Kotyark Industries Limited — Proxy Solicitation & Information Statement 2024

Dec 24, 2024

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Date: December 24, 2024.

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (E), Mumbai-400051

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") w.r.t Postal Ballot Notice.

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

==================================================================================== Respected Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of Postal Ballot & E-Voting, together with the Explanatory Statement thereto, seeking approval of the Members of the Company by way of a special resolution through the Postal Ballot process for the agendas as mentioned in the postal ballot Notice.

The aforementioned Notice is being sent by electronic mode today i.e., December 24, 2024, to all the Members, who have registered their email addresses with the Company/Depositories/Registrar and Transfer Agents of the Company viz., M/s. Kfin Technologies Limited and whose names appear in the Register of Members as on Friday, December 20, 2024.

The Notice of Postal Ballot & E-Voting is also available on the website of the Company viz., www.kotyark.com .

The remote e-voting will commence on Thursday, December 26, 2024 at 9.00 A.M. IST and end on Friday, January 24, 2025 at 5.00 p.m. IST, and the result thereof will be declared on or before Tuesday, January 28, 2025.

Kindly take the same on your records and oblige us.

For , Kotyark Industries Limited

BHAVESH Digitally signed by BHAVESH BACHUBHAI BACHUBHAI NAGAR Date: 2024.12.24 NAGAR 17:56:30 +05'30'

Bhavesh Nagar

Company Secretary and Compliance Officer Mem. No. A62546

Place: Vadodara Encl. A/a-

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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: info@kotyark.com, Website: www.kotyark.com

POSTAL BALLOT NOTICE

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

Dear Member(s),

Notice is hereby given that pursuant to the provisions of the Section 110 and other applicable provisions, if any of the Companies Act, 2013 read with Rule 22 of the Companies (Management & Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), read with the General Circular No. 14/2020 dated 8th April, 2020, General Circular No.17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020 and General Circular No. 33/2020 dated 28th September, 2020 issued by the Ministry of Corporate Affairs (“MCA”) and pursuant to applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as amended from time to time any statutory modification or reenactment thereof for the time being in force, for seeking the approval of the Members of the Company by way of Special Resolution for the Business set out hereunder through Postal Ballot by the members of “ KOTYARK INDUSTRIES LIMITED ” (“The Company”) only through remote E-Voting.

The proposed resolutions and explanatory statements pertaining to the said resolutions, pursuant to Section 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each item and the reasons thereof is appended herewith for your consideration.

As permitted under the MCA circulars, the Company is sending the Notice in electronic form only. Hence, the Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid business reply envelope (BRE) will not be sent to the members for this postal Ballot and members are required to communicate their assent or dissent through the remote e-voting facility only. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-Voting facility for its members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form. The Instructions for remote e-voting are appended to this Notice. The members can vote on the resolutions through remote e-voting facility. Assent (FOR) or dissent (AGAINST) of the members on the resolutions mentioned in the Notice would only be taken through the Remote E-voting system as per the MCA circulars.

The Company has engaged the Services of National Securities Depository Limited (“NSDL”) to provide the e-voting facility. Accordingly, members shall have to cast their vote electronically through the NSDL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link www.evoting.nsdl.com from Thursday, December 26, 2024 9:00 A.M (IST) onwards to Friday January 24, 2025, 5:00 P.M (IST). Members are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal ballot Notice, before logging into the e-voting link.

The board of directors of the company has appointed M/s. SCS and Co. LLP (FRN: L2020GJOO8700), Company Secretaries as Scrutinizer for conducting the postal ballot and remote e-voting process in a fair and transparent manner.

The scrutinizer will submit the report to the Chairman after the completion of scrutiny of votes recorded through remote e voting. The results of voting by means of remote e-voting will be announced on or before Tuesday, January 28, 2025 at the Registered Office of the Company and also by placing the same on the company’s website - https://www.kotyark.com/ and communicated on the same day to stock exchange, registrar and share transfer agent and e-voting agency.

By order of the Board For Kotyark Industries Limited

Sd/Date: December 24, 2024 Gaurang Rameshchandra Shah Place: Vadodara Chairman cum 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: info@kotyark.com, Website: www.kotyark.com

SPECIAL BUSINESS

ITEM NO. 1:

TO APPROVE THE MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) AS WELL AS ON MAIN BOARD OF BSE LIMITED (‘BSE’).

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

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

“RESOLVED THAT pursuant to Regulation 277 and other relevant provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, and subject to the applicable Laws and by-laws and rules and regulations of National Stock Exchange of India Limited, BSE Limited, and subject to the approval of other statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for Migration of Listing / Trading of Equity Shares of the Company having a face value of Rs. 10.00 per Equity Share (which are currently listed on Emerge platform) of National Stock Exchange of India Limited to the Main Board of National Stock Exchange of India Limited as well as Main Board of BSE Limited and upon Migration, the said Equity Shares be got listed and traded on the Main Board of National Stock Exchange of India Limited as well as Main Board of BSE Limited, from the date of Migration / getting listed and admitted to deal on Main Board of National Stock Exchange of India Limited as well as Main Board of BSE Limited

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and to file all such applications, papers, documents in relation to above and to fulfill all such legal formalities in the connection and to form any committee if it think and deem fit, delegate all or any of the power herein conferred to any of such Committee of the Directors or to any Director/ officer of the Company and to appoint any such attorney/ person to represent before the concerned authority and to delegate such power to such person/ representative, to give effect to this resolution.”

By order of the Board For Kotyark Industries Limited

Sd/Date: December 24, 2024 Gaurang Rameshchandra Shah Place: Vadodara Chairman cum 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: info@kotyark.com, Website: www.kotyark.com

NOTES:

1. Explanatory statement as required under Section 102 of the Companies Act (“the Act”) in respect to the Resolution setting out all material facts relating to the Resolution mentioned in this Notice is annexed.

2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “NSDL”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, December 20, 2024 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, KFin Technologies Limited (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e- voting system only.

4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)- 2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

5. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e- voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA by following the procedure given below:

• i. 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 info@kotyark.com.

• ii. 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 info@kotyark.com

• iii. Alternatively, member may send an e-mail request to evoting@nsdl.com for obtaining User ID and Password by proving the details mentioned in Point (i) or (ii) as the case may be.

• iv. 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.

• v. 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.

• It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings through the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.

• The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, December 20, 2024 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-Off date, can cast their vote electronically.

• The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the

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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: info@kotyark.com, Website: www.kotyark.com

Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

1. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to scsandcollp@gmail.com with a copy marked to evoting@nsdl.com.

2. Postal Ballot (e-voting) period commences from 09:00 A.M. IST, on Thursday, December 26, 2024 and ends at 5.00 P.M. IST on Friday, January 24, 2025. At the end of the e-voting period, the facility shall forthwith be blocked and e- voting shall not be allowed beyond the said date and time.

3. The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Friday, January 24, 2025. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

4. This Notice shall also be available on the website of the Company at www.kotyark.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited at www.nseindia.com respectively, and on the website of NSDL Limited at www.evoting.nsdl.com.

5. Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.

GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

• The voting period begins on 09:00 A.M. IST, on Thursday, December 26, 2024 and ends at 5.00 P.M. IST on Friday, January 24, 2025. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date viz., Friday, December 20, 2024 may cast their votes electronically. Th e-voting module shall be disabled by NSDL for voting thereafter.

• th

• Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e voting facility to its shareholders, in respect of all shareholders’ resolution. Individual shareholders holding securities in demat mode are allowed to vote through their demat account(s) maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

• 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.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- 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

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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: info@kotyark.com, Website: www.kotyark.com

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.com either 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 “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period. 4. 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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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: info@kotyark.com, Website: www.kotyark.com

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.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.

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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: info@kotyark.com, Website: www.kotyark.com

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.comor call at 022 - 4886 7000
Individual Shareholders holding securities in	Members facing any technical issue in login can contact CDSL
demat mode with CDSL	helpdesk by sending a request athelpdesk.evoting@cdslindia.comor
	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?

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.

	Login type	Login type	Helpdesk details	Helpdesk details	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.comor 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 athelpdesk.evoting@cdslindia.comor 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?
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. 3. 4.		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, 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 athttps://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. 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
5.		Password details for shareholders other than Individual shareholders aregiven below:
		a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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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: info@kotyark.com, Website: www.kotyark.com
			b)	If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which
				was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’
				and the system will force you to change your password.
			c)	How to retrieve your ‘initial password’?
				(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
				communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
				Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the
				.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
				number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
				password’.
				(ii) If your email ID is not registered, please follow steps mentioned below inprocess for those
				shareholders whose email ids are not registered
	6.	If	you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
		a)		Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or
				CDSL) option available on www.evoting.nsdl.com.
		b)		Physical User Reset Password?” (If you are holding shares in physical mode) option available on
				www.evoting.nsdl.com.
		c)		If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com
				mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
		d)		Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system
				of NSDL.
	7.	After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
	8.	Now, you will have to click on “Login” button.
	9.	Afteryou click on the “Login” button,Homepage of e-Votingwill 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.

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

2. It is strongly recommended not to share your password with any other 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.

3. 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 or send a request at evoting@nsdl.com

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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: info@kotyark.com, Website: www.kotyark.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 info@kotyark.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 info@kotyark.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 .

3. 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.

4. 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.

ONTACT DETAILS
Company	Kotyark Industries Limited Registered Office Address: A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani, Vadodara, Gujarat, India, 391740. Tel No+91 265 2773672, 95109 76156; Website:www.kotyark.com ;E-mail: info@kotyark.com
Registrar and Transfer Agent	KFIN Technologies Limited Registered Office Address: Selenium Tower-B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Telangana-500032, Contact No.:+91 40 6716 2222, 79611000
E-Voting Agency & VC / OAVM	NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) Email:evoting@nsdl.com 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	M/S. SCS and CO. LLP Ms. Anjali Sangtani Partner (Membership No. 41942, CP NO. 23630) Email:scsandcollp@gmail.com M. No.:+91 8128156833

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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: info@kotyark.com, Website: www.kotyark.com

EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard II on General Meetings)

ITEM NO. 01:

TO APPROVE THE MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) AS WELL AS ON MAIN BOARD OF BSE LIMITED (‘BSE’):-SPECIAL RESOLUTION

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the Resolutions in Item No. 1 of this Notice shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

The Equity Shares of the Company are listed and traded on Emerge platform of National Stock Exchange of India Limited (“NSE”) i.e. NSE-EMERGE w.e.f. November 02, 2021 till date.

The Company has been performing consistently and has increased its business operations year by year. The listing of Equity Shares of the Company enhanced transparency in the functioning and the Company has been benefitted. Over the period, the Company gained a good experience of compliances, Board procedures, corporate governance practices on account of SME listing and the Company are geared up for moving on to the Main board of National Stock Exchange of India Limited (‘NSE’) as well as Main Board of BSE Limited (‘BSE’). The Board of Directors in its meeting held on October 29, 2024, has accordingly decided to migrate from National Stock Exchange of India Limited (‘NSE) To Main Board of National Stock Exchange of India Limited (‘NSE’) as well as on Main Board of BSE Limited (‘BSE’).

In terms of Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and the present rules/regulations, the Equity Shares which are presently listed & traded on Emerge Platform of National Stock Exchange of India Limited can be migrated to Main Board of National Stock Exchange of India Limited as well as BSE Limited after an initial period of 3 years from the date of listing as per the guidelines specified and the procedures laid down under Chapter IX of SEBI ICDR Regulations, 2018.

At present, Your Company has been listed and traded on the Emerge Platform of National Stock Exchange of India Limited (Listed on November 02, 2021) for more than Three years and as the paid-up capital is of Rs. 10,27,91,160 constituting 1,02,79,116 Equity Shares of face value Rs. 10 each. Your Company is well poised and eligible to make an application to National Stock Exchange of India Limited and BSE Limited for listing of 1,02,79,116 Equity Shares of face value of Rs. 10 each on Main Board of National Stock Exchange of India Limited as well as BSE Limited as per the guidelines specified by SEBI under Chapter IX of SEBI ICDR Regulations, 2018 and criteria laid down by National Stock Exchange of India Limited and BSE Limited for Migration and subject to all applicable provisions of SEBI (Listing Obligations & Disclosures Requirements), Regulations, 2015, applicable guidelines/circulars/notifications issued by the National Stock Exchange of India Limited and BSE Limited, approvals of Statutory/Regulatory Authorities, if any and subject to approval of Shareholders by way of Special Resolution.

The proposed listing of Equity Shares of the Company on Main Board of National Stock Exchange of India Limited as well as BSE Limited will not only act as a catalyst in the growth and expansion of the Company apart from taking company to a different league altogether with enhanced recognition and will also result in participation of a larger pool of potential investors thereby help to increase the liquidity of Shares of our Company.

The members are, therefore, requested to accord their approval for Migration of Listing/ Trading of Equity Shares of the company from Emerge Platform of National Stock Exchange of India Limited (‘NSE’) To Main Board of National Stock Exchange of India Limited (‘NSE’) as well as On Main Board of BSE Limited (‘BSE’) as set out in the resolution.

The Listing of the Equity Shares on the Main Board of National Stock Exchange of India Limited (‘NSE’) As Well As on Main Board of BSE Limited (‘BSE’) would need to be approved by the Shareholders of the Company by passing a special resolution through Postal Ballot. Further, as per Regulation 277 of SEBI (ICDR), the resolution shall be passed by requisite majority i.e. shareholders other than promoters in favour of the proposal shall amount to at least two times the number of Votes cast by shareholders other than promoter shareholders against the proposal.

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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: info@kotyark.com, Website: www.kotyark.com

The Company would approach Stock Exchanges with necessary application for Migration upon receipt of approval of the Public Shareholders. It is in the interest of all the Shareholders including public Shareholders to approve the proposal for Migration of the present listed Equity Shares of the Company on the Main Board National Stock Exchange of India Limited (‘NSE’) As Well As on Main Board of BSE Limited (‘BSE’).

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolution.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution, except to the extent of their equity shareholdings held by them in the Company.

By order of the Board For Kotyark Industries Limited

Date: December 24, 2024 Place: Vadodara

Sd/Gaurang Rameshchandra Shah Chairman cum Managing Director DIN: 03502841