Man Industries (India) Ltd — Proxy Solicitation & Information Statement 2024

Nov 25, 2024

==> picture [452 x 50] intentionally omitted <==

November 25, 2024

To, BSE Limited 1[st] Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

To,

National Stock Exchange of India Ltd. Exchange Plaza, 5[th] Floor, Plot No. C/1, G block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Scrip Code: 513269

Scrip ID: MANINDS

Dear Sir/Madam,

Sub: Notice of Extra-Ordinary General Meeting

We wish to inform you that the Extra-Ordinary General Meeting (“EGM”) of Man Industries (India) Limited is scheduled to be held on Wednesday, December 18, 2024 at 3:00 P.M. (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) to transact the business set out in the Notice of the EGM dated November 21, 2024.

The cut-off date for determining the Shareholders eligible for Remote e-Voting and Voting during the EGM is Wednesday, December 11, 2024.

The Notice of EGM is enclosed herewith.

This is for your kind information and records.

Thanking you,

Yours faithfully,

For Man Industries (India) Limited

RAHUL RAWAT Digitally signed by RAHUL RAWAT DN: c=IN, o=PERSONAL, title=1622, pseudonym=637249c1b2bc4a5ca6d072b5e7544a1b, 2.5.4.20=216e92f8d2ebdcd9153c260b05914c88a0946cd6e2afadfd628cada290dd9c0a, postalCode=401101, st=Maharashtra, serialNumber=f23f71ba0358ce2aab8902b830555590e402426abdf21f834347a7b85dd4fccc, cn=RAHUL RAWAT Date: 2024.11.25 17:43:39 +05'30' Rahul Rawat Company Secretary

Encl: As above

==> picture [452 x 63] intentionally omitted <==

==> picture [148 x 57] intentionally omitted <==

MAN INDUSTRIES (INDIA) LIMITED

CIN No: L99999MH1988PLC047408

Registered Office : Man House, 101, S.V. Road, Opp. Pawan Hans Vile Parle (West), Mumbai – 400 056. Tel. : (022) 6647 7500; Email : cs@maninds.org; Website : www.mangroup.com

NOTICE

Notice is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the Members of Man Industries (India) Limited (the “Company”) will be held on, Wednesday, 18[th] December, 2024 at 3:00 p.m. through video conferencing (“VC”)/ Other Audio-Visual Means (OAVM) to transact the following businesses:

Special Business:

1. TO CONSIDER AND APPROVE THE SALE OF ASSETS BY MERINO SHELTERS PRIVATE LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY

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 applicable provisions of the Companies Act, 2013, and the relevant rules made thereunder, and pursuant to Regulation 24 and any other applicable provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force), the Memorandum and Articles of Association of the Company and subject to other requisite approvals to the extent necessary as may be required, the consent of the Members of the Company, be and is hereby accorded, to sell the Assets owned by Merino Shelters Private Limited, a wholly owned subsidiary of the Company to any third party or entity at a fair market value (“ FMV ”) as may be agreed between the parties, on such terms and conditions, as may be approved by the Board.

RESOLVED FURTHER THAT for the purpose of implementation of this resolution, the Board or an Evaluation Committee (including 2 Non-Executive Independent Directors), be and is hereby authorized to do all such acts, deeds, matter and things, including but not limited to decide the time, mode, manner, extent of tranches, if required and other terms and conditions of the sale of the assets as aforesaid, negotiating and finalizing the terms of sale/ offer for sale as may be considered necessary, desirable and expedient to be agreed, and to take all necessary steps for and on behalf of the Company and to settle all questions or queries that may arise in the course of implementing this resolution.”

Place: Mumbai Date: 21[st] November, 2024

By Order of the Board of Directors

Regd. Office: ‘MAN HOUSE’ 101, S.V. Road, Opp. Pawan Hans, Vile Parle (West), Mumbai - 400 056.

Sd/Rahul Rawat Company Secretary

Page 1 of 12

NOTES:

1. The Ministry of Corporate Affairs (‘MCA’), inter alia, vide its General Circular No(s). 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020 and subsequent circulars issued in this regard, the latest being General Circular No. 09/2024 dated 19[th] September, 2024, (collectively referred to as “MCA Circulars” ), has permitted the holding of the AGM through Video Conferencing ('VC') or through Other Audio-Visual Means ('OAVM'), without the physical presence of the Members at a common venue.

Further, towards this, the Securities and Exchange Board of India ('SEBI'), vide its Circular(s) dated 12[th] May, 2020, 15[th] January, 2021, 13[th] May, 2022, 5[th] January, 2023, 6[th] October, 2023, and 7[th] October, 2023 ( collectively referred to as “SEBI Circulars”) and other applicable circulars issued in this regard from time to time, has provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, MCA Circulars and SEBI Circulars, the EGM of the Company will be held through VC/OAVM on Wednesday, 18[th] December, 2024 at 3:00 p.m. (IST). The proceedings of the EGM will be deemed to be conducted at the Registered Office of the Company situated at Man House, 101, S.V. Road, Opp. Pawan Hans Vile Parle (West), Mumbai – 400 056.

1. PURSUANT TO THE PROVISIONS OF THE ACT, A 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. SINCE THIS EGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC OR OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS EGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF EGM ARE NOT ANNEXED TO THIS NOTICE.

2. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the EGM through VC/OAVM facility. Corporate Members/ Institutional Investors (i.e. other than individuals, HUFs, NRIs etc.) who are intending to appoint their authorized representatives pursuant to Sections 112 and 113 of the Act, as the case may be, to attend the EGM through VC or OAVM or to vote through Remote e-Voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by e-mail cs@mayankarora.co.in with a copy marked to helpdesk.evoting@cdslindia.com and cs@maninds.org, not later than 48 hours before the scheduled time of the commencement of the Meeting. Corporate Members/ Institutional shareholders (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/ Power of Attorney/Authority Letter etc. by clicking on the “Upload Board Resolution/Authority Letter” displayed under the “e-Voting” tab in their login.

3. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. The Explanatory Statement according to Section 102 of the Act setting out material facts concerning the business under Item No.1 of the Notice is annexed hereto.

5. The Members can join the EGM in the VC/OAVM mode 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Pursuant to Regulation 44(6) of the SEBI Listing Regulations, the Company is also providing a live webcast of the proceedings of the EGM. The facility of participation at the EGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors etc. who are allowed to attend the EGM, without restriction on account of a first come first served basis.

Page 2 of 12

1. The Notice convening the EGM has been uploaded on the website of the Company at www.mangroup.com and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The EGM Notice is also available on the website of CDSL at www.evotingindia.com

2. In terms of Regulation 40(1) of the 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. Further, SEBI had fixed 31[st] March, 2021, as the cut-off date for the re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in dematerialized mode. The requests for effecting transfer/transmission/transposition of securities shall not be processed unless the securities are held in the dematerialized form. Transfers of equity shares in electronic form are affected through the depositories with no involvement of the Company. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s Registrar and Transfer Agent, Link Intime India Private Limited (“Registrar” or “RTA”) at rnt.helpdesk@linkintime.co.in for assistance in this regard.

3. Members are requested to intimate changes, if any, about their name, postal address, e-mail address, telephone/mobile numbers, PAN, power of attorney registration, Bank Mandate details, etc. to their Depository Participant (“DP”) in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form, in prescribed Form No. ISR-1, quoting their folio number and enclosing the self-attested supporting document. Further, Members may note that SEBI has mandated the submission of PAN by every participant in the securities market.

4. As per the provisions of Section 72 of the Act, the facility for making a nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nominations are requested to register the same by submitting Form No. SH-13. If a member desires to cancel the earlier nomination and record a fresh nomination, he may submit the same in Form No. SH-14. Members who are either not desiring to register for Nomination or would want to opt-out, are requested to fill out and submit Form No. ISR-3. The said forms can be downloaded from the RTA’s website at www.linkintime.co.in. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA in case the shares are held in physical form, quoting their folio no.

5. The format of the Register of Members prescribed by the MCA under the Act requires the Company/ Registrars and Share Transfer Agents to record additional details of Members, including their PAN details, e- mail address, bank details for payment of dividends, etc. Form No. ISR-1 for capturing additional details is available on the Company’s website. Members holding shares in physical form are requested to submit the filledin Form No. ISR-1 to the RTA in physical mode. Members holding shares in electronic form are requested to submit the details to their respective DP only and not to the Company or RTA.

6. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates and self-attested copies of the PAN card of the holders for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making the requisite changes. The consolidation will be processed in demat form.

7. During the EGM, Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. Members desiring inspection of statutory registers and other relevant documents related to above mentioned resolution such as valuation report may take the same till Wednesday, 11[th] December, 2024 (up to 5:00 p.m.) by sending their request in writing to the Company at cs@maninds.org.

8. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

Page 3 of 12

1. According to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations (as amended), and the MCA Circulars, the Company is providing the 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 CDSL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using a Remote e-Voting system as well as e-Voting during the EGM will be provided by CDSL.

2. Members of the Company holding shares either in physical form or in electronic form as of the cut-off date of Wednesday, 11[th] December, 2024 (cut-off date not earlier than 7 days before the EGM), may cast their vote by Remote e-Voting. The Remote e-Voting period commences on Sunday, 15[th] December, 2024, at 9:00 a.m. (IST) and ends on Tuesday, 17[th] December, 2024, at 5:00 p.m. (IST). The Remote e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through Remote e-Voting before the EGM and e-Voting during the EGM) shall be in proportion to their share of the paid-up equity share capital of the Company as of the cut-off date of Wednesday, 11[th] December, 2024. Subject to receipt of the requisite number of votes, the resolutions passed by Remote e-Voting are deemed to have been passed as if they have been passed at the EGM i.e., Wednesday, 18[th] December, 2024. The Notice of the EGM indicating the instructions for the Remote e-Voting process can be downloaded from the CDSL’s website www.evotingindia.com or the Company’s website www.mangroup.com

3. Members will be provided with the facility for voting through an electronic voting system during the video conferencing proceedings at the EGM and Members participating at the EGM, who have not already cast their vote by Remote e-Voting, will be eligible to exercise their right to vote during such proceedings of the EGM. Members who have cast their vote by Remote e-Voting prior to the EGM will also be eligible to participate at the EGM but shall not be entitled to cast their vote again on such resolutions for which the member has already cast the vote through Remote e-Voting.

4. A person whose name is recorded in the Register of Members or the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Wednesday, 11[th] December, 2024, shall be entitled to avail of the facility of Remote e-Voting before the EGM as well as e-Voting during the EGM. Any person holding shares in physical form and non-individual shareholders, who acquire shares of the Company and becomes a Member of the Company after the dispatch of this Notice and holding shares as on the cut-off date, i.e. Friday, 15[th] November, 2024, may obtain the User ID and password by sending a request at helpdesk.evoting@cdslindia.com.

5. The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of e-Voting system for all those Members who are present during the EGM through VC/OAVM but have not cast their votes by availing the Remote e-Voting facility. The e-Voting module during the EGM shall be disabled by CDSL for voting 15 minutes after the conclusion of the Meeting.

6. Mr. Mayank Arora, Partner of M/s. Mayank Arora & Co., Company Secretaries (Membership No. FCS 10378 & CP No. 13609) has been appointed as the Scrutinizer by the Board for providing a facility to the Members of the Company to scrutinize the Remote e-Voting process before the EGM as well as e-Voting during the EGM in a fair and transparent manner.

7. The Scrutinizer will submit his report to the Chairman, or any other person authorized by the Chairman after the completion of the scrutiny of the e-Voting (votes cast during the EGM and votes cast through Remote e- Voting), not later than 2 working days from the conclusion of the EGM. The result declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchanges on which the Company’s shares are listed, CDSL and RTA, and will also be displayed on the Company’s website at www.mangroup.com.

8. Members are encouraged to submit their questions in advance in respect of the matter to be placed at the EGM, from their registered email address, mentioning their name, DP ID and Client ID number /folio number, and mobile number, to reach the Company’s email address at cs@maninds.org before 5.00 p.m. (IST) on 11[th] December, 2024. Queries that remain unanswered at the EGM will be appropriately responded to by the Company at the earliest, post the conclusion of the EGM.

Page 4 of 12

1. Members who would like to express their views/ ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered email address mentioning their names, DP ID and Client ID/folio number, PAN, and mobile number at cs@maninds.org by Wednesday, 11[th] December, 2024 (5:00 p.m. IST). Only those Members who have pre-registered themselves as a speaker on the dedicated email id cs@maninds.org will be allowed to express their views/ask questions during the EGM. When a pre-registered speaker is invited to speak at the meeting, but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the EGM.

24. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING, VOTING DURING THE MEETING, AND JOINING THE ANNUAL GENERAL MEETING ARE AS UNDER:

The Remote e-Voting period begins on Sunday, 15[th] December, 2024, at 9:00 a.m. (IST) and ends on Tuesday, 17[th] December, 2024, at 5:00 p.m. (IST). The Remote e-Voting module shall be disabled by CDSL 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. Wednesday, 11[th] December, 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 of the cut-off date Wednesday, 11[th] December, 2024.

Remote e-Voting instructions for shareholders:

• (i) The voting period begins on Sunday, 15[th] December, 2024 to Tuesday, 17[th] December, 2024. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Wednesday, 11[th] December, 2024 may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide Remote e- Voting facility to its shareholders, in respect of all shareholders’ resolution. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-Voting Service Providers (ESPs) providing e-Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Page 5 of 12

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1. If you are already registered for NSDL 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 company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 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 at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’section. A new screen will open. You will have to

Page 6 of 12

enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual
Shareholders	You can also login using the login credentials of your demat account through your
(holding	Depository Participant registered with NSDL/CDSL for e-Voting facility. After
securities in	Successful login, you will be able to see e-Voting option. Once you click on e-Voting
demat mode)	option, you will be redirected to NSDL/CDSL Depository site after successful
login through	authentication, wherein you can see e-Voting feature. Click on company name or e-
theirDepository	Voting service provider name and you will be redirected to e-Voting service provider
Participants	website for casting your vote during the remote e-Voting period.
(DP)

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., CDSL and NSDL

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

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

Page 7 of 12

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence numbersent by Company/RTAorcontact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Page 8 of 12

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@maninds.org, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

OTHER INFORMATION RELATED TO E-VOTING:

a. A person, whose name is recorded in the register of members or in the register of beneficial owners of the Company, as on the cut-off date i.e. Wednesday, 11[th] December, 2024 only shall be entitled to avail the facility of e-Voting, either through Remote e-Voting and Voting at the EGM. A person who is not a member as on the cut-off date should treat this notice for information purposes only.

b. Members who have cast their vote by Remote e-Voting prior to the EGM will be entitled to attend the EGM and their presence shall be counted for the purpose of quorum. However, they shall not be entitled to cast their vote again. In case a member casts his vote by more than one mode of voting including Remote e-Voting, then voting done through Remote e-Voting shall prevail and other shall be treated as invalid.

c. Voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Wednesday, 11[th] December, 2024.

d. Any person who acquires shares in the Company and becomes a Member of the Company after dispatch of the notice and holds shares as of the cut-off date may follow the procedure for Remote e-Voting as enumerated in detail hereinabove. They may also refer to the FAQs and e-Voting manual available at www.evotingindia.com or write an e-mail to helpdesk.evoting@cdslindia.com or cs@maninds.org.

Page 9 of 12

e. Every client ID no./folio no. will have one vote, irrespective of the number of joint holders. However, in case the joint holders wish to attend the meeting, the joint holder whose name is First/higher in the order of names among the joint holders, will be entitled to vote at the EGM.

f. The members may also update their mobile number and e-mail ID in the user profile details of their respective client ID no./folio no., which may be used for sending future communication(s).

GENERAL INSTRUCTIONS

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

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

iii. 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.

iv. At the EGM, the Chairperson shall, at the end of discussion on the resolutions on which voting is to be held, allow e-Voting at the EGM.

v. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, not later than 2 working days of the conclusion of the EGM, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

vi. The results along with the consolidated Scrutinizer’s Report shall be declared by means of:

(a) dissemination on the website of the Company i.e. www.mangroup.com and website of CDSL i.e. www.evotingindia.com and

(b) communication to BSE Limited and National Stock Exchange of India Limited, thereby enabling them to disseminate the same on their respective websites.

Place: Mumbai By Order of the Board of Directors Date: 21[st] November, 2024

Regd. Office: Sd/‘MAN HOUSE’ Rahul Rawat 101, S.V. Road, Opp. Pawan Hans, Company Secretary Vile Parle (West), Mumbai - 400 056.

Page 10 of 12

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

Item No. 1:

SALE OF ASSETS BY MERINO SHELTERS PRIVATE LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY

The Board of Directors of the Company, in its meeting held on 21[st] November, 2024, subject to the approval of the Members of the Company and such other approvals as may be required, approved the proposal for Sale of Assets of Merino Shelters Private Limited, a wholly owned subsidiary company.

As per Regulation 24 (6) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provides that no company shall sell, dispose of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate basis during a financial year without passing a Special Resolution in its General Meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a Court / Tribunal or under a resolution plan duly approved under Section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.

Details of the proposed transactions are as follows:

Details of summary of information
The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division or undertaking or subsidiary or associate company of the listed entity during the last financial year;	Income for the financial year 2023-24 is Rs.3.92 Lakhs. Net worth as on 31.03.2024 is Rs. 20,275.66 Lakhs.
Nature, material terms, monetary value and particulars of contracts or arrangement	As mentioned in the proposed resolution.
Details of Assets	Real Estate Project situated on all that piece and parcel of land bearing Plot No. D-223/A admeasuring 4100 sq. meters, D-223/C admeasuring 7515.60 sq. meters and D-223/D admeasuring 11473.40 sq. meters aggregating to an area of 23,089 square meters in the Trans Thane creek Industrial Area of Navi Mumbai Municipal Corporation, Thane, Maharashtra.
Value of Proposed Transaction	At a rate higher of the below mentioned rate / value: 1. Ready Reckoner rate as prescribed by the Govt. of Maharashtra for that area or 2. Fair Market Value (Determined by a Registered Valuer).
The expected date of completion of sale/disposal;	within 3 (three) months from the date of this Notice.
Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/group companies. If yes, details thereof;	The buyer/s have not been finalised yet and as and when the same is finalised, the same will be intimated to the stock exchanges.
Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	Not Applicable.
Whether the sale, lease or disposal of the undertaking is outside Scheme of Arrangement? If yes, details of the same including compliance with regulation 37A of LODR Regulations.	Not Applicable.
Any other informationthatmay berelevant	-

Page 11 of 12

Hence, the consent of the Members is being sought for the sale of assets of the Subsidiary Company.

The Company is in the process of identifying buyers for the above-mentioned assets and it will be sold at a rate higher of the rates/values determined as per Ready Reckoner rate as prescribed by the Govt. of Maharashtra for that area or Fair Market Value (Determined by a Registered Valuer). The transaction is subject to receipt of requisite approvals including approval of the shareholders of the Company and such other approvals, consents, permissions and sanctions as may be necessary. Subject to all terms and conditions being satisfied, the transaction is expected to be completed within 3 (three) months from the date of this Notice.

The Board of Directors of your Company recommends the same to the shareholders for passing of a Special Resolution.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Notice except to the extent of their shareholding in the Company.

Place: Mumbai By Order of the Board of Directors Date: 21[st] November, 2024

Regd. Office: ‘MAN HOUSE’ 101, S.V. Road, Opp. Pawan Hans, Vile Parle (West), Mumbai - 400 056.

Sd/Rahul Rawat Company Secretary

Page 12 of 12