Mrugesh Trading Ltd. — Proxy Solicitation & Information Statement 2025

Mar 26, 2025

MRUGESH TRADING LIMITED

CIN: L74999MH1984PLC034746

Registered office: 252, Swantraveer Savarkar Rashtriya Smarak, Veer Savarkar Marg, next to Mayer Bungalow, Shivaji Park, Mumbai, Mumbai City, Maharashtra-400028, India Website: www.mrugeshtrading.in Mobile No: +91 70436 53947 Email: mrugeshtradinglimited@gmail.com

_________

Date: March 25, 2025

To,

The Corporate Relationship Department The Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001

Dear Sir/Madam,

SUB.: Submission of Notice of EGM REF: MRUGESH TRADING LIMITED (Scrip Code: 512065)

As per the Captioned Subject, we are hereby Submitting the Notice of the Extra-Ordinary General Meeting of the Company which will be held as on 18[th] April, 2025, Friday at 11:30 AM at the Registered office of the Company.

Kindly take the same on your record.

Thanking you,

For, Mrugesh Trading Limited

ARPIT Digitally signed by ARPIT PIYUSHBHAI PIYUSHBHAI SHAH Date: 2025.03.26 SHAH 19:27:26 +05'30'

……………………………………..

Arpit Piyushbhai Shah Managing Director DIN: 08311352

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-ordinary General Meeting of the members of M/s Mrugesh Trading Limited (“the Company”) will be held on Friday 18[th] April, 2025, at 11:30 A.M. IST at the registered office of the company situated at Office No. 252, Swantraveer Savarkar Rashtriya Smarak, Veer Savarkar Marg, next to Mayer Bungalow, Shivaji Park, Mumbai, Mumbai City, Maharashtra400028, India to transact the following business:

SPECIAL BUSINESS

Item No. 1

Reclassification of Authorized Equity Share Capital and Consequent Alteration of Memorandum of Association:

To consider and, if thought fit to pass, with or without modification(s) the following Resolution for reclassification of Authorized capital of company as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 13, 61, 64 and all other applicable provisions, if any of the Companies Act, 2013 read with rules made there under and the Articles of Association of the Company and applicable provisions of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 issued by the Securities Exchange Board of India(SEBI) and the other Rules, Regulations, Circular, Notifications, etc. issued there under, consent of the Shareholders of the Company be and is hereby accorded for reclassification of the Authorized Equity Share Capital by Sub-Division of 1 (one) Equity Share of face value of Rs. 10/- (ten) each fully paid up into 1 (one) Equity Shares of Rs. 1/- (one) each fully paid up, resulting in issuance 10 (ten) Equity Shares of Rs. 1/- (one) each fully paid up, thereby keeping the paid-up capital intact.

RESOLVED FURTHER THAT consequent upon the above stated re-classification, the existing Clause V of the Memorandum of Association of the Company be and hereby deleted and substituted by the following new Clause V:

• “V. The authorized share capital of the Company is Rs. 90,25,00,000/- (Rupees Ninety crores Twenty-Five Lakhs only) as follows:

• I. Rs. 90,25,00,000 (Rupees Ninety crores Twenty-Five Lakhs only) divided into 90,25,00,000 (Rupees Ninety crores Twenty-Five Lakhs only) Equity Shares of Rs. 1/- (Rupees One only) each.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized on behalf of the Company to do all such acts, deeds and things as may be required or considered necessary or incidental thereto.”

Item No. 2

Sub- Division of Share Capital into smaller amount.

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

“RESOLVED THAT pursuant to the provisions of section 13, 14, 61, 64 and all other applicable provisions, if any of the Companies Act, 2013 and the rules made thereunder including the statutory modification(s) or re-enactment(s) thereof for the time being in force and the relevant provisions of the Articles of Association of the Company and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by the Securities Exchange Board of India (SEBI) and the other Rules, Regulations, Circular, Notifications, etc. issued there under, consent of the Shareholders of the Company be and is hereby accorded to approve the subdivision of the nominal value of equity shares of the Company from the existing nominal value of Rs. 10 each to nominal value of Re. 1/- each, thereby keeping the paid equity share capital intact and consequently, the existing Clause V of the Memorandum of Association of the Company be and hereby deleted and substituted by the following new Clause V:

“V. The authorized share capital of the Company is Rs. 90,25,00,000/- (Rupees Ninety crores Twenty-Five Lakhs only) as follows:

• I. Rs. 90,25,00,000 (Rupees Ninety Crores Twenty-Five Lakhs only) divided into 90,25,00,000 (Ninety Crores Twenty-Five Lakhs only) Equity Shares of Rs. 1/- (Rupees One only) each.

RESOLVED FURTHER THAT pursuant to Sub-Division of the equity shares of the Company, nominal value of Rs. 10 (Rupees Ten only) of all the issued, subscribed and paid-up equity shares of the Company existing on the Record Date to be fixed by the Company shall stand sub-divided into equity shares of nominal value of Re. 1 (Rupee one only) each fully paid.

RESOLVED FURTHER THAT upon Sub-Division of equity shares, as aforesaid, the existing share certificate(s) in relation to the existing equity shares of the nominal value of Rs. 10/- (Rupees Ten only) each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the “Record Date” to be fixed by the Company and Company may without requiring the surrender of existing share certificate(s) directly issue and dispatch the new share certificate(s) of the Company, in lieu thereof, subject to the provisions of the Companies (Share Capital and Debentures) Rules, 2014 and in the case of members who hold the equity shares / opt to receive the sub-divided equity shares in dematerialized form, the subdivided equity shares of nominal value of Re. 1/- (Rupee one only) each shall be credited to the respective beneficiary account of the members with their respective depository participants and the Company shall undertake such Corporate Action(s) as may be necessary in relation to the existing equity shares of the Company.

RESOLVED FURTHER THAT upon the Sub-Division any existing convertible securities if any allotted at the face value of Rs. 10/- each will also be sub-divided into equity shares of nominal value of Re. 1 (Rupee one only) each fully paid at the time of conversion to equity.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized on behalf of the Company to do all such acts, deeds and things as may be required or considered necessary or incidental thereto.”

Item No. 3

To Removal & Replacement of Object clause of Memorandum of Association of the Company:

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

“RESOLVED THAT in accordance with the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such approvals as may be necessary or required, Clause III [A] of the Memorandum of Association of the Company relating to its Objects be and is hereby altered by removing subclause No. 2 & adding the following sub-clauses as new sub-clauses 2, 3 and 4 after the existing sub-clause 1 in Clause III [A]:

• Removal of the following Object Clause of the Company:

2. To carry on the business of financing industrial enterprises whether by way of making loans or advance to or subscribing to capital of private industrial Enterprises of India. The Company shall, however, not do Banking business as defined under Banking Regulation Act, 1949.

• Replace the same with the following object clauses of the company:

2. The company intends to conduct business in the manufacturing, design, production, and trading of gold, silver, diamonds, platinum, and other precious metals and gemstones. This encompasses the creation, sale, import, and export of jewelry, ornaments, and related items, whether in raw, semi-finished, or fully finished forms. The company will also engage in the wholesale, retail, and online trade of jewelry and gemstones, along with providing services for the setting, polishing, and enhancement of gemstones. Furthermore, the company may participate in any activities related to the purchase, sale, and trade of precious metals and stones, including offering bespoke jewelry design and repair services.

3. The company aims to engage in all activities related to agriculture, including the cultivation, growth, production, and management of various crops, fruits, vegetables, and herbs, as well as the development of plantations, forestry, and horticultural projects. The company will also be involved in contract farming, entering into agreements with farmers for the cultivation of specific crops under mutually agreed terms. Additionally, the company will operate as a producer, processor, importer, exporter, wholesaler, and retailer of agricultural commodities, including grains, spices, oils, vegetables, and other related products, while promoting sustainable agricultural practices and enhancing the productivity of farm operations.

4. The company intends to operate in the real estate sector, including activities related to the development, construction, acquisition, sale, leasing, renting, and management of residential, commercial, and industrial properties. This includes the acquisition, development, and redevelopment of land and buildings. The company will also be involved in the production, trade,

and distribution of construction materials and building products, such as cement, bricks, steel, tiles, and other essential materials for real estate and infrastructure projects. Additionally, the company may offer consultancy, project management, and other services related to real estate, construction, and property management. The company will also engage in financing, investment, and development of real estate projects, both within the country and internationally.

RESOLVED FURTHER THAT any one of the Director of the Company be and is hereby authorized to submit the necessary application(s) with Registrar of Companies and such other authorities as may be required and to do all such acts, deeds and things and deal with all such matters and take all such steps as may be necessary to give effect to this resolution.

Date: 25/03/2025 Place: Ahmedabad

By order of Board of Directors Mrugesh Trading Limited

Sd/-

ARPIT Digitally signed by Arpit Piyushbhai Shah ARPIT PIYUSHBHAI PIYUSHBHAI SHAH Managing Director Date: 2025.03.26 SHAH 19:28:06 +05'30' DIN: 08311352

NOTES

1. The relevant Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013, in respect of Special Business set out in item No. 1 to 3 is annexed hereto.

2. A member entitled to attend and vote at the Extra-ordinary General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate members intended to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.

4. Members/Proxy holders are requested to bring their copy of Attendance slip sent herewith duly filled-in for attending the Extra-ordinary General Meeting.

5. The Shareholders are requested to notify their change of address immediately to the Registrars & Transfer Agent M/s. Link Intime India Private Limited. The Company or its registrar will not act on any request received directly from the shareholder holding shares in electronic form for any change of bank particulars or bank mandate. Such changes are to be advised only to the Depository Participant by the Shareholders.

6. The Company has appointed M/s Dharti Patel & Associates, Company Secretary having a Membership No. F12801 and COP No. 19303 as a Scrutinizer for the Conduction the E Voting and Voting through Postal Ballot at the time of EGM to transact the Resolution. The Voting Result will be declared by the Company within 48 hours of Conclusion of EGM.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company.

8. Members intending to seek explanation /clarification about the Accounts at the Extraordinary General Meeting are requested to inform the Company at least a week in advance of their intention to do so, so that relevant information may be made available, if the Chairman permits such information to be furnished.

9. To promote green initiative, members are requested to register their e-mail addresses through their Depository Participants for sending the future communications by e-mail.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

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

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

• (i) The voting period begins on 15/04/2025 at 09:00 AM and ends on 17/04/2025 at 05:00 PM. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 11/04/2025 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 09.12.2020, 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’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

• (iv) 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.

• (v) 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.

• (vi) 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.

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 e-Voting is in progress as per the information provided by company. On clicking the e-Voting 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.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting 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 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 You can also login using the login credentials of your demat Shareholders (holding account through your Depository Participant registered with securities in demat NSDL/CDSL for e-Voting facility. After Successful login, you will be mode) login through able to see e-Voting option. Once you click on e-Voting option, you their Depository will be redirected to NSDL/CDSL Depository site after successful Participants (DP) authentication, wherein you can see e-Voting feature. 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.

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 Members facing any technical issue in login can securities in Demat mode with CDSL contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33 Individual Shareholders holding Members facing any technical issue in login can securities in Demat mode with NSDL 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.

• (vii) 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:	6) If you are a first-time user follow the steps given below:
	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 number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate 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 detailsfield.

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

• (ix) 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.

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

• (xi) Click on the EVSN for the relevant MRUGESH TRADING LIMITED on which you choose to vote.

• (xii) 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.

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

• (xiv) 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.

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

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

• (xvii) 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.

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

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

• 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 favor 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; kansalfiberltd@gmail.com, 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 (self-attested 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.

Date: 25/03/2025 Place: Ahmedabad

By order of Board of Directors Mrugesh Trading Limited

ARPIT Digitally signed by ARPIT PIYUSHBHAI PIYUSHBH SHAH Date: 2025.03.26 AI SHAH 19:28:35 +05'30'

Sd/Arpit Piyushbhai Shah Managing Director DIN: 08311352

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 (“the Act”)

As required under Section 102 of the Companies Act, 2013, set out all material facts relating to the business under Item;

ITEM NO. 1

Reclassification of Authorized Share Capital and Consequent Alteration of Memorandum of Association

The Present Authorized Share Capital of the Company is Rs. 90,25,00,000/- (Rupees Ninety Crores Twenty-Five Lakhs) divided into 9,02,50,000 (Nine Crores Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees ten only)

Accordingly, it is proposed to amend the Capital ‘Clause V’ of the Memorandum of Association and replace it with following new clause-

“V. The authorized share capital of the Company is Rs. 90,25,00,000/- (Rupees Ninety crores Twenty-Five Lakhs only) as follows:

• I. Rs. 90,25,00,000 (Rupees Ninety Crores Twenty-Five Lakhs only) divided into 90,25,00,000 (Ninety Crores Twenty-Five Lakhs only) Equity Shares of Rs. 1/- (Rupees One only) each.

The draft of revised Memorandum of Association of the Company, reflecting the said changes is available for inspection by the members at the Registered Office of the Company on all working days.

The consent of the members is sought for amending the Capital Clause –V of Memorandum of Association to re-classify the Share Capital through proposed Special Resolution.

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

The Board of Directors accordingly recommends passing of the proposed resolution in item no. 01 as Special Resolution.

ITEM NO. 2

Sub- Division of Share Capital into smaller amount.

The Equity Shares of your Company were listed and traded on the Bombay Stock Exchange (BSE) w.e.f. March 18, 1985. With a view to have more participation from the investors in the scrip and in order to increase the liquidity and make the equity shares of the Company more affordable to the small investors, the Board of Directors of the Company in its meeting held on March 24, 2025 has recommended Sub-Division of 1 (one) Equity Share of face value of Rs. 10/- (ten) each fully paid up into 1 (one) Equity Shares of Rs. 1/- (one) each fully paid up, resulting in issuance of 10 (ten) Equity Shares of Rs. 1/- (one) each fully paid up, thereby keeping the paid-up capital intact.

The resolution set out in Item No. 1 seeks to alter the capital clause of Memorandum of Association in order to re-classify the existing Authorized Share Capital of Rs. 90,25,00,000/(Rupees Ninety Crores Twenty-Five Lakhs Only) which includes 9,02,50,000 (Nine Crores Two Lakhs Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees ten only) each aggregating amount of Rs. 90,25,00,000/- (Rupees Ninety Crores Twenty-Five Lakhs Only) among this equity shares be and is hereby reclassified into 90,25,00,000 (Rupees Ninety Crores Twenty-Five Lakhs Only) Equity Shares of Re. 1/- (Rupee One only) each aggregating to Rs. 90,25,00,000(Rupees Ninety Crores Twenty-Five Lakhs only).

The Company has allotted 7,20,00,000 (Rupees Seven Crores Twenty Lakhs Only) Convertible warrants at the face value of Rs. 10/- each, however, upon the said sub division at the time of conversion, said warrants in to equity, there will be 72,00,00,000 (Rupees Seventy-Two Crores Only) Equity shares at the rate of Re. 1/- will be allotted.

The consent of the members is sought for sub-division of equity shares of the Company into smaller denomination and consequently to amend the Memorandum of Association through proposed Special Resolution.

The Record Date for the aforesaid sub-division of the Equity Shares will be fixed after approval of the Members is obtained.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the Resolution except to the extent of their shareholding.

The Board of Directors accordingly recommends passing of the proposed resolution in item no. 02 as Special Resolutions.

ITEM NO. 3

To Removal & Replacement of the Object Clause in the memorandum of association of the company:

The object clause of the company is stated in clause III of Memorandum of Association as below:

1. To carry on the business of dealers, importers, exporters, commission agents or otherwise of cotton, jute, cotton goods, jute goods, textiles, yarna, synthetic goods, fibrous materials, mill stores, coal, chemicals, paper, engineering goods, and cast-iron items and agricultural implements and other machinery.

2. To carry on the business of financing industrial enterprises whether by way of making loans or advance to or subscribing to capital of private industrial Enterprises of India. The Company shall, however, not do Banking business as defined under Banking Regulation Act, 1949.

The Board of Directors of the Company has decided to diversify and expand its business activities. To reflect this expansion, it has proposed to remove one new object clause & replace the same with three new object clauses to the Memorandum of Association (MoA) of the Company.

The proposed new additional object clause will allow the Company to undertake business activities in agriculture, jewelry business & real estate, which will enable the Company to pursue new business opportunities, enhance growth prospects, and strengthen its market position.

The addition of this new object clause is essential to ensure that the Company has the legal framework to carry out these new activities. The existing Memorandum of Association does not provide for such activities, and therefore, the addition of this new object clause is required for the Company to lawfully engage in the proposed business.

The new additional object clause will be as follows:

2. The company intends to conduct business in the manufacturing, design, production, and trading of gold, silver, diamonds, platinum, and other precious metals and gemstones. This encompasses the creation, sale, import, and export of jewelry, ornaments, and related items, whether in raw, semifinished, or fully finished forms. The company will also engage in the wholesale, retail, and online trade of jewelry and gemstones, along with providing services for the setting, polishing, and enhancement of gemstones. Furthermore, the company may participate in any activities related to the purchase, sale, and trade of precious metals and stones, including offering bespoke jewelry design and repair services.

3. The company aims to engage in all activities related to agriculture, including the cultivation, growth, production, and management of various crops, fruits, vegetables, and herbs, as well as the development of plantations, forestry, and horticultural projects. The company will also be involved in contract farming, entering into agreements with farmers for the cultivation of specific crops under mutually agreed terms. Additionally, the company will operate as a producer, processor, importer, exporter, wholesaler, and retailer of agricultural commodities, including grains, spices, oils, vegetables, and other related products, while promoting sustainable agricultural practices and enhancing the productivity of farm operations.

4. The company intends to operate in the real estate sector, including activities related to the development, construction, acquisition, sale, leasing, renting, and management of residential, commercial, and industrial properties. This includes the acquisition, development, and redevelopment of land and buildings. The company will also be involved in the production, trade, and distribution of construction materials and building products, such as cement, bricks, steel, tiles, and other essential materials for real estate and infrastructure projects. Additionally, the company may offer consultancy, project management, and other services related to real estate, construction, and property management. The company will also engage in financing, investment, and development of real estate projects, both within the country and internationally.

In terms of the provisions of Section 13 of the Companies Act, 2013, any addition to the object clause of the Memorandum of Association requires the approval of the shareholders by way of a special resolution. Upon approval, the Company will file the necessary forms with the Registrar of Companies to give effect to this addition as per the provisions of the Act with such modifications as may be advised by the ROC.

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.

The Board commends the Special Resolution set out at Item No. 3 of the Notice for approval by

the Members.

Date: 25/03/2025 Place: Ahmedabad

By order of Board of Directors Mrugesh Trading Limited

Sd/- ARPIT Digitally signed by ARPIT PIYUSHBHAI Arpit Piyushbhai Shah PIYUSHBH SHAH Managing Director Date: 2025.03.26 AI SHAH 19:29:13 +05'30' DIN: 08311352

ROUTE MAP TO VENUE OF EGM

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Mrugesh Trading Limited 252, Swantraveer Savarkar Rashtriya Smarak, Veer Savarkar Marg, next to Mayer Bungalow, Shivaji Park, Mumbai City, Maharashtra-400028, India

FORM MGT-11 PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)]

Name of Member(s) Registered Address

E-mail id Folio No. DP Id Client Id

I / We, being the Member(s) holding _______ shares of Mrugesh Trading Limited, hereby appoint:

Name

Address

Email Id Signature or failing him / her,

Name Address

Email Id Signature or failing him / her,

as my / our proxy to attend and vote (on a poll) for me/us and on my / our behalf at the EXTRAORDINARY GENERAL MEETING of the Company to be held on 18[th] April, 2025 at 11.30 A.M (IST) at the Registered Office: 252, Swantraveer Savarkar Rashtriya Smarak, Veer Savarkar Marg, next to Mayer Bungalow, Shivaji Park, Mumbai, Mumbai City, Maharashtra-400028, India and at any adjournment(s) thereof in respect of such resolutions as are indicated below:

Special business:

1. Reclassification of Authorized Equity Share Capital and Consequent Alteration of Memorandum of Association.

Affix Re. 1 Revenue Stamp

1. Sub- Division of Share Capital into smaller amount.

2. To Removal & Replacement in Object clause of Memorandum of Association of the Company by addition in object clause

Signed this _ day of __2025 Signature of Shareholder: Signature of Proxy holder(s):

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

MGT-12 ATTENDANCE FORM/ BALLOT FORM

(TO BE USED BY SHAREHOLDERS PERSONALLY PRESENT/THROUGH PROXY AT THE MEETING AND HAVE NOT OPTED FOR E-VOTING)

Name & Registered Address : of the Sole / First Named : Member : Name of the joint holders : Registered Folio No / : DP ID No. / Client ID No : Number of Shares held :

I / We hereby exercise my / our vote in respect of the following resolutions to be passed for the business stated in the Notice of the Extra-ordinary General Meeting of Mrugesh Trading Limited on 18[th] April, 2025 at 11.30 A.M (IST) by conveying my / our assent or dissent to the resolutions by placing tick (√) mark in the appropriate box below:

Sr. No.	Resolutions	No. of Shares	I / We assent to the Resolution (FOR)	I / We dissent to the Resolution (AGAINST)
	Special Business
1.	Reclassification of Authorized Equity Share Capital and Consequent Alteration of Memorandum of Association
2.	Sub-Division of Share Capital into smaller amount.
3.	To Removal & Replacement in Object clause of Memorandum of Association of the Company by addition inobject clause

Place:

Date:

……………………………………… (Signature of the Shareholder/Proxy)

Note:

This Form is to be used for exercising attendance/ voting at the time of Extra-ordinary General Meeting of Mrugesh Trading Limited to be held on 18[th] April, 2025 by shareholders/proxy. Duly filled in and signed ballot form should be dropped in the Ballot box kept at the venue of EGM.