Kotyark Industries Limited

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Date: December 15, 2023

To, National Stock Exchange of India Limited

Listing Department, Exchange Plaza, Plot no. C/1, G Block, Bandra -Kurla Complex, Bandra (East), Mumbai- 400 051.

Sub: Submission of Notice of Extra ordinary General Meeting of the Company.

Ref: Kotyark Industries Limited (SYMBOL / ISIN: KOTYARK/ INE0J0B01017)

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Pursuant to Regulation 30 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith Notice of Extra-ordinary General Meeting dated December 15, 2023 ("the Notice”) together with the Explanatory statement seeking approval of the members of the Company for resolution as set out in the notice, in respect of Extra ordinary General Meeting No. 02/2023-24 of the Members of Kotyark Industries Limited ("the company") to be held on Saturday, January 06, 2024 at 11:00 A.M. through Video Conference (VC) or Other Audio Visual Means (OAVM).

The Notice is being sent only through electronic mode to the members whose names appear in the Register of Members/ List of Beneficial owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email id is registered with the Company/Depositories, as on Friday, December 08, 2023.

The Company has engaged the services of National Securities Depository Limited ("NSDL"), for providing remote e- voting facility to all members. The e-voting facility will be available during the following period:

Commencement of e-voting: 9:00 A.M. (IST) on Wednesday, January 03, 2024 End of e-voting : 5:00 P.M. (IST) on Friday, January 05, 2024.

The Notice is also available on the Company's website at www.kotyark.com

For, Kotyark Industries Limited

BHAVESH Digitally signed by BHAVESH BACHUBH BACHUBHAI NAGAR AI NAGAR Date: 2023.12.15 18:17:31 +05'30'

__ Bhavesh Nagar Company Secretary and Compliance Officer Membership No. A62546

Place: Vadodara

Encl: Notice of EGM

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939 Registered office: A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani Vadodara-391740 Contact No. 0265-2773672, E-mail ID: [email protected], Website: www.kotyark.com

NOTICE OF EXTRA ORDINARY GENERAL MEETING (Pursuant to Section 101 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014

To, The Member(s)

NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING NO. KIL/EOGM/02/2023-24 OF THE MEMBERS OF KOTYARK INDUSTRIES LIMITED WILL BE HELD ON SATURDAY, JANUARY 06, 2024 AT 11:00 A.M. THROUGH VIDEO CONFERENCE (VC) OR OTHER AUDIO VISUAL MEANS (OAVM), TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS

ITEM NO. 1

TO ISSUE EQUITY SHARES ON PREFERENTIAL BASIS:

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

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the ‘SEBI ICDR Regulations’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘SEBI Listing Regulations’), the listing agreement entered into by the Company with National Stock Exchange of India Limited (‘Stock Exchanges’) on which the Equity Shares having face value of Rupees 10.00 each of the Company (‘Equity Shares’) are listed and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (‘SEBI’) and/ or any other competent authorities, whether in India or abroad (hereinafter referred to as ‘Applicable Regulatory Authorities’) from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions, sanctions, which the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), is hereby authorized to accept, the consent and approval of the members of the Company (‘Members’) be and is hereby accorded to the Board to create, issue, offer and allot up to 7,08,600 (Seven Lakhs Eight Thousand Six Hundred Only) Equity Shares of Rupees 10.00 each fully paid up, on a preferential basis (“Preferential Issue”), to the Proposed Allottees as stated herein below, at an issue price of Rupees Rs. 780.00 (Rupees Seven Hundred Eighty Only) per Equity Share including Security Premium of Rs. 770 (Rupees Seven Hundred Seventy only) per Equity Share, being the price higher than the price determined in accordance with Chapter V (Preferential Issue) of the SEBI ICDR Regulations, in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the relevant provisions of SEBI ICDR Regulations, or other applicable laws in this regard:

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(Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

Registered office: A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani Vadodara-391740 Contact No. 0265-2773672, E-mail ID: [email protected], Website: www.kotyark.com

Sr. No.	Name of Proposed Allottees	Category of Allottee	No of Equity shares proposed to be issued	PAN
1.	JESMIN SEJALKUMAR SHAH	NON-PROMOTER	100000.00	AJKPS6967R
2.	HARSHIT I TALATI HUF	NON-PROMOTER	64200.00	AAEHH0009N
3.	VIKASA INDIA EIF I FUND	NON-PROMOTER	45000.00	AAECV7994B
4.	HARSHAD BHOGILAL SHAH	NON-PROMOTER	32000.00	COXPS2423E
5.	SEEMA AMRIT GANDHI	NON-PROMOTER	32000.00	AAEPG0960B
6.	AKILANDESWARI S SELVAMURTHY	NON-PROMOTER	26000.00	ANDPA8938M
7.	INDIA EMERGING GIANTS FUND LIMITED	NON-PROMOTER	25600.00	AAFCI9293P
8.	VINEY EQUITY MARKET LLP	NON-PROMOTER	20000.00	AASFV2634F
9.	BLUE LOTUS CAPITAL MULTI BAGGER FUND II	NON-PROMOTER	19200.00	AAETB5142Q
10.	PERSISTENT GROWTH FUND-VARSU INDIA GROWTH STORY SCHEME 1	NON-PROMOTER	19200.00	AAETV1231C
11.	PRITESH PRAVINCHANDRA VORA	NON-PROMOTER	16000.00	ABUPV0778K
12.	NAV CAPITAL VCC-NAV CAPITAL EMERGING STAR FUND	NON-PROMOTER	13000.00	AAICN2612C
13.	VIKASA INDIA EIF I FUND-EMERGING GIANTS FUND	NON-PROMOTER	12800.00	AAICV6998H
14.	N ANIL KUMAR	NON-PROMOTER	12800.00	ACCPA4284A
15.	LENIN KRISHNAMOORTHY	NON-PROMOTER	12600.00	BQXPB9145D
16.	ASHISHKUMAR JAYMINBHAI PATEL	NON-PROMOTER	12000.00	BGWPP6461K
17.	NAMRATA NATINKUMAR SHAH	NON-PROMOTER	11000.00	ASLPS8084R
18.	ANJALI SANGTANI	NON-PROMOTER	11000.00	AXQPA3048M
19.	VARUN AGARWAL	NON-PROMOTER	10000.00	AEMPV6641L
20.	YASHASVI WEALTH MANAGEMENT	NON-PROMOTER	10000.00	AACFY1302M

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

Sr. No.	Name of Proposed Allottees	Category of Allottee	No of Equity shares proposed to be issued	PAN
	LLP
21.	NIKHIL SHAH	NON-PROMOTER	10000.00	ALLPS1223P
22.	NEHA GUNAVANTH KUMAR	NON-PROMOTER	9000.00	CDSPN8554R
23.	MALAV PRAKASHKUMAR SHAH HUF	NON-PROMOTER	9000.00	AAMHM9299P
24.	AJIT HIRJI DEDHIA	NON-PROMOTER	6400.00	ABDPD7570Q
25.	SAVITABAHEN ARVINDBHAI PATEL	NON-PROMOTER	6400.00	ABNPP7765M
26.	PARAS KUMAR	NON-PROMOTER	6400.00	AAHPP8180F
27.	HEMCHAND LALJI GALA	NON-PROMOTER	6400.00	ABUPG3062D
28.	NISHA MANEKCHAND JAIN	NON-PROMOTER	6400.00	AHEPJ3732B
29.	VIKAS KUMAR GADIYA	NON-PROMOTER	6400.00	AAPPV2619F
30.	MANOJ AMLOKCHAND GADIYA	NON-PROMOTER	6400.00	ABQPM1629Q
31.	TANVI RAKESHKUMAR SHAH	NON-PROMOTER	6400.00	FMMPS6476M
32.	RUTVIK SHAH	NON-PROMOTER	6400.00	KOGPS1312F
33.	JAYA KAVINDRA GALA	NON-PROMOTER	6400.00	AAMPG4336K
34.	GAURANG RAMESHCHANDRA SHAH	PROMOTER	6000.00	AFRPS0400C
35.	VRISHALI AMEET PISPATI	NON-PROMOTER	5200.00	AFVPP3491C
36.	SANDEEP BHANDARI	NON-PROMOTER	4000.00	AKDPB4199E
37.	AVINASH V	NON-PROMOTER	3800.00	AHLPA1008J
38.	SHEETAL MOHANCHAND	NON-PROMOTER	3800.00	APDPS9868Q
39.	V REKHA BOHRA	NON-PROMOTER	3800.00	BGWPB6710R
40.	D PRAKASH DEVI	NON-PROMOTER	3800.00	AAPPP5023P
41.	VIRENDRA SHYAMLAL GUPTA	NON-PROMOTER	3800.00	ABMPG9161B
42.	AARCHI BINAKIYA	NON-PROMOTER	3200.00	AOAPB3935R

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

Sr. No.	Name of Proposed Allottees	Category of Allottee	No of Equity shares proposed to be issued	PAN
43.	PRABHAT TYAGI	NON-PROMOTER	3200.00	AADPT7973L
44.	SVAR FAMILY TRUST	NON-PROMOTER	3200.00	ABGTS2950N
45.	NAVEEN MENEZES	NON-PROMOTER	3200.00	ARHPM1579Q
46.	NILESH PRADIP KURHADE	NON-PROMOTER	3200.00	AHDPK5609H
47.	D MOHANA	NON-PROMOTER	3200.00	CUSPM3447H
48.	MANOJ DEVIDAS KULCHANDANI	NON-PROMOTER	3200.00	AAJPK7817Q
49.	SUNEEL PADAVALA HUF	NON-PROMOTER	3200.00	ABJHS3736D
50.	DEEPAK DHANWANTRAI SHAH	NON-PROMOTER	3200.00	BRMPS7790D
51.	TECHINDIA INFOWAY PRIVATE LTD	NON-PROMOTER	3200.00	AABCT0073E
52.	MUSTAFA ZOEB KACHWALA	NON-PROMOTER	3200.00	APRPK8560P
53.	PARAGRAPH SECURITIES PRIVATE LIMITED	NON-PROMOTER	3200.00	AAACR0060Q
54.	ANG CORPORATE SERVICES PRIVATE LIMITED	NON-PROMOTER	3200.00	AAICA4868R
55.	RAJVI AKSHAY SHAH	NON-PROMOTER	3000.00	OYVPS2779P
56.	DHRUTI MIHIR SHAH	NON-PROMOTER	3000.00	FOBPS9121A
57.	BHAVIN BHOGILAL PATEL	NON-PROMOTER	3000.00	AOJPP8779C
58.	HEMLATABEN VIPULBHAI PATEL	NON-PROMOTER	3000.00	BWRPP7956G
59.	KETANABEN J PATEL	NON-PROMOTER	3000.00	AOYPP9903P
60.	HARSHIDA MADANBHAI GANDHI	NON-PROMOTER	3000.00	AJQPG5231N
61.	USHA HARIVADAN SHAH	NON-PROMOTER	3000.00	AGTPS8639Q
62.	HARDIK SHAILESHBHAI SHAH HUF	NON-PROMOTER	3000.00	AAJHS3578L
63.	SARVESH SHUBHKARAN SANGHI	NON-PROMOTER	3000.00	ANWPS9478D
64.	NIKHIL TYAGI	NON-PROMOTER	3000.00	AFNPT0866R

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

Sr. No.	Name of Proposed Allottees	Category of Allottee	No of Equity shares proposed to be issued	PAN
65.	JAVED SAIFUDDIN NAZIM	NON-PROMOTER	2400.00	AARPN8265D
66.	SURBHI SEKHRI	NON-PROMOTER	2000.00	DIDPS1291B
67.	DAIZAM AGGARWAL	NON-PROMOTER	2000.00	ANBPB2337B
	TOTAL		708600

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price (inclusive of premium) for the Preferential Allotment of the Equity Shares is Thursday, December 07, 2023, being the date 30 days prior to the deemed date of passing of resolution via Extra Ordinary General Meeting.

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

a) The full consideration (‘Cash Consideration’) in respect of Equity Shares shall be paid by the Proposed Allottees at the time of allotment of Equity Shares and the consideration must be paid from respective Proposed Allottees’ bank account.
b) The Equity Shares to be allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company bearing ISIN: INE0J0B01017 in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.
c) The Equity Shares to be allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations and will be listed on the Stock Exchanges subject to receipt of necessary permissions and approvals.
d) The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.
e) The equity shares so offered, issued and allotted will be listed on the National Stock Exchange of India Limited where the equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.

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

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decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations and that the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any Committee of the Board or any one or more Director(s)/Company Secretary/ any Officer(s) of the Company to give effect to the aforesaid resolution.”

By order of the Board For Kotyark Industries Limited Sd/Date: December 14, 2023 Gaurang Rameshchandra Shah Place: Vadodara Chairman & Managing Director DIN: 03502841

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ITEM NO. 1

TO ISSUE EQUITY SHARES ON PREFERENTIAL BASIS: SPECIAL RESOLUTION

In terms of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the ‘SEBI ICDR Regulations’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘SEBI Listing Regulations’), the listing agreement entered into by the Company with National Stock Exchange of India Limited (‘Stock Exchange’) on which the Equity Shares having face value of Rupees 10.00 each of the Company (‘Equity Shares’) are listed, the Board of Directors of the Company, in their meeting held on December 14, 2023, subject to approval of shareholders of the Company by way of special resolution, approved the issue of up to 7,08,600 (Seven Lakhs Eight Thousand Six Hundred Only) Equity Shares of the Company having face value of Rupees 10.00 each to the proposed allottees as mentioned in the resolution. The Board seeks approval of the Members of the Company, by way of Special Resolution, for issue and allotment of Equity Shares on preferential basis to the Proposed Allottees.

It may be noted that;

All equity shares of the Company are already made fully paid up as on date. Further, all equity shares to be allotted by way of preferential issue shall be made fully paid up at the time of the allotment;
All equity shares of the Company held by the Proposed Allottees, if any, are in dematerialised form;
The Company is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange where the equity shares of the Company are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by the SEBI thereunder;
The Company has obtained the Permanent Account Numbers of the proposed allottees.
The Proposed Allottees have represented and declared to the Company that they have not sold or transferred any equity Shares of the Company during the 90 trading days preceding the relevant date.
None of the Promoters and Directors of the Company are fugitive economic offender;
The Company do not have any outstanding dues to the Board, the Stock Exchanges or the Depositories.

The Company will make the application for in-principle approval to the Stock Exchange, where its equity shares are listed, on the same day when the notice will be sent in respect of the EGM seeking shareholders’ approval by way of Special Resolution.

In terms of Section 102 of the Companies Act, 2013 (“Act”), this Explanatory Statement sets out all the material facts in respect of aforementioned business. As required under Section 23, 42 and 62(1)(c) of the Act read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 of Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI ICDR Regulations, necessary information or details in respect of the proposed Preferential Issue of Equity Shares are as under:

A. Particulars of the Preferential Issue including date of passing of Board resolution

The Board of Directors at its meeting held on December 14, 2023 had, subject to the approval of the Members and such other approvals as may be required, approved the issuance of upto 7,08,600 (Seven Lakhs Eight Thousand Six Hundred Only) Equity Shares at a price of Rs. 780 per Equity Share, aggregating upto Rs. 55,27,08,000/- (Rupees Fifty Five Crore Twenty Seven Lakh Eight Thousand only) for cash consideration, on a preferential basis.

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B. Number of Shares, Kinds of securities offered and the price at which security is being offered To create, issue, offer and allot up to 7,08,600 (Seven Lakhs Eight Thousand Six Hundred Only) Equity Shares of Rupees 10.00 each, on a preferential basis (“Preferential Issue”), to the Proposed Allottees at an issue price of Rs. 780.00 per Equity Share including Security Premium of Rs. 770.00 (Rupees Seven Hundred Seventy only) per Equity Share, being the price higher than the price determined in accordance with Chapter V (Preferential Issue) of the SEBI ICDR Regulations and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the relevant provisions of SEBI ICDR Regulations, or other applicable laws in this regard.

C. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made along with report of the registered valuer & Pricing of the preferential issue:

The Equity Shares of Company are listed on National Stock Exchange of India Limited for a period of more than 90 trading days as on the relevant date i.e. Thursday, December 07, 2023 and are frequently traded in accordance with SEBI ICDR Regulations.

The Price of the Equity Shares to be allotted to the Proposed Allottees of the Company shall not be less than the price determined in accordance with the SEBI ICDR Regulations. Currently, SEBI ICDR Regulations provides that the pricing for the issue of securities on preferential basis by a listed Company is to be based on the following parameters:

a) In case of “frequently traded shares (Regulation 164(1) of the SEBI ICDR Regulations: If the equity shares of the Company have been listed on a recognised stock exchanges for a period of 90 trading days or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following;
i. The 90 trading days’ volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date; or
ii. The 10 trading days’ volume weighted average prices of the related equity shares quoted on are recognised stock exchange preceding the relevant date.
- Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.
b) In case of Change in Control or allotment of more than five per cent. (Regulation 166A(1) of the SEBI ICDR Regulations:
Any preferential issue, which may result in a change in control or allotment of more than five per cent of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price.

Provided that the floor price, in such cases, shall be higher of the floor price determined under sub regulation (1), (2) or (4) of regulation 164, as the case may be, or the price determined under the valuation report from the independent registered valuer or the price determined in accordance with the provisions of the Articles of Association of the issuer, if applicable:-

Articles of association provides for method of determination which does not result in floor price higher than that determine under ICDR Regulation 2018, for which valuation certificate is taken from, Mr. Abhishek Chhajed, an Independent Registered Valuer.

The Company’s Equity Share are listed only at one stock exchange i.e. Emerge Platform of National Stock Exchange of India Limited and accordingly, “Emerge Platform of National Stock Exchange of India Limited” is the Stock exchange on which the highest trading volume in respect of the equity shares of the issuer has been recorded during the preceding 90 trading days prior to the relevant date.

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In terms of Regulation 164 (1) of the SEBI ICDR Regulations, the Company has taken Valuation Report dated December 14, 2023 from Mr. Abhishek Chhajed, an Independent Registered Valuer having his office at B/1115 Sun West Bank, Opp. City Gold Cinema, Ashram Road, Ahmedabad – 380009 and Registration No: IBBI/RV/03/2020/13674 and the copy of the same has been hosted on the website of the Company which can be accessed at www.kotyark.com, under Investors Info tab. As per the Valuation Report, the minimum price, in terms of Regulation 164(1) of the SEBI ICDR Regulations, at which Equity Shares to be issued is Rs. 777.82 (Seven Hundred Seventy Seven Point Eighty Two only)

However, the issue price for this Preferential Issue is kept at Rs. 780 per Equity Share including Security Premium of Rs. 770 per Equity Share which is higher than the above Floor Price determined in accordance with Regulation 164(1) of SEBI ICDR Regulations.

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

The allotment is proposed to be made for cash only.

E. The price or price band at/within which the allotment is proposed:
There shall be no price band. All the equity shares under this preferential issue shall be made at an issue price of Rupees 780.00 (Rupees Seven Hundred Eighty only) per Equity Share including Security Premium of Rupees 770.00 (Rupees Seven Hundred Seventy only) per Equity Share, being the price higher than the price determined in accordance with Chapter V (Preferential Issue) of the SEBI ICDR Regulations.
F. Amount which the company intends to raise by way of such Equity Shares: Rs. 55,27,08,000/- (Rupees Fifty Five Crore Twenty Seven Lakh Eight Thousand only).
G. The Objects of the issue through preferential offer: The proceeds of the Preferential Issue will be utilized for prepayment of borrowings of the Company, meeting future funding requirements, working capital and other general corporate purposes of the Company.
H. The total number of securities to be issued:

The total number of Equity Shares proposed to be issued is 7,08,600 (Seven Lakhs Eight Thousand Six Hundred Only) Equity Shares of Rupees 10.00 each.

I. The intention of Promoter(s)/Director(s)/Key Managerial Personnel to subscribe to the offer. Mr. Gaurang Rameshchandra Shah Promoter & Chairman Managing Director of the Company and Ms. Dhruti Mihir Shah Whole Time Director intend to subscribe to the offer by subscribing 6000 Shares & 3000 Shares respectively, in the Proposed Offer
Except above, none of the Person falling under Promoters Group, Directors or Key Managerial Personnel intends to subscribe this offer.
J. The class or classes of persons to whom the allotment is proposed to be made:

The allotment is proposed to be made to the:-

a) Promoter b) Public Institutional- Foreign Portfolio Investor
c) Public - Non-Institutional – Individuals d) Public - Non-Institutional - LLP e) Public - Non-Institutional - Body Corporates f) Public- Non Institutional- Trust g) Public Institutional- Qualified Institutional Buyer (QIB)-AIF h) Public- Non Institutional- HUF i) Public - Non-Institutional - NRI

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KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited)

CIN: L24100GJ2016PLC094939

Registered office: A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani Vadodara-391740

Contact No. 0265-2773672, E-mail ID: [email protected], Website: www.kotyark.com

K. Shareholding Pattern of the Company before and after the Preferential Issue:

The Equity shares are proposed to be allotted to the Promoter/Non-promoters. Details of shareholding of the Promoters and Non-promoters in the Company, prior to and after the proposed Preferential Issue, are as under:

Category of Shareholder	Pre Issue(1)	Pre Issue(1)	Post Issue(2)	Post Issue(2)
	No. of Equity Shares	%	No. of Equity Shares	%
Promoter & Promoter Group
1. Indian	6041225	69.17	6047225	64.04
Individuals/ Hindu Undivided Family
Bodies Corporate	-	-	-	-
Sub Total (A)(1)	6041225	69.17	6047225	64.04
2. Foreign	-	-	-	-
Sub Total (A)(2)	-	-	-	-
Sub Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	6041225	69.17	6047225	64.04
Non-promoters’ holding (Public shareholding)
1. Institutions- Alternate Investment Funds	-	-	38400	0.41
2. Foreign Portfolio Investors	-	-	96400	1.02
3. NBFCs registered with RBI	2000	0.02	2000	0.02
Sub-Total (B) (1)	2000	0.02	136800	1.45
2. Central Government/State Government(s)/President of India	-	-	-	-
Sub-Total (B) (2)	-	-	-	-
3. Non-institutions
a) Individuals -
i. Individual shareholders holding nominal share capital up to Rs. 2 lakh.	1784000	20.43	2027200	21.47
ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	324800	3.72	488800	5.18

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KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

Category of Shareholder	Pre Issue(1)	Pre Issue(1)	Post Issue(2)	Post Issue(2)
	No. of Equity Shares	%	No. of Equity Shares	%
Directors and their relatives (excluding independent directors and nominee directors)	121975	1.40	124975	1.32
b) Any Other (Specify)
i. Bodies Corporate	137700	1.58	147300	1.56
ii. Non Resident Indians (NRIs)	66400	0.76	101800	1.08
iii. Trusts
iv) HUF	256200	2.93	335600	3.55
v) Firm	-	-	-	-
Vi) LLP	-	-	30000	0.32
Vii) Trusts	-	-	3200	0.03
Sub-Total (B) (3)	460300	5.27	617900	6.54
Sub Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)	2693075	30.83	3258875	34.51
Shares held by Custodians and against which Depository Receipts have been issued	-	-	-	-
Sub Total (C)	-	-	-	-
GRAND TOTAL (A)+(B)+(C)	8734300	100.00	9442900	100.00

Note:

1) The Pre Issue Shareholding Pattern is based on shareholding as on September 30, 2023.
2) The post issue shareholding pattern in the above table has been prepared on the basis that the proposed allottee(s) will subscribe to all Equity Shares which they are intent to do so. In the event for any reason, the proposed allottee(s) do not or are unable to subscribe to and/or are not allotted the Equity Shares they intent to do so, the shareholding pattern in the above table would undergo corresponding changes.
3) The Post Issue Shareholding will change on issuance of new equity shares to the shareholders of Yamuna Bio Energy Private Limited (“Transferor Company” which is under process of amalgamation with our company/transferee company). the status of amalgamation order of NCLT is already pronounced and final copy of order will be received in due course of time.

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

4) It is further assumed that shareholding of the Company in all other categories will remain unchanged.
5) The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of equity shares of the Company.
L. The time within which the preferential issue shall be completed:
As required under SEBI ICDR Regulations, the Company shall complete the allotment of equity shares as aforesaid on or before the expiry of 15 days from the date of passing of special resolution by the shareholders according consent for preferential issue or in the event of allotment of equity shares would require any other approvals or permissions from any regulatory authorities including stock exchange where the shares of the Company are listed or the Central Government, within 15 days from the date of receipt of last of such approvals or permissions as the case may be.
M. Details of Proposed Allottees and the identity of the Natural Persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them.

Sr. No.	Name of Proposed Allottees	Current Status of the Allottee	Proposed Status of the Allottee	Ultimate Beneficial Owner	Post Issue	Shareholding*
					No. of Equity Shares	% of Post Issue Capital
1.	JESMIN SEJALKUMAR SHAH	PUBLIC	PUBLIC	SELF	100000.00	1.06
2.	HARSHIT I TALATI HUF	PUBLIC	PUBLIC	HARSHIT INDRAVADAN TALATI	64200.00	0.68
3.	VIKASA INDIA EIF I FUND	PUBLIC	PUBLIC	MARK ANDREW RANKIN, DORSEY RANDALL BUTTRAM JR, ROSHEN PUJARI	45000.00	0.48
4.	HARSHAD BHOGILAL SHAH	PUBLIC	PUBLIC	SELF	42600.00	0.45
5.	SEEMA AMRIT GANDHI	PUBLIC	PUBLIC	SELF	38000.00	0.40
6.	AKILANDESWARI S SELVAMURTHY	PUBLIC	PUBLIC	SELF	26000.00	0.28
7.	INDIA EMERGING GIANTS FUND LIMITED	PUBLIC	PUBLIC	LISA MARIE HEJI	25600.00	0.27
8.	VINEY EQUITY MARKET LLP	PUBLIC	PUBLIC	ANANT AGGARWAL, VINEY PARKASH AGGARWAL, SHOBHA	20000.00	0.21

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KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939 Registered office: A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani Vadodara-391740 Contact No. 0265-2773672, E-mail ID: [email protected], Website: www.kotyark.com

Sr. No.	Name of Proposed Allottees	Current Status of the Allottee	Proposed Status of the Allottee	Ultimate Beneficial Owner	Post Issue	Shareholding*
					No. of Equity Shares	% of Post Issue Capital
				AGGARWAL
9.	BLUE LOTUS CAPITAL MULTI BAGGER FUND II	PUBLIC	PUBLIC	HARIKRISHNAN SELVAKUMAR	19200.00	0.20
10.	PERSISTENT GROWTH FUND- VARSU INDIA GROWTH STORY SCHEME 1	PUBLIC	PUBLIC	VARUN GUPTA	37600.00	0.40
11.	PRITESH PRAVINCHANDRA VORA	PUBLIC	PUBLIC	SELF	16000.00	0.17
12.	NAV CAPITAL VCC- NAV CAPITAL EMERGING STAR FUND	PUBLIC	PUBLIC	VEERENDRA KEDARNATH CHANDALADA	13000.00	0.14
13.	VIKASA INDIA EIF I FUND-EMERGING GIANTS FUND	PUBLIC	PUBLIC	MARK ANDREW RANKIN, DORSEY RANDALL BUTTRAM JR, ROSHEN PUJARI	12800.00	0.14
14.	N ANIL KUMAR	PUBLIC	PUBLIC	SELF	12800.00	0.14
15.	LENIN KRISHNAMOORTHY	PUBLIC	PUBLIC	SELF	12800.00	0.14
16.	ASHISHKUMAR JAYMINBHAI PATEL	PUBLIC	PUBLIC	SELF	12000.00	0.13
17.	NAMRATA NATINKUMAR SHAH	PUBLIC	PUBLIC	SELF	33400.00	0.35
18.	ANJALI SANGTANI	PUBLIC	PUBLIC	SELF	11000.00	0.12
19.	VARUN AGARWAL	PUBLIC	PUBLIC	SELF	10000.00	0.11

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Sr. No.	Name of Proposed Allottees	Current Status of the Allottee	Proposed Status of the Allottee	Ultimate Beneficial Owner	Post Issue	Shareholding*
					No. of Equity Shares	% of Post Issue Capital
20.	YASHASVI WEALTH MANAGEMENT LLP	PUBLIC	PUBLIC	MALAY ROHITKUMAR BHOW, VIRAL MALAYBHAI BHOW	10000.00	0.11
21.	NIKHIL SHAH	PUBLIC	PUBLIC	SELF	10000.00	0.11
22.	NEHA GUNAVANTH KUMAR	PUBLIC	PUBLIC	SELF	9000.00	0.10
23.	MALAV PRAKASHKUMAR SHAH HUF	PUBLIC	PUBLIC	MALAV PRAKASHKUMAR SHAH	15000.00	0.16
24.	AJIT HIRJI DEDHIA	PUBLIC	PUBLIC	SELF	6400.00	0.07
25.	SAVITABAHEN ARVINDBHAI PATEL	PUBLIC	PUBLIC	SELF	6400.00	0.07
26.	PARAS KUMAR	PUBLIC	PUBLIC	SELF	13400.00	0.14
27.	HEMCHAND LALJI GALA	PUBLIC	PUBLIC	SELF	6400.00	0.07
28.	NISHA MANEKCHAND JAIN	PUBLIC	PUBLIC	SELF	6400.00	0.07
29.	VIKAS KUMAR GADIYA	PUBLIC	PUBLIC	SELF	6400.00	0.07
30.	MANOJ AMLOKCHAND GADIYA	PUBLIC	PUBLIC	SELF	6400.00	0.07
31.	TANVI RAKESHKUMAR SHAH	PUBLIC	PUBLIC	SELF	6600.00	0.07
32.	RUTVIK SHAH	PUBLIC	PUBLIC	SELF	7000.00	0.07
33.	JAYA KAVINDRA	PUBLIC	PUBLIC	SELF	6400.00	0.07

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Sr. No.	Name of Proposed Allottees	Current Status of the Allottee	Proposed Status of the Allottee	Ultimate Beneficial Owner	Post Issue	Shareholding*
					No. of Equity Shares	% of Post Issue Capital
	GALA
34.	GAURANG RAMESHCHANDRA SHAH	PROMOTE R	PROMOTE R	SELF	4264025.0 0	45.16
35.	VRISHALI AMEET PISPATI	PUBLIC	PUBLIC	SELF	5200.00	0.06
36.	SANDEEP BHANDARI	PUBLIC	PUBLIC	SELF	4000.00	0.04
37.	AVINASH V	PUBLIC	PUBLIC	SELF	3800.00	0.04
38.	SHEETAL MOHANCHAND	PUBLIC	PUBLIC	SELF	3800.00	0.04
39.	V REKHA BOHRA	PUBLIC	PUBLIC	SELF	6800.00	0.07
40.	D PRAKASH DEVI	PUBLIC	PUBLIC	SELF	3800.00	0.04
41.	VIRENDRA SHYAMLAL GUPTA	PUBLIC	PUBLIC	SELF	3800.00	0.04
42.	AARCHI BINAKIYA	PUBLIC	PUBLIC	SELF	3200.00	0.03
43.	PRABHAT TYAGI	PUBLIC	PUBLIC	SELF	3200.00	0.03
44.	SVAR FAMILY TRUST	PUBLIC	PUBLIC	ANAR SWAPNIL SHAH	3200.00	0.03
45.	NAVEEN MENEZES	PUBLIC	PUBLIC	SELF	3200.00	0.03
46.	NILESH PRADIP KURHADE	PUBLIC	PUBLIC	SELF	3200.00	0.03
47.	D MOHANA	PUBLIC	PUBLIC	SELF	3200.00	0.03
48.	MANOJ DEVIDAS KULCHANDANI	PUBLIC	PUBLIC	SELF	3200.00	0.03
49.	SUNEEL PADAVALA HUF	PUBLIC	PUBLIC	SUNEEL PADAVALA	3200.00	0.03

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Sr. No.	Name of Proposed Allottees	Current Status of the Allottee	Proposed Status of the Allottee	Ultimate Beneficial Owner	Post Issue	Shareholding*
					No. of Equity Shares	% of Post Issue Capital
50.	DEEPAK DHANWANTRAI SHAH	PUBLIC	PUBLIC	SELF	3200.00	0.03
51.	TECHINDIA INFOWAY PRIVATE LTD	PUBLIC	PUBLIC	R SATHYA KUMAR, UMA MAHESWARI	4400.00	0.05
52.	MUSTAFA ZOEB KACHWALA	PUBLIC	PUBLIC	SELF	3200.00	0.03
53.	PARAGRAPH SECURITIES PRIVATE LIMITED	PUBLIC	PUBLIC	VIDHU GADIA CHAITANYA GADIA, SANTOSH GADIA,	3200.00	0.03
54.	ANG CORPORATE SERVICES PRIVATE LIMITED	PUBLIC	PUBLIC	SANTOSH GADIA, ANSHUMAN KHANNA, CHAITANYA GADIA, NEHA KHANNA	3200.00	0.03
55.	RAJVI AKSHAY SHAH	PUBLIC	PUBLIC	SELF	3000.00	0.03
56.	DHRUTI MIHIR SHAH	PUBLIC	PUBLIC	SELF	93375.00	0.99
57.	BHAVIN BHOGILAL PATEL	PUBLIC	PUBLIC	SELF	3000.00	0.03
58.	HEMLATABEN VIPULBHAI PATEL	PUBLIC	PUBLIC	SELF	3000.00	0.03
59.	KETANABEN J PATEL	PUBLIC	PUBLIC	SELF	3000.00	0.03
60.	HARSHIDA MADANBHAI GANDHI	PUBLIC	PUBLIC	SELF	3000.00	0.03
61.	USHA HARIVADAN SHAH	PUBLIC	PUBLIC	SELF	3000.00	0.03
62.	HARDIK SHAILESHBHAI	PUBLIC	PUBLIC	HARDIK SHAILESHBHAI	3000.00	0.03

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KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited)

CIN: L24100GJ2016PLC094939

Sr. No.	Name of Proposed Allottees	Current Status of the Allottee	Proposed Status of the Allottee	Ultimate Beneficial Owner	Post Issue	Shareholding*
					No. of Equity Shares	% of Post Issue Capital
	SHAH HUF			SHAH
63.	SARVESH SHUBHKARAN SANGHI	PUBLIC	PUBLIC	SELF	3000.00	0.03
64.	NIKHIL TYAGI	PUBLIC	PUBLIC	SELF	3000.00	0.03
65.	JAVED SAIFUDDIN NAZIM	PUBLIC	PUBLIC	SELF	2400.00	0.03
66.	SURBHI SEKHRI	PUBLIC	PUBLIC	SELF	2000.00	0.02
67.	DAIZAM AGGARWAL	PUBLIC	PUBLIC	SELF	2000.00	0.02

None of the Proposed Allottees have been allotted any securities of the Company during the financial year 2023-24.

N. Relevant Date:

The relevant date for the purpose of determination of minimum price of Equity Shares to be issued is fixed as Thursday, December 07, 2023 being the date thirty day prior to the deemed date of passing of Special Resolution through Extra Ordinary General Meeting, in accordance with the SEBI ICDR Regulations.

O. Principle terms of assets charged as securities

Not Applicable

P. Valuation and justification for the allotment proposed to be made for consideration other than cash. Not Applicable

Q. Change in Control, if any, in the Company consequent to the preferential issue:

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

R. Undertaking regarding re-computation of price:

The Company undertakes to re-compute the price of the Equity Shares in terms of provision of SEBI ICDR Regulations, where it is required to do so, If the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the Equity Shares shall continue to be locked- in till the time such amount is paid by the Proposed Allottees.

S. Certificate of Practicing Company Secretary:

The Company has obtain the Certificate from M/s. Mittal V Kothari & Associates, Practising Company Secretaries, certifying that the preferential issue is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations. A copy of said Certificate has been hosted on the website of the Company at www.kotyark.com under Investors Tab.

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

T. Lock in Period:

The Equity Shares to be allotted shall be subject to ‘lock-in’ as per chapter V of the SEBI ICDR Regulations. Further, the entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 90 trading days from the date of trading approval.

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

The Company has not made any allotment on preferential basis during the current financial year 2023-24.

V. Listing:

The Company will make an application to National Stock Exchange of India Limited at which the existing equity shares of the Company are listed, for listing of the Equity Shares allotted under this Preferential Issue. All the Equity Shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend and voting rights.

W. Disclosures specified in Schedule VI, if the issuer or any of its promoters or directors is a wilful defaulter: The Company, it’s Promoters and its Directors have not been declared as wilful defaulters or a fraudulent borrower or fugitive economic offender as defined under SEBI ICDR Regulations.

Pursuant to Section 62(1)(c) of the Companies Act, 2013, further equity shares may be issued to persons other than the existing members of the Company as specified in Section 62(1)(a) of the Companies Act, 2013, provided that the members of the Company approve the issue of such equity shares by means of a special resolution.

In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after the approval of its shareholders by way of a special resolution has been obtained. Further in terms of Regulations 160 of SEBI ICDR Regulations, a special resolution needs to be passed by shareholders of a listed company prior to issue of specified securities on preferential basis.

The resolution and the terms stated therein and in the explanatory statement hereinabove shall be subject to the guidelines/ regulations issued/ to be issued by the Government of India or the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other regulatory/ statutory authorities in that behalf and the Board shall have the absolute authority to modify the terms contained herein or in the said resolution, if required by the aforesaid regulatory/ statutory authorities or in case they do not conform with the SEBI ICDR Regulations including any amendment, modification, variation or re-enactment thereof.

The approval of the members is being sought to enable the Board to issue and allot the equity shares on a preferential/ private placement basis, to the extent and in the manner as set out in the resolution and the explanatory statement.

None of the Directors and/or Key Managerial Personnel of the Company and/ or their relatives is deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

The Board accordingly recommends the resolution set forth at Item no. 1 for approval of the members as a Special Resolution.

By order of the Board For Kotyark Industries Limited

Sd/Date: December 14, 2023 Gaurang Rameshchandra Shah Place: Vadodara Chairman & Managing Director DIN: 03502841

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

Registered office: A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani Vadodara-391740

Contact No. 0265-2773672, E-mail ID: [email protected], Website: www.kotyark.com

NOTES FOR SHAREHOLDERS FOR EOGM

1) The Government of India, Ministry of Corporate Affairs has allowed conducting the General Meeting (“Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), and dispended the personal presence of the members at the meeting. Accordingly, the Ministry of Corporate Affairs issued the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 prescribing the procedures and manner of conducting the Extra Ordinary General Meeting through VC/ OAVM. In terms of the said circulars, the Extra Ordinary General Meeting (EOGM) of the members will be held through VC/OAVM. Hence, members can attend and participate in the EOGM through VC/OAVM only.

The detailed procedure for participation in the meeting through VC/OAVM is as per note no. 20 and available at the Company’s website www.kotyark.com. The deemed venue for the EGM shall be the Registered Office of the Company.

2) A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the EGM is annexed hereto. Further, additional information as required under Listing Regulations and Circulars issued thereunder are also annexed.
3) Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the Extra-Ordinary General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this EGM is being held pursuant to the MCA Circular through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Extra-Ordinary General Meeting and hence the Proxy Form and Attendance Slip are not annexed to the Notice.
4) Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/ JPEG Format) of its Board Resolution or governing body Resolution/Authorization etc., authorizing its representative to attend the Extra-Ordinary General Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered email address to [email protected] with copies marked to the Company at [email protected] or to National Securities Depository Limited (NSDL) at [email protected].
5) The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
6) Since the EGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.
7) In line with the aforesaid Ministry of Corporate Affairs (MCA) Circulars and SEBI Circular dated May 12, 2020 read with Circular dated January 15, 2021, the Notice of EGM along with other documents is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Member may note that Notice has been uploaded on the website of the Company at www.kotyark.com. The Notice can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and the EGM Notice is also available on the website of NSDL i.e. www.evoting.nsdl.com
8) In case of joint holders attending the EGM together, only holder whose name appearing first will be entitled to vote.
9) Members seeking any information with regard to the accounts or any matter to be placed at the EGM or who would like to ask questions or registered themselves as Speaker, are requested to write to the Company mentioning their name demat account number/folio number, email id, mobile number at [email protected] on or before Saturday, December 30, 2023

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KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

so as to enable the management to keep the information ready. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

10) Those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses submitted, by following the procedure given below;

In case the shareholder’s email ID is already registered with the Company/its Registrar & Share Transfer Agent “RTA”/ Depositories, log in details for e-voting are being sent on the registered email address.

In case the shareholder has not registered his/her/their email address with the Company/its RTA/Depositories, the following instructions to be followed:

a) 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 [email protected]
b) 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 [email protected]
c) Alternatively, member may send an e-mail request to [email protected] for obtaining User ID and Password by proving the details mentioned in Point (a) or (b) as the case may be.
d) It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participants.
e) Those shareholders who have already registered their e-mail address are requested to keep their e-mail addresses validated with their depository participants / the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited to enable servicing of notices / documents electronically to their e-mail address.
11) Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to KFin Technologies Limited, (Company’s Registrar and Transfer Agents) in case the shares are held by them in physical form.
12) Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form are advised to file nomination in prescribed form SH-13 with the RTA. In respect of shares held in Electronic / Demat form, members may please contact their respective Depository Participants.
13) The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.
14) The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to RTA.
15) The facility for joining the EGM shall open at 10:45 A.M. i.e. fifteen minutes before the starting of the EGM and shall not be closed till the expiry of fifteen minutes after the starting of the EGM at 11:00 A.M.
16) Members joining EGM through VIDEO CONFERENCING shall be counted for the purpose of quorum.

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KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited)

CIN: L24100GJ2016PLC094939

17) Members joining EGM through VIDEO CONFERENCING shall elect one of themselves to be the Chairman of the meeting (EGM).
18) To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
19) All the documents including registers of directors and KMP and their shareholding (Section 70), Register of contracts or arrangements (Section 189), Register of Members etc. are open for inspection during the business hours of the company on all working days except Saturdays, Sundays and public holidays at the Registered Office of the company before and on the date of the meeting as well. It may be further noted that the relevant extracts of the above mentioned registers as required by the member/s may be shared electronically i.e. scanned copy of the same on request received from the member in this regard through their registered email ids with the company.

20) PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS AND PARTICIPATING AT THE EGM THROUGH VC/OAVM:

i. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with NSDL, as the Authorised e-voting agency for facilitating voting through electronic means. The facility of casting votes by a member using remote e-voting as well as e-voting system on the date of the EGM will be provided by NSDL.

ii. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, December 29, 2023, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

iii. A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the EGM and prior to the Friday, December 29, 2023, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the EGM by following the procedure mentioned in this part.

iv. The remote e-voting will commence on 9:00 A.M. on Wednesday, January 03, 2024 and will end on 5:00 P.M. on Friday, January 05, 2024. During this period, the members of the Company holding shares as on the Cut-off date i.e. Friday, December 29, 2023 may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by NSDL thereafter.

v. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

vi. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. Friday, December 29, 2023.

vii. The Company has appointed M/s. Mittal V Kothari & Associates, Practicing Company Secretaries, Ahmedabad, to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of the EGM, in a fair and transparent manner.

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DETAILS

Company	Kotyark Industries Limited A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani,Vadodara -391740 Tel No. +91 0265-2773672; E-Mail ID:[email protected] Website :www.kotyark.com
Registrar and Transfer Agent	Kfin Technologies Limited, Selenium Tower-B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Telangana – 500 032, E-Mail ID :[email protected] Contact No..:+91 40 6716 2222,79611000
E-Voting Agency & VC / OAVM	National Securities Depository Limited (NSDL) Email:[email protected] NSDL help desk:1800 1020 990 and 1800 22 44 30 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
Scrutinizer	Ms. Mittalben Vaikunthbhai Kothari, Proprietor of Mittal V Kothari & Associates (Membership No. 46731; CP No. 17202) Company Secretary in Practice Address:D-25, Kirtisagar Appartment, Nr. Omkareshwar Mandir, Satellite, Ahmedabad-380015 Email:[email protected]; M. No.:+91 91060 83170

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 resolution set out in this notice :

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 [email protected].
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 [email protected]. If you are an Individual shareholder 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 .
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e- voting by providing above mentioned documents.
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.

Page 22 of 22

AI assistant

Kotyark Industries Limited Proxy Solicitation & Information Statement 2023

59612_rns_2023-12-15_817d4b65-4e01-4dfc-bff1-c5e48d5fe3af.pdf

To, National Stock Exchange of India Limited

Sub: Submission of Notice of Extra ordinary General Meeting of the Company.

Ref: Kotyark Industries Limited (SYMBOL / ISIN: KOTYARK/ INE0J0B01017)

For, Kotyark Industries Limited

SPECIAL BUSINESS

ITEM NO. 1

TO ISSUE EQUITY SHARES ON PREFERENTIAL BASIS:

KOTYARK INDUSTRIES LIMITED

ITEM NO. 1

A. Particulars of the Preferential Issue including date of passing of Board resolution

C. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made along with report of the registered valuer & Pricing of the preferential issue:

KOTYARK INDUSTRIES LIMITED

K. Shareholding Pattern of the Company before and after the Preferential Issue:

KOTYARK INDUSTRIES LIMITED

Note:

KOTYARK INDUSTRIES LIMITED

KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited)

N. Relevant Date:

O. Principle terms of assets charged as securities

R. Undertaking regarding re-computation of price:

S. Certificate of Practicing Company Secretary:

KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

T. Lock in Period:

V. Listing:

NOTES FOR SHAREHOLDERS FOR EOGM

KOTYARK INDUSTRIES LIMITED

20) PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS AND PARTICIPATING AT THE EGM THROUGH VC/OAVM:

DETAILS

AI assistant

Kotyark Industries Limited — Proxy Solicitation & Information Statement 2023

59612_rns_2023-12-15_817d4b65-4e01-4dfc-bff1-c5e48d5fe3af.pdf

To, National Stock Exchange of India Limited

Sub: Submission of Notice of Extra ordinary General Meeting of the Company.

Ref: Kotyark Industries Limited (SYMBOL / ISIN: KOTYARK/ INE0J0B01017)

For, Kotyark Industries Limited

SPECIAL BUSINESS

ITEM NO. 1

TO ISSUE EQUITY SHARES ON PREFERENTIAL BASIS:

KOTYARK INDUSTRIES LIMITED

ITEM NO. 1

A. Particulars of the Preferential Issue including date of passing of Board resolution

C. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made along with report of the registered valuer & Pricing of the preferential issue:

KOTYARK INDUSTRIES LIMITED

K. Shareholding Pattern of the Company before and after the Preferential Issue:

KOTYARK INDUSTRIES LIMITED

Note:

KOTYARK INDUSTRIES LIMITED

KOTYARK INDUSTRIES LIMITED

(Formerly Kotyark Industries Private Limited)

N. Relevant Date:

O. Principle terms of assets charged as securities

R. Undertaking regarding re-computation of price:

S. Certificate of Practicing Company Secretary:

KOTYARK INDUSTRIES LIMITED (Formerly Kotyark Industries Private Limited) CIN: L24100GJ2016PLC094939

T. Lock in Period:

V. Listing:

NOTES FOR SHAREHOLDERS FOR EOGM

KOTYARK INDUSTRIES LIMITED

20) PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS AND PARTICIPATING AT THE EGM THROUGH VC/OAVM:

DETAILS

More from Kotyark Industries Limited

Kotyark Industries Limited Proxy Solicitation & Information Statement 2023