		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(i)	NBFCs Registered with RBI		1	103000	0		103000	0.01	103000	0	103000	0.01	0	0.01	0	0.00		0.00	103000
	(j)	Other Financial Institutions		2	384	0		384	0.00	384	0	384	0.00	0	0.00	0	0.00		0.00	0
	(k)	Any Other Specify		4	3405	0		3405	0.00	3405	0	3405	0.00	0	0.00	0	0.00		0.00	0
		Sub Total (B)(1)		29	126916	0		126916	0.01	126916	0	126916	0.01	0	0.01	0	0.00	-	0.00	109240	0	0	0
2		Institutions Foreign						0	0.00			0	0.00		0.00		0.00		0.00
	(a)	Foreign Direct Investmnet		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(b)	Foreign Venture Capital Investors		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(c)	Sovereign Wealth Fund		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(d)	Foreign Portfolio Investors Category I		1	568000	0		568000	0.03	568000	0	568000	0.03	0	0.03	0	0.00		0.00	568000
	(e)	Foreign Portfolio Investors Category II		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(f)	Overseas Depositories (holding DRs) (balancing figure)		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(g)	Any Other (specify)		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
		Sub Total (B)(2)		1	568000	0	0	568000	0.03	568000	0	568000	0.03	0	0.03	0	0.00	-	0.00	568000	0	0	0
3		Central Government/State Government						0	0.00			0	0.00		0.00		0.00		0.00
	a	Central Government/President of India		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	b	State Government/Governor		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	c	State Government/Governor		1	3408	0		3408	0.00	3408	0	3408	0.00	0	0.00	0	0.00		0.00	3408
		Sub Total (B)(3)		1	3408	0	0	3408	0.00	3408	0	3408	0.00	0	0.00	0	0.00	-	0.00	3408	0	0	0
4		Non-Institutions						0	0.00			0	0.00		0.00		0.00		0.00
	(a)	Associate companies / Subsidiaries		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(b)	Directors and their relatives (excluding independent directors and nominee directors)		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(c)	Key Managerial Personnel		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(d)	Relatives of promoters (other than immediate relatives' of**<br>**promoters disclosed under**<br>**Promoter and Promoter Group' category)		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(f)	Investor Education and Protection Fund (IEPF)		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(g)	Individual Shareholders holding Nominal Share Capital Up to 2 Lacs		763558	1225218434	0		1225218434	67.02	1225218434	0	1225218434	67.02	0	67.02	0	0.00		0.00	1224378776
	(h)	Individual Shareholders holding Nominal Share Capital in excess of 2 Lacs		749	246253727	0		246253727	13.47	246253727	0	246253727	13.47	0	13.47	9600000	3.90		0.00	246253727
	(i)	Non Resident Indians (NRIs)		2197	29910424	0		29910424	1.64	29910424	0	29910424	1.64	0	1.64	0	0.00		0.00	29879617
	(j)	Foreign Nationals		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(k)	Foreign Companies		4	87024	0		87024	0.00	87024	0	87024	0.00	0	0.00	0	0.00		0.00	0
	(l)	Bodies Corporate		400	116574117	0		116574117	6.38	116574117	0	116574117	6.38	0	6.38	0	0.00		0.00	116561661
		FARTILE TRADING PRIVATE		1	21600000	0		21600000	1.18	21600000	0	21600000	1.18	0	1.18	0	0.00			21600000
		PINCERS COMMODITIES PRIVATE		1	21600000	0		21600000	1.18	21600000	0	21600000	1.18	0	1.18	0	0.00			21600000
		CHILLYPOT TRADING PRIVATE		1	21600000	0		21600000	1.18	21600000	0	21600000	1.18	0	1.18	0	0.00			21600000
		MARIANGO TRADING PRIVATE		1	21600000	0		21600000	1.18	21600000	0	21600000	1.18	0	1.18	0	0.00			21600000
	(m)	Any Other (specify)
	(m1)	Employee Trusts		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(m2)	Overseas Depositories (Holding DRs) (Balancing Figure)		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
	(m3)	Resident Indian Huf		2657	35570527	0		35570527	1.95	35570527	0	35570527	1.95	0	1.95	0	0.00		0.00	35570527
	(m4)	Trusts		5	187239	0		187239	0.01	187239	0	187239	0.01	0	0.01	0	0.00		0.00	187239
	(m5)	Firms		49	1961544	0		1961544	0.11	1961544	0	1961544	0.11	0	0.11	0	0.00		0.00	1961544
	(m6)	Escrow Account		1	1162318	0		1162318	0.06	1162318	0	1162318	0.06	0	0.06	0	0.00		0.00	1162318
	(m7)	Clearing Members/House		1	48000	0		48000	0.00	48000	0	48000	0.00	0	0.00	0	0.00		0.00	48000
	(m8)	Others		0	0	0		0	0.00	0	0	0	0.00	0	0.00	0	0.00		0.00	0
		Sub Total (B)(4)		769621	1656973353	0	0	1656973353	90.63	1656973353	0	1656973353	90.63	0	90.63	9600000	3.90	-	0.00	1656003408	0	0	0
		Total Public Shareholding (B)= (B)(1)+(B)(2)+ B(3)+B(4)		769652	1657671677	0	0	1657671677	90.67	1657671677	0	1657671677	90.67	0	90.67	9600000	0.58	-	0.00	1656684056

303

Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	Table IV- Statement showing shareholding patter	n of the Non Promoter- Non Public shareholder	n of the Non Promoter- Non Public shareholder	n of the Non Promoter- Non Public shareholder	n of the Non Promoter- Non Public shareholder	n of the Non Promoter- Non Public shareholder	n of the Non Promoter- Non Public shareholder
	Category & Name of the Shareholders	PAN	No. of shareholder	No. of fully paid up equity shares held	Partly paid-up equity shares held	Nos. of shares underlying Depository Receipts	Total no. shares held	Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				No. of Shares Underlying Outstanding convertible securities (including Warrants)	Total shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital)	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in dematerializ ed form (Not Applicable)
									No of Voting Rights			Total as a % of Total Voting rights			No.	As a % of total Shar es held	No. (Not applicable)	As a % of total share s held (Not applic able)
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)=(IV)+(V)+( VI)	(VIII)	(IX)				(X)	(XI)= (VII)+(X)	(XII)		(XIII)		(XIV)
C1	Custodian/DR Holder		0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0
C2	Employees Benefit Trust (Under SEBI (Share Based Employee Benefit Regulation 2014)		0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0
	Total Non Promoter Non Public Shareholding (C)=(C)(1)+(C)(2)		0	0	0	0	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0

304

	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)	Table V -Statement Showing Details of Significant beneficial Owners (SBOs)
Sr .No.	Details of the SBO			Details of the Registered Owner			Details of Holding/ exercise of right of the SBO in the reporting company, Whether direct or Indirect			Date of creation / acquisition of significant beneficial interest
	( I )			( II )			( III )			( IV )
	Name	PAN/Passport No. in case of a foreign national	Nationality	Name	PAN/Passport No. in case of a foreign national	Nationality	Whether by Virtue of :
							Shares		%
							Voting Righrs		%
							Rights of distributable dividend or any other distribution		%
							Exercise of control
							Exercise of significant influence
1	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA

305

Annexure B

Annexure B	Annexure B	Annexure B
Table VI- Statement showing foreign ownership limits
	Board approved limits	Limits utilized
As on shareholding date
As on the end of previous 1st quarter As on the end of previous 2nd quarter As on the end of previous 3rd quarter
As on the end of previous 4th quarter

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- ANNEXURE 16

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- ANNEXURE 17

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311

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==> picture [44 x 44] intentionally omitted <==

IN THE NATIONAL COMPANY LAW TRIBUNAL: NEW DELHI COURT-VI

ITEM No. 105 CA(CAA)-20/ND/2025 CA/102/2025

IN THE MATTER OF:

G G Engineering Limited with Integra Essentia Limited

…. Appellant

Order under Section 230-232 (1st Motion) of the Companies Act, 2013

Order delivered on 15.05.2025

CORAM:

JUSTICE JYOTSNA SHARMA MS. ANU JAGMOHAN SINGH HON’BLE MEMBER (JUDICIAL) HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Appellant : Adv. S. Shiva, Adv. Ria Aggarwal For the Respondent :

HYBRID HEARING (PHYSICAL & VC) ORDER

CA/102/2025

(1) This is a Company Application under Section 420(2) of Companies Act, 2013 with the prayer to rectify some clerical mistakes which have occurred in the order dated 24.04.2025, passed by this Bench in Company Application CA (CAA)/111/ND/2024 .

(2) The Counsel for the Applicant submits that while passing the aforesaid order some typographical errors have crept in certain Para’s of the order, the details whereof have been mentioned in tabular form in annexure 2.

(3) The Section 420(2) of the Companies Act, 2013 permits this Tribunal to rectify any mistake apparent from the record or amend any order passed by it, if the mistake is brought to its notice by the parties.

(4) We went through the records. The order is rectified as below:-

(i) In Para 1, line 1 of the order the word “Joint” is hereby removed.

(ii) In Para 3 Line 2 the CIN No. of the Transferor Company shall be read as “CINL28900MH2006PLC159174.”

(iii) The last but 2 lines in Para 4 for the words & numbers “53,68,54,764/- divided into 26,84,27,382 Equity Shares of Rs. 2/each.”, the words & numbers “1,06,76,90,544/divided into 1,06,76,90,544 Equity Shares of Re. 1/- each.” are substituted.

Nawaz Ahmad

316

==> picture [44 x 44] intentionally omitted <==

(iv) In Para 9 for the date “01.04.2025” the date “01.07.2025” is substituted.

(v) In Para 12 (1) (c) line 4 the words “Shareholders/Members has been wrongly mentioned and is replaced with words “Unsecured Creditors.”

(vi) In Para 13 line 5 the words “and Unsecured Creditors” are hereby removed.

(vii) In Para 16 the words “and Unsecured Creditors” are hereby removed.

All of the above corrections are in the nature of typographical errors hence, they are corrected and the order is amended accordingly.

(5) The Applicant has also sought some additions/corrections in Para 5 and Para 11 of the order but the same are not in the nature of typographical errors. The rectifications as prayed in Para 5 and 11 are not acceptable in our view.

(6) On the basis of above discussion, the corrections in Para 1, 3, 4, 9, 13 and 16 are hereby allowed and this IA is disposed of accordingly.

Sd/- (ANU JAGMOHAN SINGH) MEMBER (TECHNICAL)

Sd/- (JUSTICE JYOTSNA SHARMA) MEMBER (JUDICIAL)

Nawaz Ahmad

317