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MAAN ALUMINIUM LIMITED Proxy Solicitation & Information Statement 2025

Nov 7, 2025

60688_rns_2025-11-07_fb8c9538-bcc6-4c2a-a5a8-1a7f2c5c52fa.pdf

Proxy Solicitation & Information Statement

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07[th] November, 2025

To, Manager Dept. of Corporate Services Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Fax : 022- 22723121/2037/2039/2041 [email protected] Scrip Code : 532906

To, Manager Dept. of Corporate Services The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra, Mumbai – 400 051 Fax: 022-26598237/38, 26598347/48 [email protected] Scrip Code : MAANALU

Sub: Submission of Notice of the Extra Ordinary General Meeting

Dear Sir,

Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, as amended from time to time, please find enclosed the Notice of the Extra Ordinary General Meeting (EGM) of the Company to be held over Video Conference (“VC”)/Other Audio Visual Means (“OAVM”) on November 29, 2025, Saturday, at 1.00 P.M.

Pursuant to Regulation 44 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 the company is providing e-voting facility to its members. The cut-off date for the purpose of determining members for remote e-voting facility in Saturday, November 22, 2025

The remote e voting period shall commence from 26[th] November, 2025 at 9.00 am and end on 28[th] November, 2025 at 5.00 pm.

The notice of the EGM shall also be made available on the Company’s website www.maanaluminium.com , website of the Stock Exchange i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

Thanking you

Yours Faithfully

For Maan Aluminium Limited

SANDEEP KUMAR AGARWAL Digitally signed by SANDEEP KUMAR AGARWAL DN: c=IN, o=Personal, title=0962, pseudonym=r3gx40dswov5epkmt8qy6fia9jb72l1z, 2.5.4.20=7db4b9da7c4aed7c515d503c43a48842a0e96fd65f18807b8276a74d6ad25dde, postalCode=313002, st=Rajasthan, serialNumber=8f04747a0532194169b336a9ebafef119c9fddae6bae213b462483c0eeffeee9, cn=SANDEEP KUMAR AGARWAL Date: 2025.11.07 18:16:29 +05'30'

Sandeep (Company Secretary) M No. A37132

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MAAN ALUMINIUM LIMITED CIN : L30007DL2003PLC214485 Regd. Office: 4/5, First Floor, Asaf Ali Road, New Delhi-110002 Tel: +91-11-40081800; Website: www.maanaluminium.com; email: [email protected]

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting of the members of MAAN ALUMINIUM LIMITED (“the Company”) will be held on Saturday, November 29, 2025 at 1:00 P.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business:

SPECIAL BUSINESS

ITEM NO. 1: ALTERATION IN THE ARTICLES OF ASSOCIATION OF THE COMPANY

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

“RESOLVED THAT pursuant to Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed thereunder, consent of the Members of the Company be and is hereby accorded for alteration of Clause no. 6 of the Articles of Association of the Company by addition of the following sentence at the last of the existing Clause no. 6, after the wordings “…….. from time to time think fit.”:

Subject to the provisions of the Companies Act, 2013 and rules made thereunder, the Company may issue and allot any securities (including equity shares or preference shares or convertible warrants or debentures) on preferential allotment or private placement basis.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and is hereby severally authorized to take such steps as may be necessary to give effect to this resolution including to agree to such amendments and modifications in the aforesaid clause as may be required by any competent authority or as may otherwise be deemed fit by the Board.”

ITEM NO. 2: ISSUE OF 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 Section 23(1)(b), Section 42 and Section 62(1)(c) of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions, if any (including any statutory modifications(s) or re-enactment thereof, for the time being in force), and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, (as applicable) (“SEBI (ICDR) Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended up to date (“SEBI (LODR) Regulations”) and the Foreign Exchange Management Act, 1999 as in force and subject to other applicable rules, regulations and guidelines of Securities and Exchange Board of India (“SEBI”) and/or the stock exchanges and the provisions of the memorandum and articles of association of the Company and subject to requisite approvals, consents, permissions and/ or sanctions of regulatory and other appropriate authorities, as may be required and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions, and/ or sanctions and which may be agreed to, by the board of directors of the Company (“the Board”, which term shall be deemed to include any committee constituted by the Board to exercise its powers including the powers conferred hereunder or any person authorized by the Board or its committee for such purpose); the consent and approval of the members of the Company be and is hereby granted to create, offer, issue and allot on a preferential and private placement basis, upto 59,00,000 (Fifty Nine Lakh) equity shares of the face value of Rs. 5/- each (hereinafter referred to as “Equity Shares”) , at an issue price of Rs. 141/- per equity share (including a premium of Rs. 136/- per equity Share) or such higher issue price as may be determined as per the SEBI (ICDR) Regulations, 2018, to the following proposed allottees, belonging to the Promoter and non-promoter public category (hereinafter referred to as “Proposed Allottee” ):

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SN Name of the Proposed Allottees Category Number of
Equity
Shares
1. Ravinder Nath Jain Promoter 12,26,500
2. Priti Jain Promoter 1,05,000
3. Alka Jain Promoter 2,10,000
4. Dipti Jain Promoter 1,05,000
5. Shanti Capinvest Private Limited Non- Promoter 10,65,000
6. Jatinder Jagdishrai Agarwal Non- Promoter 6,40,000
7. Dugar Growth Fund Pvt. Ltd. Non- Promoter 7,00,000
8. Nidhi Dinesh Lodha Non- Promoter 2,85,000
9. Sachin Kasera Non- Promoter 2,15,000
10. Ketan V Thakkar Non- Promoter 1,35,000
11. Brinda Upadhyaya Non- Promoter 75,000
12. Anushka Munjal Shah Non- Promoter 71,000
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13. Marigold Partners Non- Promoter 71,000
14. Shashi Kiran Janardhan Shetty Non- Promoter 71,000
15. Bhavi Dev Karvat Non- Promoter 71,000
16. SVAN Velocity Fund Non- Promoter 71,000
17. The Ballygunge Family Trust Non- Promoter 71,000
18. Satya Foundation Non- Promoter 71,000
19. Landmark IT Solutions Pvt Ltd Non- Promoter 42,000
20. Kaviraj Securities Private Limited Non- Promoter 35,500
21. Ramesh Vyas Non- Promoter 35,500
22. Mahalaxmi Brokerage (India) Private Limited Non- Promoter 35,500
23. Reena Singhal Non- Promoter 35,500
24. Chancellor Commodeal Private Limited Non- Promoter 35,000
25. Jigar Chandrakant Shah Non- Promoter 35,000
26. Ravi Kumar Jain Non- Promoter 35,000
27. Glance Finance Limited Non- Promoter 35,000
28. Gopal Kabra Non- Promoter 35,000
29. Chandresh Mehta Family Trust Non- Promoter 35,000
30. SVAN Investment Managers LLP Non- Promoter 35,000
31. Percy Chowdhry Non- Promoter 35,000
32. Inspirelabs Solusions Private Limited Non- Promoter 35,000
33. Kaajal Harsh Bhanshali Non- Promoter 28,500
34. Amit Mahajan Non- Promoter 21,000
35. Anish Hemant Mehta Non- Promoter 21,000
36. Raunak Bhartiya Non- Promoter 18,000
37. Rekha Bhartia Non- Promoter 18,000
38. Sujit Kumar Non- Promoter 18,000
39. Raj Kumar Agarwal Non- Promoter 18,000
Total 59,00,000
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RESOLVED FURTHER THAT aforesaid issue and allotment of Equity Shares shall be subject to the conditions prescribed under the Companies Act, 2013 and the SEBI (ICDR) Regulations including the following:

  • a. An amount equivalent to 100% of the total consideration for the Equity Shares will be payable at the time of subscription to the Equity Shares, as prescribed by Regulation 169 of the SEBI (ICDR) Regulations.

  • b. The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Proposed Allottees.

  • c. The Equity Shares shall be locked in as per the provisions of the SEBI (ICDR) Regulations relating to preferential issue.

  • d. The Equity Shares to be allotted shall be in dematerialized form only.

  • e. The Equity Shares shall rank pari-passu in all respects including as to dividend with the existing fully paid-up equity shares of face value Rs. 5/- each of the Company.

  • f. The Equity Shares will be listed and traded on the stock exchange, where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals, as the case may be.

  • g. The Equity Shares shall be issued and allotted by the Company to the Proposed Allottee within a period of 15 (Fifteen) days from the date of passing of the shareholders’ resolution. Provided that where any approval of permission of regulatory authority for the allotment is pending, the period of 15 days shall be counted from the date of such approval or permission.

RESOLVED FURTHER THAT as per the SEBI (ICDR) Regulations, the “Relevant Date” for the purpose of determining the issue price of aforesaid Equity Shares shall be October 30, 2025.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue and allotment of the Equity Shares, including but not limited to seeking listing of the Equity Shares on the relevant stock exchange, making application to the relevant depository for admission of the Equity Shares as appropriate, and to resolve and settle all questions and difficulties that may arise in relation to the proposed preferential issue, offer and allotment of any of the said Equity Shares, the utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred by this resolution on it to any committee of the Board, any other director(s) or officer(s) of the Company or other authorized persons to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board or a committee of the Board, any other director(s) or officer(s) of the Company or any other authorized persons in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.”

For Maan Aluminium Limited

Sandeep Kumar Agarwal Company Secretary Membership No: A37132

Date: November 04, 2025 Place: New Delhi

NOTES:

  1. Pursuant to the General Circular No. 03/2025 as issued by the Ministry of Corporate Affairs (“MCA”) dated September 22, 2025, extending the time for holding of Annual General Meeting (“AGM”) and Extraordinary General Meeting (“EGM”) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) beyond September 30, 2025, without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC / OAVM.

  2. The Ministry of Corporate Affairs (“MCA”) has, vide its circular dated December 28, 2022 read together with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021 and May 5, 2022 (collectively referred to as “MCA Circulars”), permitted convening the General Meeting (“Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 (”the Act”) read with Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the EGM of the Company is being held through VC / OAVM. The deemed venue for the EGM shall be the Registered Office of the Company. Hence, there shall be no physical attendance of equity shareholders at the meeting and the deemed venue for the meeting shall be the Registered Office of the Company.

  3. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM/AGM through VC/OAVM and participate there at and cast their votes through e-voting.

Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company, a certified copy of Board Resolution/ Authorization document authorizing their representative to attend and vote on their behalf at the EGM.

  1. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

  2. The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  3. 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) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the EGM/AGM will be provided by NSDL. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a reques. However, if he/she is already registered with Linkin Time for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

  4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at https://www.maanaluminium.com/. The Notice can also be accessed from the website of the Stock Exchange i.e., BSE Limited at https://www.bseindia.com/ National Stock Exchange of India Limited at www.nseindia.com and and on the website of the Registrar and Share Transfer Agent (“RTA”), MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) at https://instameet.in.mpms.mufg.com .

  5. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

  6. The members are requested to intimate the Company, queries, if any, at least 3 days before the date of the meeting to enable the management to keep the required information available at the meeting.

  7. Members are requested to notify immediately any change in their addresses and/ or the Bank Mandate details to their respective Depository Participants (DP) for shares held in electronic form.

  8. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively) has undertaken a “Green Initiative in Corporate Governance” and allowed companies to share documents with its shareholders through an electronic mode. Stock Exchanges permit companies to send soft copies of the EGM Notice to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their email address for receiving electronic communication.

  9. All the Documents referred to in the notice are open for inspection at the Registered office of the Company between 11:00 A.M. to 4:00 P.M on any working day prior to the day of meeting and will also be available at the meeting venue on the date of meeting.

  10. The company has appointed CS Abhinav Agarwal, Practicing Company Secretary (Membership No. F11894 & CP No. 17590) proprietor of M/s A Abhinav & Associates, Company Secretary, as the Scrutinizer (‘Scrutinizer’) for conducting the remote e-voting process in a fair and transparent manner.

  11. The Scrutinizer shall, immediately after the conclusion of voting at EGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the Company and make, not later than two working days from the conclusion of meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. Thereafter, the Chairman or the person authorised by him in writing shall declare the result of the voting forthwith.

  12. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website https://www.maanaluminium.com/

  13. Since, this notice is to be sent to the Members through e-mail only, the Members who have not registered their e- mail addresses are requested to register the same in respect of shares held in electronic form with the Company or the Depositories / Depository Participants and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent”), MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) , C 101, 247 Park, Lal Bahadur Shastri Marg, Surya Nagar, Gandhi Nagar, Vikhroli West, Mumbai- 400083 at https://instameet.in.mpms.mufg.com .

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

E-VOTING FACILITY

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules 2014, the Company is providing the facility to members to exercise their right to vote by electronic means by remote e-voting facility (e-voting) and accordingly business/resolutions as mentioned in the AGM Notice shall be transacted also considering e-voting. Necessary arrangements have been made by the Company with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) through Insta Meet to facilitate e-voting. The Company has appointed M/s. A Abhinav & Associates, Practicing Company Secretary, to act as the Scrutinizer, for conducting the scrutiny of votes cast electronically, in a fair and transparent manner. The Company may vary the dates as mentioned herein and scrutinizer, if necessary to meet the compliance or if circumstances so warrant.

For the purpose of dispatch of this notice, shareholders of the Company holding shares either in physical form or in dematerialized form as on 31[st ] October, 2025 have been considered.

The Members whose names appear in the Register of Members/ list of Beneficial Owners as received from Depositories as on 22[nd] November, 2025 (“cut-off date”) are entitled to vote on the resolutions set forth in this Notice. Person who is not a member as on the said date should treat this Notice for information purpose only.

The e-voting period will commence on Wednesday, 26[th] November, 2025 at 09:00 A.M. and ends on Friday, 28[th] November, 2025 at 05:00 P.M. During the said period, shareholders of the Company, holding shares either in physical form or in dematerialized form, may cast their vote electronically. The e-voting module shall be disabled for voting thereafter.

On submission of the report by the scrutinizer, the result of voting at the meeting and e-voting shall be declared. The Results along with the Scrutinizer’s Report shall be placed on the Company’s website www.maanaluminium.com and BSE Limited www.bselimited.com and National Stock Exchange of India Ltd. www.nseindia.com. Result will be declared forthwith on receipt of the Report of the Scrutinizer.

Process and manner for attending the Annual General Meeting through InstaMeet:

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audio-visual means (OAVM). Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

Login method for shareholders to attend the General Meeting through InstaMeet:

Visit URL: https://instameet.in.mpms.mufg.com & click on “Login”. Select the “Company Name” and register with your following details: Select Check Box - Demat Account No. / Folio No. / PAN

Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16digit demat account number.

Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.

Shareholders shall select check box – PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided by MUFG Intime, if applicable.

Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.

Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.

Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

Shareholders who would like to speak during the meeting must register their request with the company.

Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.

Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chatboard during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMeet

Click on 'Submit'.

After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.

After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

Remote e-Voting Instructions for shareholders:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter User ID and Password. Click on “Login”

  • c) 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.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b) Proceed with updating the required fields.

  • c) Post successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

  • b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

  • e) Click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

  • a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cutoff date for e-voting may register for InstaVote as under:

  • a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

  • b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

  • B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

  • Shareholders holding shares in NSDL form , shall provide ‘D’ above

  • ** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio

  • number in ‘D’ above

  • Set the password of your choice

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A. After successful login, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • A. ‘Investor ID’ –

    • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote.

  • Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.” for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will be able to see the “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

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

Login type Helpdesk details
Individual
Shareholders holding securities
in demat mode with NSDL
Individual
Shareholders holding securities
in demat mode with CDSL
Members
sending a request at
Members
sending a request at
33
facing any technical issue in login can contact NSDL helpdesk by
[email protected] or call at : 022 - 4886 7000
facing any technical issue in login can contact CDSL helpdesk by
[email protected] or contact at toll free no. 1800 22 55

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Click “forgot password?”

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

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

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

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

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

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

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

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

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

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e- voting.

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

  3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

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

  1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

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

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

EXPLANATORY STATEMENT IN RESPECT OF THE BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Statement pursuant to Section 102 of the Companies Act, 2013 and other applicable provisions, sets out all material facts relating to the business mentioned under each item of the accompanying Notice:

Item no. 1

Your Board has proposed to raise funds through further issue of securities on preferential issue basis. Your Board has accordingly decided to provide specific provisions relating to issue of securities on preferential basis/ private placement basis in the articles of association of the Company. Accordingly, consent of the members by way of a special resolution is also required for amendment in Articles of Association to incorporate enabling provisions for issue of securities on preferential/ private placement basis. Your directors recommend the resolution.

None of the Directors, Key Managerial Personnel of the Company or their relatives is in any way concerned or interested, financially or otherwise in the Special Resolution as set out at Item No. 1 of this Notice.

Item No. 2

To augment the fund requirements of the Company, your Company intends to raise funds through preferential issue of securities. Since your Company is a listed company, the proposed issue of Equity Share would be made in terms of the provisions of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements), Regulations, 2018, and other applicable provisions, if any. In terms of the provisions of the Companies Act, 2013 and the rules made thereunder and the aforesaid SEBI Regulation, the relevant disclosures/details are given below:

  • I. Instrument and Numbers: Your Board proposes to issue on preferential and private placement basis, upto 59,00,000 (Fifty Nine lakhs) equity shares of the face value of Rs. 5/- each (hereinafter referred to as “Equity Shares”) , at an issue price of Rs. 141/- per equity share (including a premium of Rs. 136/- per equity Share) or such higher issue price as may be

determined as per the SEBI (ICDR) Regulations, 2018, to the following proposed allottees, belonging to the Promoter and Non-Promoter Public category (hereinafter referred to as “Proposed Allottees” ):

==> picture [424 x 429] intentionally omitted <==

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

SN Name of the Proposed Allottees Category Number of Equity Shares
1. Ravinder Nath Jain Promoter 12,26,500
2. Priti Jain Promoter 1,05,000
3. Alka Jain Promoter 2,10,000
4. Dipti Jain Promoter 1,05,000
5. Shanti Capinvest Private Limited Non- Promoter 10,65,000
6. Jatinder Jagdishrai Agarwal Non- Promoter 6,40,000
7. Dugar Growth Fund Pvt. Ltd. Non- Promoter 7,00,000
8. Nidhi Dinesh Lodha Non- Promoter 2,85,000
9. Sachin Kasera Non- Promoter 2,15,000
10. Ketan V Thakkar Non- Promoter 1,35,000
11. Brinda Upadhyaya Non- Promoter 75,000
12. Anushka Manjul Shah Non- Promoter 71,000
13. Marigold Partners Non- Promoter 71,000
14. Shashi Kiran Janardhan Shetty Non- Promoter 71,000
15. Bhavi Dev Karvat Non- Promoter 71,000
16. SVAN Velocity Fund Non- Promoter 71,000
17. The Ballygunge Family Trust Non- Promoter 71,000
18. Satya Foundation Non- Promoter 71,000
19. Landmark IT Solutions Pvt Ltd Non- Promoter 42,000
20. Kaviraj Securities Private Limited Non- Promoter 35,500
21. Ramesh Vyas Non- Promoter 35,500
22. Mahalaxmi Brokerage (India) Private Limited Non- Promoter 35,500
23. Reena Singhal Non- Promoter 35,500
24. Chancellor Commodeal Private Limited Non- Promoter 35,000
25. Jigar Chandrakant Shah Non- Promoter 35,000
26. Ravi Kumar Jain Non- Promoter 35,000
27. Glance Finance Limited Non- Promoter 35,000
28. Gopal Kabra Non- Promoter 35,000
29. Chandresh Mehta Family Trust Non- Promoter 35,000
30. SVAN Investment Managers LLP Non- Promoter 35,000
31. Percy Chowdhry Non- Promoter 35,000
32. Inspirelabs Solusions Private Limited Non- Promoter 35,000
33. Kaajal Harsh Bhanshali Non- Promoter 28,500
34. Amit Mahajan Non- Promoter 21,000
35. Anish Hemant Mehta Non- Promoter 21,000
36. Raunak Bhartiya Non- Promoter 18,000
37. Rekha Bhartia Non- Promoter 18,000
38. Sujit Kumar Non- Promoter 18,000
39. Raj Kumar Agarwal Non- Promoter 18,000
Total 59,00,000
----- End of picture text -----

II. Pending Preferential Issue: Presently there has been no preferential issue pending or in process except as proposed in this notice.

III. Relevant Date: As per SEBI (ICDR) Regulations, 2018, the relevant date for the purpose of determination of issue price for the proposed preferential issue of securities is October 30, 2025.

IV. Issue Price and Valuation Report: In case of the frequently traded shares, as per Regulation 164(1) of the SEBI (ICDR) Regulations, 2018, a minimum issue price of the Equity share in a preferential issues has to be calculated as (a) the 90 trading days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; or (b) the 10 trading days volume weighted average prices of the related equity shares quoted on a recognized stock exchange preceding the relevant date; whichever is higher. 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.

The shares of the Company are listed and traded on both BSE Limited (BSE) the National Stock Exchange of India Limited (NSE). As per the trading volume data available on NSE, the shares of the Company are frequently traded at NSE and further the trading volume is more in NSE than the trading volume at BSE.

As per regulation 166A of the SEBI (ICDR) Regulations, 2018, 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.

Since the Articles of Association of the Company do not provide for any particular method of determination which results in a floor price higher than that determined under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the pricing of the Equity Shares to be allotted shall be determined in accordance with the provisions of Regulation 164(1) of the SEBI ICDR Regulations (in case of frequently traded shares).

As the proposed preferential issue will not result in a change in control of the Company, and the allotment to any individual allottee or to allottees acting in concert will not exceed 5% of the post-issue fully diluted equity share capital of the Company, the provisions of Regulation 166A(1) of the SEBI ICDR Regulations, requiring a valuation report from an independent registered valuer, is not applicable.

The Price determined as per provisions of the Regulation 164(1) of the SEBI ICDR Regulations (in case of frequently traded shares) has been worked out to be Rs. 140.96 per equity share.

It is proposed that the Equity Share shall be issued at an issue price of Rs. 141/- per equity share of the face value of Rs. 5/each (including a premium of Rs. 136/- per equity Share) or such higher issue price as may be determined as per the SEBI (ICDR) Regulations, 2018. Accordingly, the proposed issue price shall be more than the price determined under Regulation 164 and other applicable provisions of the SEBI (ICDR) Regulations, 2018.

Since, there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company in the last more than one year, there is no adjustment in pricing, required to be made, in terms of Regulation 166 of the SEBI (ICDR) Regulations, 2018.

Further as per the Regulation 166(2) of the SEBI (ICDR) Regulations, 2018, the effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the price for a preferential issue in accordance with regulations 164, 164A, 164B or 165 of these regulations. In this regard according to the circular No SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/51 dated 21st May 2024, the framework for considering unaffected price shall be applicable to top 250 listed entities only. Since the Company is not in top 250 listed entities, the aforesaid circular is not applicable in this case.

  • V. Justification for allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable

  • VI. Re-computation of Price: The Company shall re-compute the issue price of the Equity Share, in terms of the provision of the SEBI (ICDR) Regulations, 2018, where it is required to do so; and that if any amount payable on account of the recomputation of issue price is not paid within the time stipulated in the SEBI (ICDR) Regulations, 2018, the Equity Share allotted under preferential issue shall continue to be locked- in till the time such amount is paid by the allottee.

  • VII. Payment: In terms of the provisions of Regulation 169(1) of the SEBI (ICDR) Regulations, 2018; full consideration of Equity Shares shall be paid by the Proposed Allottees at the time of allotment of such Equity Shares. Accordingly, the entire consideration for Equity Shares is required to be paid to the Company before allotment of Equity Shares to the Proposed Allottees.

  • VIII. Identity & particulars of proposed allottee and pre & post issue holding of the proposed allottee: Present preferential issue of Equity Share is proposed to be made to the following Promoter and Non- promoter public category person. The identity and the pre-issue & post issue shareholding of the proposed allottee is shown in the table below:

==> picture [442 x 216] intentionally omitted <==

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

SN Name of the Address of the Category Identity of Pre-issue Equity No. of Post-issue Equity
Proposed Proposed the natural Shareholding Equity Shareholding
Allottee Allottee persons Shares
who are proposed
the to be
ultimate allotted
beneficial
No. of % No. of %
owners of
Shares Shares
the shares
of the
proposed
allottee
and/or
who
ultimately
control the
proposed
allottee
1 Ravinder F-13/4, Model Promoter N.A. 38.86 1,226,500
Nath Jain Town, G.T.B 21,016,832 22,243,332 37.08
Nagar, North
West Delhi,
----- End of picture text -----

==> picture [442 x 709] intentionally omitted <==

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

Delhi - 110009
2 Priti Jain C-543, 3rd Promoter N.A. 5.01 105,000
Floor, Defence 2,707,968 2,812,968 4.69
Colony, New
Delhi 110024
3 Alka Jain F-13/4, Model Promoter N.A. 10.00 210,000
Town, G.T.B 5,408,496 5,618,496 9.37
Nagar, North
West Delhi,
Delhi - 110009
4 Dipti Jain Flat No.8, Promoter N.A. 5.00 105,000
Paliputra 2,704,272 2,809,272 4.68
Building,16th
Road, Khar
West, Near
Khar
Gymkhana,
Mumbai,
400052
5 Shanti B-421/5, Non- Sujata 0.33 1,065,000
Capinvest Somdatta Promoter Meher 180,488 1,245,488 2.08
Private Chamber-1,
Limited Bhikaji Kama
Place, New
Delhi
6 Jatinder 21, Acropolis Non- N.A. 1.11 640,000
Jagdishrai CHS, Sector 6, Promoter 600,001 1,240,001 2.07
Agarwal Nerul, Navi
Mumbai 400706
7 Dugar Kh. No. Non- Nitin Jain 0.83 700,000
Growth Fund 316/274, Ground Promoter and Sanhit 448,347 1,148,347 1.91
Pvt. Ltd. Floor, Front Jain
Side, Saidulajab,
Western Marg,
Near Lane No.
3, New Delhi
110030
8 Nidhi Dinesh B-2402, Non- N.A. 0.18 285,000
Lodha Indiabulls Blu Promoter 96,123 381,123 0.64
Estate & Club,
G.K. Marg,
Membai 400013
9 Sachin Kasera 501/2, A Wing Non- N.A. 0.00 215,000
Oberoi Esquire, Promoter - 215,000 0.36
Goregaon East,
Mumbai,
Maharashtra
400063
10 Ketan V C34, 3rd Floor, Non- N.A. 0.00 135,000
Thakkar Royal Industrial Promoter - 135,000 0.23
Estate, 5B,
Naigaon, Cross
Road Wadala,
Mumbai 400031
11 Brinda 2603, 26th Non- N.A. 0.00 75,000
Upadhyaya Floor, Tower-D, Promoter - 75,000 0.13
Vivarea, Sane
Guruji Marg,
Jacob Circle,
Mumbai 400011
12 Anushka A-1301,Kalinga Non- N.A. 0.00 71,000
Manjul Shah Building, Nirmal Promoter - 71,000 0.12
Nagar, Muund,
Goregaon Link
Road, Near D-
Mart,
Mulund(W),
Mumbai 400080
13 Marigold B-1001, 10th Non- Sachin 0.00 71,000
Partners Floor, Kanakia Promoter Kasera and - 71,000 0.12
(Through Wall Street, Kunal
Partners - Mr. Chakala Andheri Khaneja
----- End of picture text -----

==> picture [442 x 716] intentionally omitted <==

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

Sachin Kasera East,
and Mr. Maharashtra,
Kunal Mumbai -
Khaneja) 400093
14 Shashi Kiran 752, Samshiba Non- N.A. 0.00 71,000
Janardhan Appts, Nargis Promoter - 71,000 0.12
Shetty Dutta Road, Pali
Hills, Bandra
(W), Mumbai,
Maharashtra
15 Bhavi Dev B-61, Meherina, Non- N.A. 0.00 71,000
Karvat CHS, 6th Floor, Promoter - 71,000 0.12
51-C, Nepean
Sea Road,
Mumbai,
400026
16 SVAN B-1001, Kanakia Non- Sachin 0.00 71,000
Velocity Fund Wall Street, Promoter Kasera - 71,000 0.12
Andheri Kurla
Road, Andheri
East, Mumbai
400069
17 The 490, 1th Main, Non- Sukumar 0.00 71,000
Ballygunge 3rd Block, Promoter Srinivas - 71,000 0.12
Family Trust Koramangala,
(Through Mr. Bangalore-560
Sukumar 034
Srinivas,
Managing
Trustee)
18 Satya Unit No. T-28, Non- Sunita 0.00 71,000
Foundation Third Floor, Promoter Gupta and - 71,000 0.12
(Through Mr. Pankaj Central Rohan
Rajiv Kumar, Market, LSC, Kumar
Trustee) Mandawali, Gupta
Fazalpur, Delhi
New Delhi
110092
19 Landmark IT 21st Floor, One Non- Ashok 0.00 42,000
Solutions Pvt West Building, Promoter Kumar - 42,000 0.07
Ltd Narsingi, Reddy
Nanakramguda Varidhi
Service Road, Reddy
Nanakramguda,
Hyderabad
500032
20 Kaviraj A001, Kemp Non- Anoop 0.00 35,500
Securities Plaza, Mind Promoter Purohit, - 35,500 0.06
Private Space, Malad Damyanti
Limited West, Mumbai Purohit,
400064 Usha
Purohit and
Santosh
Purohit
21 Ramesh Vyas Villa Garden Non- N.A. 0.00 35,500
Avenue, 02 347, Promoter - 35,500 0.06
AL Merkad
Premise Number
347081665,
Premise Type
Residential
Villa, UAE,
111111, United
Arab Emirates
22 Mahalaxmi 8, 4th Floor, Non- Anurag 0.00 35,500
Brokerage Upasana Tower, Promoter Agarwal - 35,500 0.06
(India) Subhash Marg,
Private C-Scheme,
Limited Jaipur 302001
Rajasthan
23 Reena House No-9/10, Non- N.A. 0.00 35,500
Singhal Plot No-8, Promoter - 35,500 0.06
Saraswati Kunj
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Alipur Road,
Civil lines
Delhi- 110054
24 Chancellor 14/1B, Ezra Non- Nilam 0.00 35,000
Commodeal Street, 1st Floor, Promoter Sureka - 35,000 0.06
Private Kolkata 700001
Limited
25 Jigar 43/A-25, Non- N.A. 0.00 35,000
Chandrakant Indrapuri, CHS Promoter - 35,000 0.06
Shah Ltd, Sion
(West), Mumbai
400022,
Maharashtra
26 Ravi Kumar The Sixty, 60, Non- N.A. 0.00 35,000
Jain Ballygunge Promoter - 35,000 0.06
Circular Road,
Flat No.
18B/19B,
Opposite St.
Lawrence
School,
Ballugunge,
Kolkata 700019
West BengalL
27 Glance First Floor, 7, Non- Narendra 0.00 35,000
Finance Kitab Mahal, Promoter Sardarsingh - 35,000 0.06
Limited 192, Karnavat
Dr.D.N.Road,
Fort, Mumbai-
400001
28 Gopal Kabra 201, Subhash Non- N.A. 0.00 35,000
Nagar, Udaipur Promoter - 35,000 0.06
313001
29 Chandresh 10th Floor, Non- Chandresh 0.00 35,000
Mehta Family Beuna Vista, St. Promoter Mehta and - 35,000 0.06
Trust Alexius Lane, Kinjal C
(Through Off Turner Mehta
Mr.Chandresh Road, Bandra
Mehta, (W), Mumbai
Trustee) 400050
30 SVAN B-1001, Kanakia Non- Sachin 0.00 35,000
Investment Wall Street, Promoter Kasera and - 35,000 0.06
Managers Andheri Kurla Jigar Shah
LLP Road, Andheri
East, Mumbai
400069
Maharashtra
31 Percy 1101/1201 Floor Non- N.A. 0.00 35,000
Chowdhry 11th 12th, Plot Promoter - 35,000 0.06
739/742,
Rustomjee
Yazarina One,
Dadar East,
parsi Colony,
5th Road, Dadar,
Mumbai 400014
Maharashtra
32 Inspirelabs 4th Floor, Non- Ashok 0.00 35,000
Solusions Krishe Sapphire Promoter Kumar - 35,000 0.06
Private Surve No. 88, Reddy
Limited Madhpur Hitech Varidhi
City Main Reddy
Rangareddi,
Hyderabad
33 Kaajal Harsh 1201/1202, Non- N.A. 0.00 28,500
Bhanshali Sheetalnath Promoter - 28,500 0.05
Tower, A-Wing,
Sudha Park,
Garodia Nagar,
Phase-II,
Mumbai
Rajawadi,
Mumbai 400077
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34 Amit Flat No. 82, 8th Non- N.A. 0.00 21,000
Mahajan Floor, Promoter - 21,000 0.04
Windermere, 1A
CHSL, New
Link Road, Near
Oshiwara Police
Station,
Andheri(W),
Mumbai 400053
35 Anish B-507, Non- N.A. 0.00 21,000
Hemant Parasnath Sidha Promoter - 21,000 0.04
Mehta Park, Near Pilice
Hockey Ground,
Ghatkopar East,
Mumbai 400077
36 Raunak C/O Raunak Non- N.A. 0.00 18,000
Bhartiya Bhartiya Promoter - 18,000 0.03
Hanuman Impex
Opp. HDFC
Bank Near
Koiria Tola
Raxaul, Bihar -
845305
37 Rekha Bhartia C/O Sanwarmal Non- N.A. 0.00 18,000
Bhartia Promoter - 18,000 0.03
Hanuman Impex
Opp. HDFC
Bank Near
Koiria Tola
Raxaul, Bihar -
845305
38 Sujit Kumar S/O - ramashish Non- N.A. 0.00 18,000
prasad Ashram Promoter - 18,000 0.03
road Near
ajanta hotel
Raxaul East
champaran -
845305
39 Raj Kumar C-36, Vaisali Non- N.A. 0.00 18,000
Agarwal Nagar, Near Promoter - 18,000 0.03
Tagore Public
School, Jaipur
302021
33,162,527 61.32 5,900,000 39,062,527 65.12
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The Company has obtained the Permanent Account Numbers and the Demat account number of the Proposed Allottees. There is pre-preferential shareholding of any of the Proposed Allottees for the Equity Shares and accordingly, lock-in of pre-preferential shareholding is applicable.

Proposed Allottee has not sold or transferred any shares of the Company during the 90 trading days preceding the Relevant Date. Further, all the pre-preferential shareholding of the Proposed Allottee is held in dematerialized form.

Neither the Company nor any of the promoters, promoter group persons, directors or the proposed allottee or the beneficial owners of the proposed allottee have been directly or indirectly debarred or prohibited to access the capital market or have been restrained by any regulatory authority from, directly or indirectly, acquiring the said securities. Further, neither the Company nor any of the promoters, promoter group persons, directors or the proposed allottee or the beneficial owners of the proposed allottee have not been declared as willful defaulter or a fraudulent borrower as per RBI Circular Ref. No. RBI/2015-16/100 DBR.No.CID.BC.22/20.16.003/2015-16 dated July 1, 2015 by the Banks. Accordingly, disclosure as per Schedule VI of the SEBI (ICDR) Regulations, 2018 is not applicable.

Neither the Company nor any of the promoters, promoter group persons, directors or the proposed allottee or the beneficial owners of the proposed allottee is a fugitive economic offender as defined under section 12 of the Fugitive Economic Offenders Act, 2018.

Neither the Company nor any of the promoters, promoter group persons, directors or the proposed allottee or the beneficial owners of the proposed allottee have any direct or indirect relation with the companies, its promoters and whole-time directors, which are compulsorily delisted by any recognized stock exchange.

  • IX. Change in control, if any, upon preferential issue: Consequent to the proposed preferential issue of Equity Share; there shall not be any change in control or change in management of the Company.

The preferential issue shall not attract an obligation to make an open offer for shares of the Company under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011.

  • X. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or Non-promoter public category: There shall not be any change in the status and category of any of the these Proposed Allottees even after the preferential issue and they shall remain as part of the same category, as mentioned in the special resolution, as below:

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S.N. Name of the Proposed Allottee Current Category Category
(Pre-Issue) (Post Issue)
1. Ravinder Nath Jain Promoter Promoter
2. Priti Jain Promoter Promoter
3. Alka Jain Promoter Promoter
4. Dipti Jain Promoter Promoter
5. Shanti Capinvest Private Limited Non- Promoter Non- Promoter
6. Jatinder Jagdishrai Agarwal Non- Promoter Non- Promoter
7. Dugar Growth Fund Pvt. Ltd. Non- Promoter Non- Promoter
8. Nidhi Dinesh Lodha Non- Promoter Non- Promoter
9. Sachin Kasera Non- Promoter Non- Promoter
10. Ketan V Thakkar Non- Promoter Non- Promoter
11. Non- Promoter Non- Promoter
Brinda Upadhyaya
12. Anushka Munjal Shah Non- Promoter Non- Promoter
13. Marigold Partners Non- Promoter Non- Promoter
14. Shashi Kiran Janardhan Shetty Non- Promoter Non- Promoter
15. Bhavi Dev Karvat Non- Promoter Non- Promoter
16. SVAN Velocity Fund Non- Promoter Non- Promoter
17. The Ballygunge Family Trust Non- Promoter Non- Promoter
18. Satya Foundation Non- Promoter Non- Promoter
19. Landmark IT Solutions Pvt Ltd Non- Promoter Non- Promoter
20. Kaviraj Securities Private Limited Non- Promoter Non- Promoter
21. Ramesh Vyas Non- Promoter Non- Promoter
22. Mahalaxmi Brokerage (India) Non- Promoter Non- Promoter
Private Limited
23. Reena Singhal Non- Promoter Non- Promoter
24. Chancellor Commodeal Private Non- Promoter Non- Promoter
Limited
25. Jigar Chandrakant Shah Non- Promoter Non- Promoter
26. Ravi Kumar Jain Non- Promoter Non- Promoter
27. Glance Finance Limited Non- Promoter Non- Promoter
28. Gopal Kabra Non- Promoter Non- Promoter
29. Chandresh Mehta Family Trust Non- Promoter Non- Promoter
30. SVAN Investment Managers LLP Non- Promoter Non- Promoter
31. Percy Chowdhry Non- Promoter Non- Promoter
32. Inspirelabs Solusions Private Non- Promoter Non- Promoter
Limited
33. Kaajal Harsh Bhanshali Non- Promoter Non- Promoter
34. Amit Mahajan Non- Promoter Non- Promoter
35. Anish Hemant Mehta Non- Promoter Non- Promoter
36. Rainak Bhartiya Non- Promoter Non- Promoter
37. Rekha Bhartia Non- Promoter Non- Promoter
38. Sujit Kumar Non- Promoter Non- Promoter
39. Raj Kumar Agarwal Non- Promoter Non- Promoter
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XI. Dues toward SEBI, Stock Exchange or Depositories: There is no outstanding dues payable to Dues toward SEBI, Stock Exchange or Depositories.

XII. Lock-in Period : The lock-in of the Equity Share shall be as per the applicable provisions of the SEBI (ICDR) Regulations, 2018.

The Equity Shares allotted on a preferential basis to Promoter and Public category persons shall be locked-in for a period of eighteen months and six months, respectively, from the date of trading approval of the stock exchanges or such extended period as may be required as per the SEBI (ICDR) Regulations..

The entire pre-preferential allotment shareholding of the Proposed Allottee for the Equity Shares, shall be locked-in from the Relevant Date up to a period of 90 trading days from the date of trading approval of the stock exchanges or such extended period as may be required as per the SEBI (ICDR) Regulations.

The issuer shall ensure that equity shares purchased by the allottee between the relevant date and allotment of Equity Shares forms part of the pre-preferential allotment shareholdings and same shall be subject to lock-in as per provisions of Regulation 167(6) of SEBI (ICDR) Regulations, 2018.

Intention of promoters/directors/key management persons or senior management to subscribe: There has been no intention of any of the promoters, directors, key management persons or senior management to subscribe to in the present preferential issue, except the following:

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SN Name of the Proposed Allottees Category Number of Equity
Shares
1. Ravinder Nath Jain Promoter 12,26,500
2. Priti Jain Promoter 1,05,000
3. Alka Jain Promoter 2,10,000
4. Dipti Jain Promoter 1,05,000
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XIII. Pre-issue & Post-issue Shareholding Pattern of the Issuer Company: Pre-issue and post issue shareholding pattern of the Company is as below:

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Post-issue Equity
S.No Category Pre Issue
Proposed Shareholding
Allotment of
No. of % Equity Shares No. of %
Shares held Shares held
A. Promoters’ holding
Indian
1 Individual 3,18,37,568 58.87 16,46,500 3,34,84,068 55.82
2 Body Corporate 0 0.00 0 0 0.00
3 Others - HUF 0 0.00 0 0 0.00
Sub Total 3,18,37,568 58.87 16,46,500 3,34,84,068 55.82
1 Foreign Promoters 0 0.00 0 0 0.00
Sub Total 0 0.00 0 0 0.00
Total Promoters Holding (A) 3,18,37,568 58.87 16,46,500 3,34,84,068 55.82
B. Non Promoters’ holding
1 Institutional Investors 2,10,127 0.39 71,000 2,81,127 0.47
2 Non-Institution:
Body Corporate 18,28,309 3.38 20,18,000 38,46,309 6.41
Resident Individuals 1,61,02,682 29.77 19,16,500 1,80,19,182 30.04
Other (Including NRIs, foreign national,
41,06,178 7.59 2,48,000 43,54,178 7.26
HUF, Clearing Members & IEPF)
Total Non-Promoters Holding (B) 2,22,47,296 41.13 42,53,500 2,65,00,796 44.18
C. Shares held by Employee's Trust
Shares held by Employee's Trust (C) 0 0.00 0 0 0.00
Grand Total (A+B+C) 5,40,84,864 100.00 59,00,000 5,99,84,864 100.00
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Allotment of Equity Share pursuant to the Preferential Issue would be within the Authorized Share Capital of the Company. The Company is and post preferential issue would be, in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchanges, where the equity shares of the issuer 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 SEBI.

XIV. Objects and purpose of the Preferential Issue: The Company intends to utilize the proceeds raised through the issue (“Issue Proceeds”/ “Gross Proceeds”) towards the objects of this preferential issue. The details of the Issue Proceeds are as below:

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SN Type of Securities Number of Issue Price (Per Amount to be raised from
to be Issued Securities Security) in Rs. preferential issue of Equity
Shares (Rs. In lakhs)
1. Equity Share 59,00,000 141.00 8,319.00
Total 8,319.00
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The details of the objects of the Preferential Issue (hereinafter collectively referred to as “Objects”), are as below:

SN Particulars Amount
(Rs. In lakhs)
% of total Issue
Proceeds
1. Capital expenditure on the project for aluminum extrusion,
tubbingand other value-addedprocesses*
4,000.00 48.08
2. To meet the workingcapital requirements of the Company** 2,800.00 33.66
3. GeneralCorporatePurpose*** 1,519.00 18.26
Total 8,319.00 100.00
  • A sum of Rs. 4,000.00 lakhs is proposed to be utilized on capital expenditure for purchase of land and building, expenditure on construction of factory buildings and other infrastructures and also for purchase of plants and machineries for expansion of the project for aluminum extrusion, tubbing and other value-added processes, such as anodising, powder coating, machining etc.

** We further propose to utilize Rs. 2,800.00 lakhs from the Issue Proceeds to fund to meet the working capital requirements. We fund most of our working capital requirements in the ordinary course of our business from our internal accruals and financing from various banks. This additional fund will ensure sufficient liquidity for day-to-day operations and business activities and also enable to expand the business operations of our Company.

*** Rs. 1,519.19 lakhs are proposed to be utilized for general corporate purposes.

The main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out presently are in accordance with the Object Clause of our Memorandum of Association.

Utilization of Gross Proceeds:

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S. Particulars Amount Tentative timelines for utilization of
No. (Rs. In lakhs) issue proceeds from the date of
receipt of funds
1. Capital expenditure on the project for aluminum 4,000.00 By 31 [st] December, 2026
extrusion, tubbing and other value-added processes
2. To meet the working capital requirements of the 2,800.00 By 31 [st] December, 2026
Company
3. General Corporate Purpose 1,519.00 By 31 [st] December, 2026
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Note: In terms of NSE Notice No. NSE/CML/2022/56 and BSE Notice No. 20221213-47 dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon the future circumstances.

Schedule of Implementation and Deployment of Funds: The present Preferential Issue is for Equity Shares and as estimated by our management, the entire proceeds received from the issue would be utilized for the all the abovementioned objects, in phases, as per the company’s business requirements from time to time.

If the proceeds are not utilized (in full or in part) for the objects stated above during the period stated above due to any such factors, the remaining proceeds shall be utilised in subsequent periods in such manner as may be determined by the Board, in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and funding requirement and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.

Interim Use of Issue Proceeds: Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Gross Proceeds in line with the aforesaid objects of the issue and compliance with the applicable laws and regulations for the time being in force.

Pending utilization of the Gross Proceeds for the purposes described above, our Company intends to deposit the Gross Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934 till the date the amount is fully utilized by the Company for the purpose mentioned above.

Monitoring Agency: In terms of Regulation 162A of the SEBI ICDR Regulations, since the proposed issue size is less than Rs. 100 crores, appointment of Monitoring Agency is not applicable.

XV. Proposed time of Allotment: The allotment of the Equity Share in the present preferential issue will be made within a period of 15 days from the date of passing of the Special Resolution by the members. Provided that where any approval of permission of regulatory authority for the allotment is pending, the period of 15 days shall be counted from the date of such approval or permission.

XVI. Undertaking with regard to re-computation of issue price: In terms of SEBI (ICDR) Regulations, 2018, the Company shall re-compute the price of the Equity Shares, in terms of the provision of the SEBI (ICDR) Regulations, 2018, where it is required to do so; and that if any amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, 2018.

XVII. Certificate of the Practicing Company Secretary : A certificate from Practicing Company Secretary namely Ms. Anita Aswal, Company Secretaries, Membership No. A37019 and COP No. 13883 certifying that the preferential issue is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations shall be made available for inspection by the Members during the meeting and will also be made available on the Company’s website - https://maanaluminium.com/corporate governance.php

As it is proposed to issue and allot the aforesaid securities on preferential allotment basis, special resolution is required to be approved by members pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, and rules made thereunder and Chapter V of the SEBI (ICDR) Regulations, 2018 and other applicable provisions. The Board of Directors believes that the proposed preferential issue and allotment of Equity Shares is in the best interest of the Company and its members. Your directors, therefore, recommend the resolution for your approval.

None of the Directors, Key Managerial Personnel of the Company or their relatives is in any way concerned or interested, financially or otherwise in the Special Resolution as set out at Item No. 2 of this Notice, except Mr. Ravinder Nath Jain, Ms. Priti Jain, Ms. Alka Jain, Ms. Dipti Jain, as Promoters, Directors and shareholders.

For Maan Aluminium Limited

Sandeep Kumar Agarwal Company Secretary Membership No: A37132

Date: November 04, 2025 Place: New Delhi