MAGNUM VENTURES LIMITED — Proxy Solicitation & Information Statement 2024

Apr 26, 2024

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

	Date: 26thApril, 2024
Department of Corporate Services BSE Limited Phiroj JeeJeeboy Tower, Dalal Street, Fort Mumbai-400001	Department of Corporate Communications National Stock Exchange India Limited Exchange Plaza, Bandra-Kurla Complex Bandra(E) Mumbai-400 051

Ref: Scrip Code BSE: 532896 NSE: MAGNUM

Dear Sirs,

Sub: Intimation and Notice of Extra-Ordinary General Meeting proposed to be convened on Monday, May 20, 2024 and Cut-off date

Dear Sirs,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulation, 2015, as amended and any other applicable provisions, we are pleased to inform that the Extra Ordinary General Meeting (“ EGM ”) of the Members of Magnum Ventures Limited (the “ Company ”) will be held on Monday, May 20, 2024 at 02:00 P.M. (IST) through Video Conferencing (“ VC ”).

The notice of EGM is also uploaded on the Company’s website at: www.magnumventures.in.

In compliance with Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, notice of EGM is enclosed herewith.

Please make note of the following dates for e- voting:

Date and time of commencement of remote e-voting : Friday, 17[th] May, 2024 at 09:00 AM. Date and time of end of remote e-voting: Sunday, 19[th] May, 2024 at 05:00 PM.

The Company has engaged the services of NSDL to provide the remote e-voting facility to the members of the Company.

The members holding shares either in physical form or in electronic form as on cut-off date Monday, 13[th] May, 2024 shall only be entitled for availing the remote e-voting facility.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

Members, who are present at the EGM through VC / OAVM 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 during the EGM. Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Monday, 13[th] May, 2024 will be entitled to cast their votes by remote e-voting or e-voting during the EGM. The voting right of members shall be in proportion to their shares of the paid up equity share capital of the company as on cut-off date. Once the vote on a resolution is cast by the shareholder, the shareholder would not be allowed to change it subsequently. A person who is not a member on the cut-off date should accordingly treat the EGM Notice as for information purposes only.

We request you to kindly take the above on record and bring to the notice of all concerned.

You are requested to kindly take the same on record.

Thanking You,

For MAGNUM VENTURES LIMITED

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Aaina Gupta Digitally signed by Aaina Gupta DN: c=IN, o=Personal, title=0420, pseudonym=MxmCH3oKvL0Wy1evDV4ov3AWi6YBUy2L, 2.5.4.20=e2d1c0217edbd7339373cd3b9bf14223693253d151054ef611bc6ae6de09e81b, postalCode=202411, st=Uttar Pradesh, serialNumber=d5ef479d58fd2e6ab829c98a9d7a998b9d28dc2a60ee682e109344c1811e0bc5, cn=Aaina Gupta Date: 2024.04.26 16:18:02 +05'30'
Aaina Gupta
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Company Secretary cum Compliance Officer

Enclosed: Notice of EGM and Explanatory Statement

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 01/2024-25 EXTRA-ORDINARY GENERAL MEETING (‘ EGM’) OF THE MEMBERS OF THE MAGNUM VENTURES LIMITED (THE “COMPNY”) WILL BE HELD ON MONDAY, 20 MAY 2024 AT 02:00 PM IST THROUGH VIDEO CONFERENCING (“VC”), TO TRANSACT THE FOLLOWING SPECIAL BUSINESSES:

1. ISSUE OF 75,00,000 WARRANTS CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE NON-PROMOTERS OF THE COMPANY

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

“RESOLVED THAT in accordance with the provisions of Section 23, 42, 62(1)(c) and other applicable provisions of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable rules and regulations made thereunder (including any amendments, modifications and/ or re-enactments thereof for the time being in force) (“the Act") and subject to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018, as amended, (“SEBI ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (“SEBI Takeover Regulations”) and other applicable rules, regulations and guidelines of Securities and Exchange Board of India (“SEBI”) and/or the National Stock Exchange of India (“NSE”) and BSE Limited (“BSE”) (“Stock Exchange(s)”), where the equity shares of the Company are listed, applicable provisions of the Memorandum and Articles of Association of the Company and any other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry of Corporate Affairs ("MCA"), the SEBI or any other statutory or regulatory authority (hereinafter collectively referred to as “applicable laws”) in each case to the extent applicable and including any amendments, modifications or re-enactments thereof for the time being in force, and subject to the approvals, consents, permissions and sanctions of the SEBI, Stock Exchange(s) and any other concerned authorities, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by any of the aforementioned authorities while granting such approvals, consents, permissions and sanctions (hereinafter collectively referred to as “necessary approvals”) which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee of Directors duly constituted or to be constituted to exercise powers conferred on the Board by this resolution), the approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot, by way of preferential issue on a private placement basis, in one or more tranches, in compliance with Chapter V of the SEBI ICDR Regulations, up-to a maximum of 75,00,000 (Seventy-Five Lakhs) Warrants convertible into equity shares ( “Warrants”) at an exercise price of INR 60/- (Rupees Sixty

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

Only) (including a premium of INR 50/- (Rupees Fifty Only) per Equity Share) being higher than the value determined by the independent registered valuer in terms of SEBI ICDR Regulations, each convertible into 1 (one) Equity Share of face value of Rs. 10/- (Rupees Ten Only) each (“the Equity Shares”) aggregating up-to INR 45,00,00,000/- (Rupees Forty-Five Crores Only), for cash, to the following non-promoters (“Proposed Warrant Allottee”) as more particularly set out in the explanatory statement, in accordance with the SEBI ICDR Regulations and other applicable laws and on such terms and conditions as mentioned hereunder:

1. Rahul Jhunjhunwala

2. Anshul Baser

3. Neha Nuwal

4. Sandeep Kumar Agarwal

5. M/s. Intgrai Technology Private Limited

6. Mala

7. Dilip Nanji Chheda

8. Chheda Krupa Dilip

9. Nayna Dilip Chheda

10. Jay Deepak Shah

11. Aditya Vikram Kanoria

12. Ajay Kumar Sethia

13. Nikhil Bidawatka

14. Damodar Prasad Bidawatka

15. Damodar Prasad Bidawatka HUF

16. Kalpana Bidawatka

17. Meena Devi Bidawatka

18. Yagna Agarwal

19. Sumesh Sajjan Kumar Parasrampuria

20. Ritik Ganeriwala

21. Sri GBK Resources Private Limited

RESOLVED FURTHER THAT the Company hereby confirms that in accordance with the provisions of Regulation 161 of the SEBI ICDR Regulations, the “Relevant Date” for the purpose of calculating the floor price for the issue of equity shares of the Company pursuant to the exercise of conversion of the Warrants is Friday, 19 April 2024.

RESOLVED FURTHER THAT aforesaid issue of Warrants shall be subject to the conditions prescribed under the Act and the SEBI ICDR Regulations including the following:

• i. the Proposed Warrant Allottee shall, on or before the date of allotment of Warrants, pay an amount equivalent to at least 25% of the price fixed per Warrant/Resulting Equity Share in terms of the SEBI ICDR Regulations and the balance 75% at the time of exercising the conversion option attached to the Warrant.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

• ii. the consideration for allotment of Warrants and/or Equity Shares arising out of conversion of such Warrants shall be paid to the Company from the Bank account of the Proposed Warrant Allottee.

• iii. the Warrants shall be issued and allotted by the Company only in Dematerialized form within a period of 15 days from the date of passing a Special Resolution by the Members, provided that where the issue and allotment of said Warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and/or Regulatory Authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or Regulatory Authorities etc.

• iv. the Warrants shall be convertible into Equity Shares, in one or more tranches, within a period of 18 (eighteen) months from the date of their allotment.

• v. in case the Warrant holder does not apply for the conversion of the outstanding Warrants into Equity Shares of the Company within the said 18 (eighteen) months from the date of allotment of the Warrants, then the amount paid on each of the said outstanding Warrants shall be forfeited and all the rights attached to the said Warrants shall lapse automatically.

• vi. the Warrants shall be exercised in a manner that is in compliance with the minimum public shareholding norms prescribed for the Company under the SEBI Listing Regulations and the Securities Contracts (Regulation) Rules, 1957.

• vii. upon exercise of the option to convert the Warrants within the tenure specified above, the Company shall ensure that the allotment of Equity Shares pursuant to exercise of the Warrants is completed within 15 days from the date of such exercise by the allottee of such Warrants.

• viii. the resulting Equity Shares shall rank pari-passu with the then existing fully paid-up equity shares of the Company including as to Dividend, Voting Rights etc.

• ix. the resulting Equity Shares will be listed and traded on the Stock Exchange(s), where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permission(s) and approval(s), as the case may be. Warrants shall not be listed.

• x. the entire pre-preferential equity shareholding of the Proposed Warrant Allottee, if any, shall be subject to lock in as per Regulation 167(6) of the SEBI ICDR Regulations.

• xi. the Warrants and/or equity shares to be offered/issued and allotted pursuant to the option attached to the Warrants shall be subject to lock in for such period as provided under the provisions of Chapter V of SEBI ICDR Regulations.

• xii. warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• xiii. the Warrants by themselves until converted into Equity Shares, does not give to the Warrant Holder any rights (including any dividend or voting rights) in the Company in respect of such Warrants;

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the members of the Company be and is hereby accorded to record the name and details of the Proposed Warrant Allottees in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Warrant Allottees inviting them to subscribe to the Warrants in accordance with the provisions of the Act.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors/ Committee(s) of the Board, Chief Financial Officer and the Company Secretary be and are hereby authorized severally to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient to the issue and allotment of the Warrants/ Resulting equity shares including but not limited to making application to Stock Exchange(s) for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in relation to the proposed preferential issue, offer and allotment of said Warrants/ Resulting equity shares, utilization of 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 herein conferred, as it may deem fit in its absolute discretion, to any Committee of the Board or any one or more Director(s)/Chief Financial Officer/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.

RESOLVED ALSO 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.”

2. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL AMENDMENT IN MEMORANDUM OF ASSOCIATION OF THE COMPANY

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

“ RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder and Memorandum and Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs. 1,12,82,50,000/- (Rupees One-Hundred and Twelve Crores Eighty-Two Lakhs Fifty Thousand Only) divided into 8,28,25,000 (Eight Crores Twenty-Eight Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each to Rs. 1,14,32,50,000/- (Rupees One Hundred and Fourteen Crores Thirty -Two Lakhs Fifty Thousand Only) divided into 8,43,25,000 (Eight Crores Forty-Three Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each.

RESOLVED FURTHER THAT the increased authorized equity share capital shall rank pari-passu in all respect with the existing Equity Shares of the Company.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, and Memorandum and Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place and stead the following:-

“V. The Authorised Capital of the Company is Rs. 1,14,32,50,000/- (Rupees One Hundred and Fourteen Crores Thirty -Two Lakhs Fifty Thousand Only) divided into 8,43,25,000 (Eight Crores FortyThree Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each with power to increase, reduce, reorganize, consolidate, divide and/or sub-divide the share capital and re-classify them into several classes and attach thereto respectively, such preferential, priority, deferred, qualified or special rights, privileges, conditions or restrictions, whether in regard to dividend, voting, return of capital, distribution of assets or otherwise, as may be determined in accordance with the laws, rules, regulations or resolutions of the Company or provided for in the Articles of Associations of the Company.”

RESOLVED ALSO THAT Board of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

For and on Behalf of the Board MAGNUM VENTURES LIMITED

Sd /- ABHAY JAIN Managing Director DIN: 01876385 Add: 113/3-4, Ansari Road, Darya Ganj, Delhi-110002

Date : 26.04.2024 Place : Ghaziabad

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

Note:

1. Pursuant to various Circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India (collectively referred to as “SEBI Circulars”) and in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 this EGM is being convened to be held through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. The proceedings of the EGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the EGM.

2. Pursuant to the provisions of the Act, Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. In terms of MCA Circulars, since physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act, will not be available for the EGM and, hence, the Proxy Form and Attendance Slip are not annexed to this Notice. The Board of Directors has appointed M/s. Munish K Sharma & Associates LLP as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

3. Corporate/Institutional members (i.e. other than individuals, HUF, NRI, etc) are required to send scanned copy of its Board or governing body resolution/authorization etc., authorizing its representative to attend EGM through VC/OAVM on its behalf and to vote through remote e- voting. The said Resolution/Authorization be sent to the Scrutinizer by email through its registered email address to munish_171@yahoo.com with a copy marked to evoting@nsdl.co.in

4. Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Members can login and join the EGM 30 minutes prior to the scheduled time to start the EGM and the window for joining shall be kept open till the expiry of 15 minutes after the scheduled time to start the EGM. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members, on first-come-first-served basis. However, the participation of large members (members holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Auditors can attend the EGM without restriction of first-come-first served basis. Instructions and other information for members for attending the EGM through VC/OAVM are given in this Notice.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the aforesaid MCA and SEBI Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with 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 venue voting on the date of the EGM will be provided by NSDL.

2. For ease of conduct, members who would like to ask questions/express their views on the items of the business to be transacted at the meeting can send in their questions/ comments in advance mentioning their name, demat account number/ folio number, email id, mobile number at cs_mvl@cissahibabad.in The same will be replied by the Company suitably. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

3. The remote e-voting period commences on Friday, May 17, 2024 (09:00 am) and ends on Sunday, May 19, 2024 (05:00 pm). No e-voting shall be allowed beyond the said date and time. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of May 13, 2024, may cast their vote by remote e- voting.

4. In accordance with SEBI vide its circular no. SEBI/HO/ MIRSD/RTAMB/CIR/P/2020/166 dated 7th September 2020 all share transfers shall be carried out compulsorily in the dematerialised form with effect from 1st April 2021. Hence no transfer of shares in physical form are allowed.

Further, in compliance with SEBI vide its circular SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25[th] January 2022, the following requests received by the Company in physical form will be processed and the shares will be issued in dematerialization form only:

• i. Issue of duplicate share certificate

• ii. Claim from unclaimed suspense account

• iii. Renewal/Exchange of securities certificate

• iv. Endorsement

• v. Sub-division / splitting of securities certificate

• vi. Consolidation of securities certificates/folios

• vii. Transmission

• viii. Transposition

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

For this purpose, the securities holder/claimant shall submit a duly filled up Form ISR-4 which is hosted on the website of the company as well as on the website of MAS Services Ltd, Registrar and share transfer agent (RTA) The aforementioned form shall be furnished in hard copy form.

Members holding shares in physical form are requested to dematerialize their holdings at the earliest.

1. The Securities and Exchange Board of India (‘SEBI’) vide its circular dated November 03, 2021 read with circular dated December 14, 2021 has made it mandatory for the shareholders holding securities in physical form to furnish PAN, KYC and Nomination details to the Registrar and Transfer Agent (‘RTA’) of the Company. Effective from 1[st] January 2022, any service requests or complaints received from the member, will not be processed by RTA on or after 1st April 2023.

The shareholders holding shares in physical form are requested to note that in case of failure to provide required documents and details as per aforesaid SEBI circular, all folios of such shareholders shall be frozen on or after April 01, 2023 by the RTA. In view of the above, shareholders of the Company holding securities in physical form are requested to provide following documents/details to RTA:

• i. PAN;

• ii. Nomination in Form No.SH-13 or submit declaration to ‘Opt-out’ in Form ISR-3;

• iii. Contact details including Postal address with PIN code, Mobile Number, E-mail address;

• iv. Bank Account details including Bank name and branch, Bank account number, IFS code; v. Specimen signature.

Any cancellation or change in nomination shall be provided in Form No.SH-14

All of above required documents/details shall be provided to Company/RTA at cs_mvl@cissahibabad.in / investor@masserv.com and send the documents at the address of registered office of the company or RTA. The shareholders can download the forms mentioned in SEBI circular from the website of the Company at www.amritcorp.com as well as RTA website i.e., www.masserv.com.

A separate communication has already been sent to the respective shareholders.

1. In compliance with the aforesaid MCA and SEBI Circulars, the Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice calling EGM along with the explanatory statement are available on the website of the Company at www.magnumventures.in and on the website of the Stock Exchange i.e., BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and on the website of National Securities Depository Limited (NSDL) i.e., www.evoting.nsdl.com (the Authorised agency for providing voting through electronic means and EGM through VC/OAVM). Company’s web-link on the above will also be provided in advertisement being published in Financial Express (English edition) and Jansatta (Hindi edition).

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1[st] April 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company Secretary or Mas Services Limited, Company’s Registrar and Share Transfer Agents (“RTA”) (Tel. No. 011 26387281/82/83) for assistance in this regard.

2. Members who have not yet registered their e-mail addresses are requested to register the same with their Depository Participants (“DP”) in case the shares are held by them in electronic form and with the Company/RTA in case the shares are held by them in physical form.

3. Members are requested to intimate changes, if any, pertaining to their name, postal address, e- mail address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, etc., to their DPs if the shares are held by them in electronic form and to the Company/RTA if the shares are held by them in physical form.

4. For receiving all future correspondence from the Company electronically–

In case you have not registered your email ID with the Company/ Depositary, please follow below instructions to register your email ID and login details for e-voting.

Physical Holding

Send a signed request letter to Registrar and Transfer Agents of the Company, MAS Services Limited at investor@masserv.com providing Folio Number, Name of the 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) with subject line (Register E-mail ID Folio No (Mention Folio No) of Magnum Ventures Limited.

Demat Holding

Please contact your Depositary Participant (DP) and register your email address as per the process advised by DP.

1. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the EGM along explanatory statement is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories. Further, those members who have not registered their e-mail addresses and mobile nos. and in consequence could not be served the Notice of the EGM may temporarily get themselves registered with RTA by emailing for obtaining the same. Members are requested to support our commitment to environmental protection by choosing to receive the Company’s communications through e-mail going forward.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492 Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

Members may note that the Notice will also be available on the Company’s website www.magnumventures.in, websites of the Stock Exchanges i.e., BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and on the website of NSDL https://www.evoting.nsdl.com.

1. In case a person has become a member of the Company after dispatch of the EGM Notice, but on or before the cur-off date for e-voting i.e., Monday, May 13, 2024, such person may obtain the User ID and Password from RTA by e-mail request on investor@masserv.com

2. With a view to helping us serve the members better, members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.

3. In terms of Section 72 of the Companies Act, 2013 and the applicable provisions, the shareholders of the Company may nominate a person in whose name the shares held by him/them shall vest in the event of his/their death. Shareholders desirous of availing this facility may submit the requisite nomination form.

4. In terms of SEBI Circular dated 09/12/2020, the depository shall send SMS/email alerts regarding the details of the upcoming EGM to the demat holders atleast 2 days prior to the date of commencement of e-voting. Hence members are requested to update the mobile no./email ID with their respective depository participants.

5. The documents referred to in the proposed resolutions are available for inspection at its Registered Office of the Company during normal business hours on any working day except Saturdays, upto the date of meeting.

6. Instructions for e-voting and joining the EGM are as follows:

In terms of the provisions of section 108 of the Act, read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (hereinafter called ‘the Rules’ for the purpose of this section of the Notice) and regulation 44 of the SEBI Listing Regulations, the Company is providing facility of remote e-voting to exercise votes on the items of business given in the 01/2024-25 Extra-Ordinary General Meeting (EGM) Notice through electronic voting system, to members holding shares as on Monday, May 13, 2024 (end of day), being the cut-off date fixed for determining voting rights of members, entitled to participate in the remote e- voting process, through the e-voting platform provided by NSDL or to vote at the e-EGM.

1. In case of any queries regarding the Notice of EGM and Explanatory Statement thereof, the Members may write to magnumventures@gmail.com to receive an email response.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

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

The remote e-voting period begins on Friday, May 17, 2024 (09:00 am) and ends on Sunday, May 19, 2024 (05:00 pm). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., May 13, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being May 13, 2024.

- 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 and joining virtual meeting for Individual shareholders holding securities in demat mode

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

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider – NSDLand you will be re- directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

Magnum Ventures Limited CIN: L21093DL1980PLC010492

E-mail: info@magnumventures.in Website: www.magnumventures.in

2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS”Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held 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 options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi/ Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on options available against company name ore- Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.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.comor contact at 022- 23058738 or 022-23058542-43

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

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

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

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

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

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

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited CIN: L21093DL1980PLC010492 Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

your vote electronically.

1. Your User ID details are given below :

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

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

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

3. c) How to retrieve your ‘initial password’?

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

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492 Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

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

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

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

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

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

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

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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

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

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

vote, to the Scrutinizer by e-mail to munish_171@yahoo.com with a copy marked to evoting@nsdl.co.in.

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

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Amit Vishal 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 send signed request with Folio No., Name of shareholder, scanned copy of any one share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to info@masserv.com.

2. In case shares are held in demat mode, please update your email id with your depository. 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 and joining virtual meeting 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.

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

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

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

2. Only those Members/ shareholders, who will be present in the EGM 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.

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

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 shall be the same person mentioned for Remote e-voting.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

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

1. Member will be provided with a facility to attend the EGM 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 link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General 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.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (magnumventures@gmail.com). The same will be replied by the company suitably.

General Guidelines

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 munish_171@yahoo.com with a copy marked to evoting@nsdl.co.in

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to at evoting@nsdl.co.in

4. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members on May 13, 2024 (cut-off date). Only those Members whose names are recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e- voting as well as e-voting at the EGM.

5. Those who become Members of the Company after dispatch of the Notice but on or before May 13, 2024 (cut-off date) may follow instructions mentioned above for user ID and

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

• password. On receipt of user ID and password, the steps stated above should be followed for casting of vote.

• The Scrutinizer shall after the conclusion of voting at the EGM, will unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the EGM, a scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.magnumventures.in and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall, simultaneously, be forwarded to NSE & BSE which shall place the results on their website.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1

A. Particulars of the Offer including details of Board Resolution passed, kinds of securities offered, the price at which security is being offered and amount which the company intends to raise by way of such securities:

Board of Directors of the Company (“Board”) at its meeting held on 22 April 2024, subject to the approval of the Members by way of passing a Special Resolution and subject to other necessary approval(s), as may be required, approved to create, offer, issue and allot, by way of preferential issue on a private placement basis, in one or more tranches, in compliance with the provisions of Sections 23, 42 and 62(1)(c) of the Companies Act, 2013 (“the Act”) and Rules made there under and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), of the following securities to the proposed allottees ("Proposed Allottees”) upto an aggregate of 75,00,00 (Seventy-Five Lakhs) Warrants convertible into equivalent nos. of Equity Shares (i.e. one fully paid up Equity Share upon conversion of every one Warrant held) of a face value of Rs.10/- (Rupees Ten only) each of the Company, at an exercise price of Rs. 60/- (Rupees Sixty Only) (including a premium of Rs. 50/- (Rupees Fifty Only) per Warrant/resulting Equity Share which is higher than the price as determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, aggregating upto INR 45,00,00,000/- (Rupees Forty -Five Crores Only).

The relevant disclosures as required under Regulation 163(1) of Chapter V of the SEBI ICDR Regulations are set out below:

B. The Objects of the preferential issue:

Your Company intends to utilize the proceeds raised through the Issue (“Issue Proceeds”) towards funding the following objects:

• a) Capital expenditure towards tangible and intangible assets;

• b) Renovation , renewal, repair, restoration, and upgrade of Hotel Unit and Paper Unit; and

• c) General corporate purposes

• (Collectively, referred to herein as the “Objects”)

Given that the funds to be received against Warrant conversion will be in tranches and the quantum of funds required on different dates may vary, therefore, the broad range of intended use of the Issue Proceeds for the above Objects is set out herein below:

S.No.	Particulars	Total estimated amount to be utilised for each of the Objects*(Rs. In crore)	Tentative timelines for utilization of Issue Proceeds from the date of receipt of funds
1	Capital expenditure towards tangible and intangible assets	22.50	Within 12 months from receipt of funds for the Warrants (as set out herein)
2	Renovation, renewal, repair, restoration, and upgrade of Hotel Unit and Paper Unit	11.25
3	General corporate purposes (Up to 25% of the Issue Proceeds)	11.25
	TOTAL	45

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010

Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

• considering 100% conversion of Warrants into equity shares within the stipulated time.

Given that the Preferential Issue is for convertible Warrants, the Issue Proceeds shall be received by the Company within 18 (eighteen) months from the date of allotment of the Warrants in terms of Chapter V of the SEBI ICDR Regulations, and as estimated by our management, the entire Issue Proceeds would be utilized for the all the aforementioned Objects, in phases, as per the Company’s business requirements and availability of Issue Proceeds, within 12 months from the date of receipt of funds for the Warrants (as set out herein).

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned Objects may deviate +/- 10% depending upon the future circumstances, given that the Objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

The objects and objects incidental or ancillary to the main objects as stated in the Memorandum of Association enable us to undertake (i) our existing activities; and (ii) activities for which funds earmarked towards general corporate purposes shall be used. Further, our objects as stated in the Memorandum of Association do not restrict us from undertaking the activities for which the funds are being raised by our Company through this Issue.

C. Maximum Number of specified securities to be issued:

This Special Resolution authorizes the Board to issue and allot, by way of preferential issue on a private placement basis, in one or more tranches, in compliance with SEBI ICDR Regulations, up to an aggregate of 75,00,000 (Seventy-Five Lakhs Only) Warrants each convertible into equivalent nos. of Equity Shares (i.e., one fully paid-up Equity Share upon conversion of one Warrant held) of a face value of Rs. 10 (Rupees Ten only) each of the Company. Further, no assets of the Company are charged as securities for the said preferential issue.

D. The allotment of Warrants is subject to Proposed Allottees, Non-Promoters not having sold any equity shares of the Company during the 90 Trading Days preceding the Relevant Date. The Proposed Allottees, Non-Promoters have represented that they have not sold any equity shares of the Company during 90 Trading Days preceding the Relevant Date.

E. The names of the Proposed Allottees and the percentage of post preferential offer shareholding that may be held by them along with the Current and Proposed status are given below:

a) Issue of Warrants to following person(S) belonging to Non-Promoters:

	Sr. No.	Name of the Proposed Allottee	Current Status	Proposed Status	No. of Warrants to	% of the post issue offer

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

				be issued	capital
1.	Rahul Jhunjhunwala	Non- Promoter	Non- Promoter	4,00,000	0.47
2.	Anshul Baser	Non- Promoter	Non- Promoter	2,00,000	0.24
3.	Neha Nuwal	Non- Promoter	Non- Promoter	2,00,000	0.24
4.	Sandeep Kumar Agarwal	Non- Promoter	Non- Promoter	14,00,000	1.66
5.	M/S Intgrai Technology Private Limited	Non- Promoter	Non- Promoter	14,00,000	1.66
6.	Mala	Non- Promoter	Non- Promoter	14,00,000	1.66
7.	Dilip Nanji Chheda	Non- Promoter	Non- Promoter	1,00,000	0.12
8.	Chheda Krupa Dilip	Non- Promoter	Non- Promoter	1,00,000	0.12
9.	Nayna Dilip Chheda	Non- Promoter	Non- Promoter	1,00,000	0.12
10.	Jay Deepak Shah	Non- Promoter	Non- Promoter	1,00,000	0.12
11.	Aditya Vikram Kanoria	Non- Promoter	Non- Promoter	2,00,000	0.24
12.	Ajay Kumar Sethia	Non- Promoter	Non- Promoter	4,00,000	0.47
13.	Nikhil Bidawatka	Non- Promoter	Non- Promoter	30,000	0.04
14.	Damodar Prasad Bidawatka	Non- Promoter	Non- Promoter	40,000	0.05
15.	Damodar Prasad Bidawatka HUF	Non-	Non-	50,000	0.06

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010

Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

		Promoter	Promoter
16.	Kalpana Bidawatka	Non- Promoter	Non- Promoter	30,000	0.04
17.	Meena Devi Bidawakta	Non- Promoter	Non- Promoter	50,000	0.06
18.	Yagna Agarwal	Non- Promoter	Non- Promoter	1,00,000	0.12
19.	Sumesh Sajjan Kumar Parasrampuria	Non- Promoter	Non- Promoter	1,00,000	0.12
20.	Ritik Ganeriwala	Non- Promoter	Non- Promoter	3,50,000	0.42
21.	Sri GBK Resources Private Limited	Non- Promoter	Non- Promoter	7,50,000	0.89

• b) The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter:

The current and proposed status of the Proposed Allottees for the Warrants are detailed in Table E (a) above.

F. Intent of the Promoters, Directors or Key Managerial Personnel (KMP) of the issuer to subscribe to the offer:

No Promoter, director or key managerial personnel intend to subscribe to the present preferential issue.

G. Relevant Date:

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for the determination of issue price of Warrants is Friday, 19 April 2024 (“Relevant Date”), being the date, which is 30 days prior to the Extra-Ordinary General Meeting i.e. Monday, 20 May 2024 (on which date this resolution, if approved by members as Special Resolution, will deemed to be passed).

H. Pending preferential issue:

Presently there has been no preferential issue pending or in process except as proposed in this Notice.

I. Basis on which the price has been arrived and Valuation Report:

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

In case of the frequently traded shares, as per Regulation 164(1) of the SEBI ICDR Regulations, a minimum issue price of the Equity Shares/ Warrants in preferential issues has to be calculated as:

• a) the 90 trading days volume weighted average price (VWAP) of the related equity shares quoted on the recognized stock exchange preceding the relevant date; or

• b) the 10 trading days volume weighted average price (VWAP) 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 NSE and BSE. As per the trading volume data available on the Stock Exchanges, the shares of the Company are frequently traded, with higher trading volume at NSE, being the Stock Exchange where securities of the Company are permitted to trade and highest trading turnover during last 240 trading days, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

Further as per regulation 164(4)(a), a preferential issue of specified securities to qualified institutional buyers, not exceeding five in number, shall be made at a price not less than the 10 trading days volume weighted average prices of the related equity shares quoted on recognized Stock Exchanges preceding the relevant date.

Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.

Further, as per regulation 166A of the SEBI ICDR Regulations, any preferential issue, which may result in a change in control or allotment of more than five per cent of the post issue fully diluted share capital of the issuer, to an allottee or to allottee(s) acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price.

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

Articles of Association of the Company does not provide for any particular method of determination which results in a floor price higher than that determined under SEBI ICDR Regulations. However, the proposed allotment is more than 5% of the post issue fully diluted Equity Share Capital of the Company, to the Proposed Allottees, the pricing shall be the higher of the following parameters:

• i. Price determined as per provisions of the Regulation 164(1) of the SEBI ICDR Regulations (in case of frequently traded shares); Or

• ii. Price determined as per provisions of the Regulation 166A(1) of the SEBI ICDR Regulations;

In terms of Regulation 166A (1) of the SEBI ICDR Regulations, the Company has taken Valuation Report dated April 20, 2024 from Mr. Manish Agarwal, an Independent Registered Valuer

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

[Registration Number: IBBI/RV/03/2019/12187] having Office at 307, Prakash Deep building, Tolstoy Marg, Connaught palace, New Delhi-110001 and the copy of the same has been hosted on the website of the Company which can be accessed at https://www.magnumventures.in/assets/pdf/preferential-issue/Valuation-Report-dated-20-April2024.pdf

As per the Valuation Report, the minimum price, in terms of Regulation 166A(1) of the SEBI ICDR Regulations at which Warrants can be issued is Rs. 59.15/- (Rupees Fifty-Nine and Paisa One Five only).

It is proposed that the Warrants shall be issued at an exercise price of Rs. 60/- (Rupees Sixty only) (including a premium of Rs. 10/- (Rupees Ten Only) per underlying equity share of face value of Rs. 10/- each which is higher than the issue price as determined as per the SEBI ICDR Regulations.

Price determined as per 90 trading days VWAP – Rs. 59.15/-

Price determined as per 10- trading days VWAP – Rs. 54.23/-

Price determined as per Net Asset Valuation – Rs. 8.82-

Price Determined as per Discounted Cash Flow – Rs. 55.16/-

Hence the price determined as per Valuation Report is – Rs. 59.15/-.

Accordingly, the proposed issue price is more than the price determined under Regulation 164(1) and Regulation 166A of the SEBI ICDR Regulations. Since there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company during 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.

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

Valuation for consideration other than cash: Not Applicable

J. Re-computation of Issue Price:

The Company shall re-compute the issue price of the Warrants, in terms of the provision of the SEBI ICDR Regulations, 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, the Warrants allotted under preferential issue shall continue to be locked-in till the time such amount is paid by the allottees.

K. Payment of Consideration:

For Warrants : In terms of the provisions of Regulation 169(2) of the SEBI ICDR Regulations, an amount equivalent to at least 25% (twenty five percent) of the total consideration for the Warrants will be payable at the time of subscription to the Warrants, which will be kept by the Company to be adjusted and appropriated against the issue price of the Resulting Equity Shares.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492 Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

A Warrant balance exercise price equivalent to the 75% of the issue price shall be payable by the Proposed Allottees at the time of exercising the Warrant.

In case the Warrant holder does not apply for the conversion of the outstanding Warrants into equity shares of the Company within 18 (eighteen) months from the date of allotment of the Warrants, then the consideration paid upon each of the said outstanding Warrants shall be forfeited and all the rights attached to the Warrants shall lapse automatically.

The consideration for the Warrants shall be payable in cash and has to be paid by the Proposed Allottees from their respective bank accounts and in case of joint holders, shall be received from the bank account of the person whose name appears first in the application.

L. Dues toward SEBI, Stock Exchanges or Depositories :

There are no outstanding dues of the Company payable towards Stock Exchanges or Depositories as on the date of this Notice.

M. Change in control, if any, upon preferential issue:

Consequent to the proposed preferential issue of Warrants/resulting Equity Shares; there is no change in control or change in management of the Company. The preferential issue does 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.

N. The shareholding pattern of the issuer Company before and after the preferential issue:

The shareholding pattern before and after the proposed preferential issue to Promoter, Promoter Group and Non-promoters are as follows:

Sr. No.	Category	Pre-Issue	Pre-Issue	Pre-Issue	Pre-Issue	Post Issue	Post Issue
		Prior to conversion of outstanding warrants		Assuming full conversion of outstanding warrants		Assuming full conversion of existing warrants
		No. of Equity Shares Held	% of shareh olding	No. of Equity Shares Held	% of shareh olding	No. of shares held	% of shareh olding
A	**Promoters’ holding: **
1	Indian:
	Individual	1,35,94,044	23.09	3,14,44,044	40.98	3,14,44,044	37.33
	Bodies Corporate	-	-	-	-	-	-
	Sub-Total	1,35,94,044	23.09	3,14,44,044	40.98	3,14,44,044	37.33
2	Foreign Promoters	1,66,48,510	28.27	1,66,48,510	21.70	1,66,48,510	19.76
	Sub-Total(A)	3,02,42,554	51.36	4,80,92,554	62.67	4,80,92,554	57.09
B	**Non-Promoters’ holding: **
1.	Institutional Investors	1,81,644	0.31	1,81,644	0.24	1,81,644	0.22
2.	Non- Institution
	Private Corporate Bodies	61,88,881	10.51	61,88,881	8.07	83,38,881	9.90
	Directors and Relatives	-	-	-		-	-

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

E-mail: info@magnumventures.in Website: www.magnumventures.in

	Indian Public	2,16,58,356	36.78	2,16,58,356	28.22	2,70,08,356	32.06
	Others(IncludingNRI’s)	6,14,882	1.05	6,14,882	0.80	6,14,882	0.73
	Sub- Total(B)	2,86,43,763	48.64	2,86,43,763	37.33	3,61,43,763	42.91
	GRAND TOTAL	5,88,86,317	100.00	7,67,36,317	100.00	8,42,36,317	100.00

Notes:

1. The Pre-preferential shareholding pattern is as on 31[st] March 2024.

O. Time frame within which the preferential issue shall be completed:

In terms of Regulation 170(1) of the SEBI ICDR Regulations, preferential allotment of Warrants and Equity Shares to Proposed Allottees pursuant to the special resolution will be completed within a period of 15 (fifteen) days from the date of passing of special resolutions.

Provided that where the allotment is pending on account of pendency of any application for approval or permission by any regulatory authority, if applicable, the allotment would be completed within 15 (fifteen) days from the date of such approval or within such further period as may be prescribed or allowed by SEBI, Stock Exchanges or other concerned authorities.

Proposed Allottee of Warrants shall be entitled to convert the same into equal number of Equity Shares, in one or more tranches, within a period of eighteen (18) months from the date of allotment of Warrants.

Upon exercise of the option to convert the Warrants within the tenure specified above, the Company shall ensure that the allotment of equity shares pursuant to exercise of the Warrants is completed within 15 days from the date of such exercise by the allottees of such Warrants.

P. Particulars of the Proposed Allottee(s) and the identity of the natural persons who are the ultimate beneficial owners of the Warrants/equity shares proposed to be allotted and/or who ultimately control the Proposed Allottee(s), the percentage of post preferential issue capital that may be held by them and change in control, if any, in the Issuer consequent to the preferential issue:

Sr. No.	Names	PAN	Natural Person who are the Ultimate Beneficial Owners	Pre- preferential holding & (%)	Pre- preferential holding & (%)	Present issue of Warrants	Post preferential holding & (%) (assuming full conversion)
				(Prior to conversion of outstanding warrants)	(Assuming full conversion of outstanding warrants)
1.	Rahul Jhunjhunwala	AABFZ9265B	Rahul Jhunjhunwala	4,67,600 (0.79)	4,67,600 (0.61)	4,00,000	8,67,600 (1.03)

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010

Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

2.	Anshul Baser	BFJPB2376F	Anshul Baser	101 (0.00)	101 (0.00)	2,00,000	2,00,101 (0.24)
3.	Neha Nuwal	APPPN2572Q	Neha Nuwal	11,660 (0.02)	11,660 (0.02)	2,00,000	2,11,660 (0.25)
4.	Sandeep Kumar Agarwal	AANPA6366L	Sandeep Kumar Agarwal	Nil	Nil	14,00,000	14,00,000 (1.66)
5.	M/S Intgrai Technology Private Limited	AAGCI5074H	Prafful Agarwal (PAN of Prafful Agarwal- BRKPA4316H)	Nil	Nil	14,00,000	14,00,000 (1.66)
6.	Mala	BITPM7070A	Mala	Nil	Nil	14,00,000	14,00,000 (1.66)
7.	Dilip Nanji Chheda	AAAPC5740P	Dilip Nanji Chheda	Nil	Nil	1,00,000	1,00,000 (0.12)
8.	Chheda Krupa Dilip	AFQPC8757H	Chheda Krupa Dilip	Nil	Nil	1,00,000	1,00,000 (0.12)
9.	Nayna Dilip Chheda	AAAPC8228N	Nayna Dilip Chheda	Nil	Nil	1,00,000	1,00,000 (0.12)
10.	Jay Deepak Shah	BJYP53454A	Jay Deepak Shah	Nil	Nil	1,00,000	1,00,000 (0.12)
11.	Aditya Vikram Kanoria	ALSPK3630K	Aditya Vikram Kanoria	Nil	Nil	2,00,000	2,00,000 (0.24)
12.	Ajay Kumar Sethia	AHSPS1599K	Ajay Kumar Sethia	Nil	Nil	4,00,000	4,00,000 (0.47)
13.	Nikhil Bidawatka	AOAPB9205N	Nikhil Bidawatka	Nil	Nil	30,000	30,000 (0.04)
14.	Damodar Prasad Bidawatka	ADDPB7149K	Damodar Prasad Bidawatka	Nil	Nil	40,000	40,000 (0.05)
15.	Damodar Prasad Bidawatka HUF	AABHD4931N	Damodar Prasad Bidawatka	Nil	Nil	50,000	50,000 (0.06)
16.	Kalpana Bidawatka	BYWPS3672P	Kalpana Bidawatka	18,000 (0.03)	18,000 (0.02)	30,000	48,000 (0.06)
17.	Meena Devi Bidawakta	AEIPB4726Q	Meena Devi Bidawakta	3,000 (0.01)	3,000 (0.00)	50,000	53,000 (0.06)
18.	Yagna Agarwal	BWEPA8964N	Yagna Agarwal	Nil	Nil	1,00,000	1,00,000 (0.12)
19.	Sumesh Sajjan Kumar Parasrampuria	AABPP7217P	Sumesh Sajjan Kumar Parasrampuria	Nil	Nil	1,00,000	1,00,000 (0.12)
20.	Ritik Ganeriwala	BZTPG0433Q	Ritik Ganeriwala	Nil	Nil	3,50,000	3,50,000 (0.42)
21.	Sri GBK Resources Private Limited	AABCG1678E	Ashok Kumar Pareek (PAN of Ashok Kumar Pareek -AGDPP2758B)	Nil	Nil	7,50,000	7,50,000 (0.89)

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015

E-mail: info@magnumventures.in Website: www.magnumventures.in

1. The Pre-issue Shareholding is as on 19 April 2024.

2. There shall not be change in control consequent to the present preferential issue of Warrants and Equity shares.

Q. Lock in Requirement

The Warrants/ Resulting Equity Shares shall be subject to ‘lock-in’ as prescribed under the applicable provisions of the SEBI ICDR Regulations.

1. The entire pre-preferential shareholding of the Proposed Warrant Allottees shall be subject to lock-in as per the SEBI ICDR Regulations.

2. The Warrants to be issued to the Proposed Warrant Allottees shall be subject to lock-in for a period of 1 year from the date of allotment of such Warrants, as per the requirement of SEBI ICDR Regulations.

3. The proposed allotment of Equity Shares pursuant to conversion of Warrants to the Proposed Warrant Allottees, shall be subject to fresh lock-in for a period of 18 months from the date of grant of trading approval by the Stock Exchanges, as per the requirement of SEBI ICDR Regulations.

R. Undertaking

• Neither the Company nor its Directors or Promoters have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations.

• As per the information available with the Company and confirmed by the Directors/ Promoter/ KMPs; none of the Directors or Promoters or KMPs/ Non-Promoter who are proposed to be allotted Warrants in terms of this Notice, are fugitive economic offenders as defined under the SEBI ICDR Regulations.

• The Company is eligible to make the preferential Issue to its Promoter (including Promoter Group) / Non-Promoter under Chapter V of the SEBI ICDR Regulations.

• In terms of SEBI ICDR Regulations, the Company shall re-compute the price of the Warrant/ Resulting Equity Shares, in terms of the provision of the SEBI ICDR Regulations, 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 the Convertible Warrants allotted under preferential issue shall continue to be locked-in till the time such amount is paid by the allottee.

• 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 SEBI Listing Regulations, as amended, and any circular or notification issued by SEBI.

• The Company will make an application to the Stock Exchanges at which the existing Equity shares are listed, for listing of the proposed Equity Shares.

• T. Practicing Company Secretary’s Certificate:

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

The certificate obtained from M/s. Munish K Sharma & Associates LLP, Company Secretaries, certifying that the preferential issue is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations and certificate confirming the pricing as per 164(1) and certificate as per 163(2), shall be available for inspection on the website of the Company at - - https://www.magnumventures.in/assets/pdf/preferential issue/PCS Certificates.pdf upto 20 May 2024.

In accordance with the provisions of Sections 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI ICDR Regulations, approval of the Members for issue and allotment of the Warrants to persons belonging to Non-Promoter, is being sought by way of a “Special Resolution” as set out in the said item no. 1 of the Notice.

The Board of Directors believes that the proposed preferential issue is in the best interest of the Company and its Members and, therefore, recommends the Special Resolutions at Item no. 1 of the accompanying Notice for approval by the Members of the Company.

None of the Directors, Key Managerial Personnel of the Company or their relatives, other than to the extent of their shareholding, 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

The present Authorised Share Capital of the Company is Rs. 1,12,82,50,000/- (Rupees One-Hundred and Twelve Crores Eighty-Two Lakhs Fifty Thousand Only) divided into 8,28,25,000 (Eight Crores Twenty-Eight Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each.

Considering the increased fund requirements of the Company, the Board on 22 April 2024, had accorded its approval for increasing the Authorised Share Capital from existing Rs. 1,12,82,50,000/(Rupees One-Hundred and Twelve Crores Eighty-Two Lakhs Fifty Thousand Only) divided into 8,28,25,000 (Eight Crores Twenty-Eight Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/(Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each to Rs. 1,14,32,50,000/- (Rupees One Hundred and Fourteen Crores Thirty -Two Lakhs Fifty Thousand Only) divided into 8,43,25,000 (Eight Crores Forty-Three Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each, subject to shareholders approval.

It is therefore proposed to increase the Authorised Share Capital of the Company by creation of 15,00,000 (Fifteen Lacs) additional equity shares of Rs. 10/- each ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed Authorised Share Capital.

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200

Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: HNO-MN01, Hub and Oak, E-14, Lower Ground Floor, Defence Colony, New Delhi-110024 Phone: +91-11-42420015 E-mail: info@magnumventures.in Website: www.magnumventures.in

The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members at a general meeting.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection in the manner provided in the note no. 22 to this Notice.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way 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 an Ordinary Resolution.

For and on Behalf of the Board MAGNUM VENTURES LIMITED

Sd/-

ABHAY JAIN

Managing Director DIN: 01876385 Add: 113/3-4, Ansari Road, Darya Ganj, Delhi-110002

Date : 26.04.2024 Place : Ghaziabad

Corporate Office: 18/41, Site IV, Industrial Area, Sahibabad, Ghaziabad (U.P) 201010 Ph: 0120-4199200