Latteys Industries Limited — Proxy Solicitation & Information Statement 2022

Oct 28, 2022

Cut Off Date (For Dispatch & E-voting through Ballot/E- voting)	21st October, 2022 (Friday)
Date of Completion of Dispatch	28th October, 2022 (Friday)
Voting through Postal Ballot/Remote e-Voting Starts	29th October, 2022 (Thursday)
Voting through Postal Ballot/Remote e-Voting Starts	01 st December, 2022 (Thursday)
Submission of Scrutinizers Report to Company	02 nd December 2022 (Friday)
Submission of Scrutinizers Report to Exchange	02 nd December 2022 (Friday)

POSTAL BALLOT NOTICE

(Pursuant to Section 108 & 110 of the Companies Act,2013 read with rule 20 and rule 22 of the Companies (Management & Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") (including any statutory modification(s), reenactment(s), clarification(s) or substitution(s) thereof for the time being in force), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ("SS-2") and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 8, 2021 and Circular No. 3/2022 dated May 5, 2022 (collectively referred to as "MCA Circulars") and subject to other applicable laws and regulations, that the Resolutions as set out in the Notice is proposed for consideration by members of the Company for passing an Special Resolution by means of Postal Ballot.

Pursuant to the provisions of Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts to enable the members to understand the meaning, scope, rationale and implications of the item of business and to take decision thereon, is annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice ("Notice").

In view of the ongoing COVID-19 pandemic, MCA in terms of the requirements specified in the MCA Circulars permitted the Companies to take all decisions requiring members' approval, by way of postal ballot through remote e-voting mechanism in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of the members at a common venue. MCA has clarified that the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for Companies that are required to provide e-voting facility under the Act while they are transacting any business(es) only by Postal Ballot up to December 31, 2022.

The Company is sending this Notice in electronic form, to those members whose e-mail addresses are registered with the Company / Depository Participants and whose names appear on the Register of Members / List of Beneficial Owners as received from the Depository Participants as on Friday, October 21, 2022 ("cut-off date"). Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the remote e-voting system or by Postal Ballot which would be sent to the Scrutinizer appointed for handling the said purpose. Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108, 110 and other applicable provisions of the Act read with the relevant Rules, MCA Circulars and SS-2, the Company is providing remote e-voting facility to its members to enable them to cast their votes electronically. The Company has engaged the services of M/S ACCURATE SECURITIES & REGISTRY PVT LTD to provide the remote e-voting facility to its members. The instructions for remote e-voting are appended to this Postal Ballot Notice and is also available onthe website of the Company – www.latteysindustries.com.

The Board of Directors of the Company ("the Board"), in compliance with Rule 22(5) of the Rules, has appointed Mr. Ashish Sheth (M No. 179662) of M/s. Ashish Sheth & Associates, Chartered Accountants as the Scrutinizer for conducting the Postal Ballot through remote e-voting (including the Postal Ballots to be received physically by him) process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

VOTING STARTS ON	VOTING ENDS ON
Saturday, October 28, 2022 at 9.00 a.m. (IST)	Thursday, December 1, 2022 at 5.00 p.m. (IST)

The e-voting module shall be disabled by M/S ACCURATE SECURITIES & REGISTRY PRIVATE LIMITED for voting after the voting ends. Members are requested to peruse the proposed Resolutions along with theExplanatory Statement and thereafter record their assent or dissent by means of remote e-voting facility provided by the Company not later than 5.00 p.m. (IST) on December 01, 2022, failing whichit will be strictly considered that no reply has been received from the members.

The Members can send their postal ballot physically recording their assent or dissent in the postal ballot form to the scrutinizer of the Company not later than 5.00 p.m. (IST) on December 1, 2022, failing which it will be strictly considered that no reply has been received from the members.

The Resolutions for the purpose as stated herein below is proposed to be passed by Postal Ballot:

SPECIAL BUSINESS

1. To approve of Migration of Listing / Trading of the Company from NSE Emerge to Main Board of National Stock Exchange of India Limited (NSE):

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

"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) Regulations, 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, the Listing Agreement

entered into by the Company with National Stock Exchange of India Limited (NSE) applicable to small and medium enterprise and subject to the applicable laws, by-laws, rules and regulations of National Stock Exchange of India Limited (NSE) and subject to the approval of any statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for Migration to Main Board of National Stock Exchange of India Limited (NSE) and upon Migration be get listed on the capital segment (Main Board) of National Stock Exchange of India Limited (NSE) from the date of approval of Migration/ getting listed and admitted to be dealt on NSE main Board."

"RESOLVED FURTHER THAT, Mr. Kapoorchand Garg, Chairman and Managing Director and / or Mr. Pawan Garg Director and / or the Company Secretary and Compliance Officer of the Company be and are hereby authorized jointly and / or severally deal with any Government or Semi Government authorities or any other concerned intermediaries including but not limited to National Stock Exchange of India Limited (NSE), Securities and Exchange Board of India (SEBI), Registrar of Companies (ROC) to apply, modify, rectify and submit any application and / or related documents on behalf of the Company for the purpose of migration of the Company's present listing from NSE EMERGE to Main Board of National Stock Exchange of India Limited (NSE)."

"RESOLVED FURTHER THAT, Mr. Kapoorchand Garg, Chairman and Managing Director and / or Mr. Pawan Garg Director / or the Company Secretary and Compliance Officer of the Company be and are hereby authorized jointly and / or severally 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 they 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 on behalf of the Company."

Plot No. 16, Phase ½ Naroda GIDC Ahmedabad, Gujarat- 382330. Tel No.: 079-2628894 Email: cs@latteysindustries.com Sd/- CIN: L29120GJ2013PLC074281 Company Secretary and Compliance Officer

Place: Ahmedabad Date: 22nd, October 2022

Regd. Office: By order ofthe Board of Directors

Website: www.latteysindustries.com SONIKA JAIN

NOTES

• 1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") and the Secretarial Standard on General Meetings ("SS-2"), as amended, setting out all the material facts and reasons for the aforesaid Special Business is annexed hereto and forms part of this Postal Ballot Notice ("Notice").
• 1. Member(s) whose name(s) appear in the Register of Members / List of Beneficial Owners as on Friday, October 21, 2022 ("Cut-off date") will be considered for the purpose of voting in proportion to his / her / their / its shareholding in the paid-up equity share capital of the Company as on the cut-off date.

A person who is not a member as on the cut-off date should treat the Notice for information purpose only. Member(s) cannot exercise his / her votes by proxy on Postal Ballot.

Members are requested to exercise their voting rights through remote e-voting or sending their postal ballot form to the scrutinizer of the Company. The Company is not dispatching physical copies of Notice of Postal Ballot to any member. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again.

• 1. Members who have not registered their e-mail addresses are requested to register / update their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with Accurate Securities & Registry Private Limited. Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated / updated with their Depository Participant(s) / Accurate Securities & Registry Private Limited to enable serving of notices/ documents / Annual Reports and other communications electronically to their e-mail address in future.
• 1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Shareholders to register their e-mail address. Shareholders who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and by giving details of folio number, e-mail address and self-attested copy of PAN card to RTA, if the shares are held in physical form.
• 1. This Postal Ballot Notice is uploaded and available electronically at the following links:

Website of the Company	www.latteysindustries.com
Website of the Stock Exchange where	www.nseindia.com
the equity shares of the Company are
listed
Website of e-voting agency	www.nsdl.co.in

• 1. In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act, read with Rule 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, as amended, MCA Circulars read with circular dated December 9, 2020 issued by SEBI on e-voting facility provided by the listed entities, SS-2, members are provided with the facility to cast their votes electronically, through the e-voting services provided by Accurate Securities & Registry Private Limited on the resolutions set forth in this Notice of Postal Ballot, through remote e-voting. Members are requested to note that the Company is providing facility for remote evoting or sending postal ballot physically to the scrutinizer of the company. The vote in this Postal Ballot cannot be exercised through proxy.
• 1. Dispatch of the Postal Ballot Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Gujarat (in vernacular language i.e. Gujarati) and one English Newspaper circulated throughout India (in the English Language) and shall be hosted at the Company's website at www.latteysindustries.com. The said public notice shall also mention the process for registration of email-ids by those Shareholders who have not yet registered their emailids with the Company.
• 1. It is clarified that if a Shareholder fails to provide or update relevant e-mail address to the Company or to the DP, as the case may be, the Company will not be in default for not delivering the Notice via e-mail.
• 1. The remote e-voting shall commence on Saturday, October 28, 2022 at 9.00 a.m. (IST) and shall end on Thursday, December 01, 2022 at 5.00 p.m. (IST). During this period, members of the Company holding shares in physical or electronic form as on the cut-off date may cast their vote electronically. The remote e-voting module shall be disabled by Accurate Securities & Registry Private Limited for voting thereafter.
• 1. The Members can send their postal ballot physically recording their assent or dissent in the postal ballot form to the scrutinizer of the Company not later than 5.00 p.m. (IST) on December 01, 2022, failing which it will be strictly considered that no reply has been received from the members.
• 1. The Board of Directors has appointed Mr. Ashish Sheth (M. No. 179662) of M/s. Ashish Sheth & Associates, Chartered Accountant as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
• 1. The Scrutinizer will submit his report to the Chairman and Managing Director, after scrutiny of the votes cast, on the result of the Postal Ballot on or before Saturday, December 03, 2022. The Scrutinizer's decision on the validity of votes cast will be final.
• 1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.latteysindustries.com and on the website of Accurate Securities & Registry Private Limited https://instavote.linkintime.co.in immediately after the result is declared by the Chairman and Managing Director and the same shall be communicated to the Stock

Exchange where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

• 1. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e Thursday, December 01, 2022.
• 1. Members desirous of inspecting the documents referred to in the Notice or ExplanatoryStatement may send their requests to cs@latteysindustries.com from their registered e-mail address mentioning their names, folio numbers / DP ID and Client ID, between the period from Saturday, October 28, 2022 to Thursday, December 01, 2022.
• 1. The results of postal ballot would be declared on Saturday, December 03, 2022 at the registered office of the Company.
• 1. Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

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 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	1. Existing IDeAS user can visit the e-Services website
Shareholders holding	of NSDL Viz. https://eservices.nsdl.com either on a
securities in demat	Personal Computer or on a mobile. On the e-Services
mode with NSDL.	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 or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp

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

Individual	1.	Users who have opted for CDSL Easi / Easiest facility,
Shareholders holding		can login through their existing user id and password.
securities in demat		Option will be made available to reach e-Voting page
mode with CDSL		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 on
		www.cdslindia.com home page. The system will
		authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.
		After successful authentication, user will be 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		You can also login using the login credentials of your demat account through your Depository Participant registered with
securities in demat		NSDL/CDSL for e-Voting facility. upon logging in, you will
mode) login through		be able to see e-Voting option. Click on e-Voting option, you
their depository		will be redirected to NSDL/CDSL Depository site after
participants		successful authentication, wherein you can see e-Voting
		feature. Click on company name or e-Voting service provider
		i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
	period.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
• Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
• 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 IN300***12******. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12************** then your user ID is 12************** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***
• 1. Your User ID details are given below :
• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• 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 in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• 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.co.in 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.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

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

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

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 sheth.ashish013@gmail.com with a copy marked to evoting@nsdl.co.in. 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.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to at evoting@nsdl.co.in

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

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@latteysindustries.com
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@latteysindustries.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. 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.

Regd. Office: By order ofthe Board of Directors

Plot No. 16, Phase ½ Naroda GIDC Ahmedabad, Gujarat- 382330. Tel No.: 079-2628894

Place: Ahmedabad Date: 22nd, October 2022

Email: cs@latteysindustries.com Sd/- Website: www.latteysindustries.com SONIKA JAIN CIN: L29120GJ2013PLC074281 Company Secretary and Compliance Officer

ANNEXURE TO THE NOTICE

STATEMENT ANNEXED TO THE NOTICE AND SETTING OUT THE MATERIAL FACTSCONCERNING ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD ON GENERAL MEETINGS.

Item No. 1: To approve of Migration of Listing / Trading of the Company from NSE Emerge toMain Board of National Stock Exchange of India Limited (NSE):

As all the members are kind aware that the Company is listed on the NSE EMERGE, the SME platform of the National Stock Exchange of India Limited (NSE) w.e.f. 04th June, 2018. By SME listing of almost four years Company has gained a good experience in terms of corporate governance practices and board procedures. Listing on the Main Board of National Stock Exchange of India Limited (NSE) will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. The benefits of listing on the Main Board in the form of Market Capitalization, enhanced liquidity, larger participation, visibility etc. will accrue to the Shareholders of the Company.

As per the Regulation 277 laid under Chapter IX of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Circular dated 18th May, 2010 and National Stock Exchange (NSE) circular NSE/SME/37551 dated April 18, 2018, an issuer whose specifiedsecurities are listed on a NSE EMERGE can migrate to the Main Board after completion of two years of listing on NSE EMERGE subject to fulfillment of other Main Board listing conditions. TheCompany has been listed and traded on the SME Platform of NSE (i.e. EMERGE) and would be eligible to migrate to the Main Board of National Stock Exchange of India Limited (NSE) as per guidelines specified by SEBI vide their circular dated May 18, 2010 and as per the procedures laid down under Chapter IX of SEBI (ICDR) Regulations, 2018. Listing on the Main Board of National Stock Exchange of India Limited will enhance participation of retail investors in large numbers, and overall market capitalization of the Company may also get increase.

The members are therefore requested to accord their approval for the purpose of migration of the Company's present listing from NSE SME (EMERGE) Segment to Main Board of National Stock Exchange of India Limited (NSE) as set out in the resolution.

Further, the proposed resolution shall be acted upon if the votes cast by public Shareholders infavour of the proposal, amount to at least 2 times the number of votes cast by the public Shareholders against the proposal. The Company would approach National Stock Exchange of India Limited (NSE) 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 Company on the Main Board of NSE and hence Board of directors recommends the passing of said resolution and seeks your approval.

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

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as a Special Resolution.

Regd. Office: By order ofthe Board of Directors

Plot No. 16, Phase ½ Naroda GIDC Ahmedabad, Gujarat- 382330. Tel No.: 079-2628894

Email: cs@latteysindustries.com Sd/- Website: www.latteysindustries.com SONIKA JAIN CIN: L29120GJ2013PLC074281 Company Secretary and Compliance Officer

Place: Ahmedabad Date: 22nd, October 2022

POSTAL BALLOT FORM

1) Name of the first named Shareholder (In block letters): ……………………………………………….
2) Name(s) of the Joint Holder(s), if any: ……………………………………………………………………………………………………………………………
3) Postal Address: …………………………………………………………………………………………………………… …………………………………………………………………………………………………………
………………………………………………………………………………………………………… 4) Client ID/ DP ID No.: ………………………………………………………………………………………………………
5) No. of Shares: ………………………………………………………………………………………………………………

I/we hereby exercise my/our vote(s) in respect of the following Special Resolutions below to be passed through Postal ballot for the businesses stated in the Postal Ballot Notice dated 22th October, 2022 of the Company by recording, my/our assent or dissent to the said Special Resolutions by placing the tick (√) mark at the appropriate box below:

Resoluti on No.	Resolutions	Type of Resolution	No. of Shares Held	FOR I/We assent to the resolution	AGAINST I/We dissent to the resolution
1.	To approve of Migration of listing/trading of the Company from NSE Emerge (SME Platform) to Main Board of National Stock Exchange of India Limited (NSE)	Special

Place: Date:

(Signature of the Shareholder)

VOTING INSTRUCTIONS

Kindly note that members can opt for only one mode of voting i.e. either physical ballot form or e-voting. If you opt to vote by physical ballot form, then please do not cast your vote by e-voting and vice versa. In case, member(s) cast their vote via both the modes i.e. physical ballot form as well as e-voting, then voting done through e-voting shall prevail and physical ballot form of that member shall be treated as invalid.

(A) Process and manner for members opting for physical ballot:

1. A member desiring to exercise vote by physical ballot may complete this postal ballot form and send it to the Scrutinizer containing postal ballots form(s), in person or send by courier/registered post /speed post or by hand delivery or through electronic means.

The details of Scrutinizer is as follows: Name: Ashish Jashavantray Sheth, Proprietor of Ashish Sheth & Associates Address: 504, B Shikher Building, Nr Vadilal House, Netaji Marg, Mithakhali Cross Road, Navrangpura, Ahmedabad Contact: +91-7069033184 Email: sheth.ashish013@gmail.com

1. The postal ballot form should be completed and signed by the member as per the specimen signature registered with the Company, if applicable. In case of joint holding, this form should be completed and signed by the first named member and in his/her absence, by the next named member. Unsigned, incomplete or defective postal ballot forms are liable to be rejected. A member is not entitled to appoint a proxy to vote in his / her behalf by postal ballot. The Scrutinizer's decision on the validity of a postal ballot will be final and binding.

2. In case of Companies, Trusts etc., the duly completed postal ballot form should be accompanied by a certified true copy of the Board resolution/Authorization to the person voting on the postal ballot form.

3. There will be only one postal ballot form for every folio irrespective of the number of joint holder(s). Postal Ballot cannot be exercised by a proxy.

4. Duly completed Postal Ballot form(s) should reach the Scrutinizer not later than the close of working hours i.e. 5.00 p.m on Thursday, December 01, 2022. Postal Ballot form(s) received after this date will be strictly treated as if the reply from such member has not been received.

5. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member on the cut off date.

6. In case Power of Attorney holders sign the Postal Ballot form, reference of Power of Attorneyregistration by the company should be mentioned in the Postal Ballot form.

7. Members are requested not to send any other paper along with the Postal Ballot form. Any extraneous paper found in such envelope will be destroyed by the Scrutinizer and the company will not be able to act on the same.

The company is pleased to offer e-voting facility, for all the members, to enable them to cast their votes electronically instead of physical postal ballot form.

(B) Process and manner for members opting for e-voting:

Members opting for e-voting may follow the procedure as stated above in this postal ballot notice.