Osia Hyper Retail Limited — Proxy Solicitation & Information Statement 2023

Jan 27, 2023

ARCHNA Digitally signed by ARCHNA NAGRANI NAGRANI Date: 2023.01.27 13:27:53 +05'30'

CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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POSTAL BALLOT NOTICE [Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 22(1) of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given that, Pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time) (“the rules”) Secretarial Standard-2 on General Meeting (the “SS-2”), and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other applicable laws and regulations, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”). Notice is hereby given that the resolution appended to this notice is proposed to be passed by the members as Special Resolution by means of Postal ballot through remote electronic voting (remote e-voting). Proposed resolution, along with explanatory statement pertaining to the said resolution, pursuant to section 102(1) of the Companies Act, 2013 read with applicable regulations of SEBI (ICDR) Regulations 2018 setting out the information and material facts, is appended herewith for your consideration

In terms of the circulars issued by the Ministry of Corporate Affairs, Government of India (the “MCA”) vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and Circular No. No. 20/2021 dated December 08, 2021 (the “MCA Circulars”) read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, issued by SEBI and in view of the continuing COVID-19 pandemic requiring social distancing, companies were advised to take all decisions requiring members’ approval, other than items of ordinary businesses or businesses where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.

This Postal Ballot is accordingly being initiated in compliance with the MCA and SEBI Circulars. Further, as provided in the said MCA and SEBI Circulars, hard copy of Postal Ballot Notice, Postal Ballot Forms and pre-paid business envelope, will not be sent to the shareholders for this Postal Ballot. The Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system

The Board of Directors of the Company proposes to obtain the consent of the shareholders by way of Postal Ballot for the matters as considered in the Resolution appended below. Proposed resolution, along with explanatory statement pertaining to the said resolution, pursuant to Section 102(1) of the Companies Act, 2013, setting out the information and material facts, is appended herewith for your consideration.

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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In light of the MCA Circulars, for remote e-voting for this postal ballot, the shareholders whether holding equity shares in demat form or physical form and who have not submitted their email addresses and in consequence to whom the remote evoting notice could not be serviced, may temporarily get their e-mail addresses registered with the Company by email through their registered email address to cs2013.ohrl@gmail.com, providing requisite details like Name of Shareholder, PAN No., DP/Client ID, folio no. and certificate no (in case of physical shareholding). Member who does not receive the Postal Ballot Notice may send an e-mail to cs2013.ohrl@gmail.com and obtain a copy of Postal Ballot Notice.

The Company has engaged the services of National Security Depository Limited (NSDL) to provide remote e-voting facility to the Members of the Company. Shareholders are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e-voting only. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting their votes through NSDL e-Voting system.

The remote e-voting facility is available at the link: www.evoting.nsdl.com from Saturday, January 28, 2023 (09:00 A.M.) and will end on Sunday, February 26, 2023 (05:00 P.M.). Please refer to the instructions for casting votes by remote e-voting at the end of this Notice for the purpose and the manner in which e-voting has to be carried out. Only members entitled to vote (Refer to Point 8 of the Notes attached with this notice) are entitled to vote through the remote e-voting facility provided the Company through NSDL

The Explanatory Statement pertaining to the resolution proposed in this notice setting out all material facts and reasons thereof along with Postal Ballot Form is annexed herewith.

Pursuant to rule 22(5) of the Rules, the Board of Directors of the Company (the “Board”), has appointed Mr. Abhishek Prakashchand Chhajed, partner of SCS AND Co. LLP (LLPIN: AAV1091) Company Secretary in Practice (Firm Unique Code: L2020GJ008700) as Scrutinizer for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman or any other person authorized by him after completion of the scrutiny of Postal Ballots and e-voting on or before 5.00 p.m. on or before 28[th ] February 2023 at the Registered Office of the company at Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat Gandhinagar Highway, Motera, Ahmedabad, Gujarat-380005, India. The said results will also be displayed at the notice board of the Registered Office of the Company, intimated to the NSE Ltd. (NSE) where the Company's Shares are listed, and displayed on the website of the Company i.e. www.osiahypermart.com.

By Order of the Board of Directors For, OSIA HYPER RETAIL LIMITED

SD/ARCHNA NAGRANI DIN: 02545015 DIRECTOR Place: Ahmedabad Date: January 27, 2023

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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ITEM OF BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT:

SPECIAL BUSINESSES:

RESOLUTION 1:

SUB-DIVISION/SPLIT OF FACE VALUE OF 1 EQUITY SHARE OF THE FACE VALUE OF RS. 10/- PER SHARE INTO 1 EQUITY SHARES OF FACE VALUE OF RE. 1 /- PER SHARE:

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(1)(d) read with Section 64 and other applicable provisions, if any, of the Companies Act 2013 and the allied Rules framed (including any statutory modification(s)or re-enactment thereof, for the time being in force) read with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable laws, rules and regulations for the time being in force, if any, prescribed by any relevant authorities from time to time, to the extent applicable, and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary from the concerned authorities or bodies, approval of the members be and is hereby accorded, for sub-dividing/splitting the Face Value of Equity Shares of the Company, such that Equity Shares share having nominal/face value of Rs. 10/- (Rupees Ten Only) be subdivided into 1 (one) Equity Shares having nominal/face value of Re. 1/- (Rupee One Only) each fully paid-up and the relevant Capital Clause V of the Memorandum of the Company be and is hereby accordingly altered.”

RESOLVED FURTHER THAT pursuant to the Sub-division/split of the face value of Equity Shares of the Company, all the Authorized, Issued, Subscribed and Paid-up Equity Shares of nominal/face value of Rs. 10/- (Rupees Ten Only) each existing on the Record date to be fixed by the Board of Directors of the Company (which shall include any Committee thereof), shall stand sub-divided into 1 (one) Equity Shares of nominal/face value of Re. 1/- (Rupee One Only) each fully paid up, as given below:

Type of **Capital **	Pre-Split Capital Structure	Pre-Split Capital Structure	Pre-Split Capital Structure	Post-Split Capital Structure	Post-Split Capital Structure	Post-Split Capital Structure
	No. of Equity shares	Face Value (Rs.)	Total Share Capital (Rs.)	No. of Equity shares	Face Value (Rs.)	Total Share Capital (Rs.)
Authorised Share Capital	12000000	10	120000000	120000000	1	120000000
Issued, Paid- up and Subscribed capital	10312390	10	103123900	103123900	1	103123900

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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RESOLVED FURTHER THAT on sub-division/split, Equity Shares of face value of Re. 1/- each subject to the terms of the Memorandum and Articles of Association of the Company, shall rank pari passu in all respects with the existing fully paid Equity Share of Rs. 10 /- each of the Company.

RESOLVED FURTHER THAT upon sub-division/split of face value of the equity shares, as aforesaid, the existing shares certificate(s) in relation to the existing equity shares of the face value of Rs. 10/- 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 the Company may without requiring surrender of the existing share certificate(s) directly issue and dispatch the new share certificate(s) of the Company, in lieu thereof, subject to the provisions of 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 sub-divided equity shares of nominal/face value of Re.1/- each shall be credited to the respective beneficiary accounts 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 for the purpose of giving effect to this Resolution, the Board of Directors of the Company or any Committee thereof be and is hereby authorized to do all such acts, deeds, matters and things and give from time to time such directions as may be necessary, expedient, usual or proper and to settle any question or doubts that may arise in this regard at any stage at the time of subdivision/split of the face value of equity Shares thereon without requiring the Board of Directors or any Committee thereof to secure any further consent or approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto and for matters connected herewith or incidental hereto expressly by the authority of this resolution, or as the Board of Directors or any Committee thereof in its absolute discretion may think fit and its decision shall be final and binding on all members and other interested persons and to do all acts connected herewith or incidental hereto including but not limited to delegation of their powers to such person or persons as may be deemed expedient and the members hereby ratify and adopt all such decision, action, etc. as had been taken or undertaken by the Board of Directors or any Committee thereof in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorized to: (a) delegate execution and filing of necessary applications, declarations, and other documents with stock exchanges, depositories, Registrar and Transfer Agents and/or any other statutory authority(ies), if any; (b) cancel the existing physical share certificates; (c) settle any question or difficulty that may arise with regard to the sub-division/split of the face value of the equity Shares as aforesaid or for any matters connected herewith or incidental hereto; and (d) do all such acts, deeds, things, including all other matters incidental thereto in order to implement the foregoing resolution.”

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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RESOLUTION 2:

ALTERATION OF THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION:

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 and the allied rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the approval of the members be and is hereby accorded, Clause V of the Memorandum of Association of the Company be and is hereby amended and substituted by the following new Clause V:

V. The Authorized Share Capital of the Company shall be Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 12,00,00,000 (Twelve Crores) equity shares of Re. 1 /- (Rupee One Only) each, with power to increase, modify and reduce the Capital of the Company and to divide the share in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may determine under the provisions of the Companies Act, 2013 or any other applicable Act(s), Rule(s) and Regulation(s).

RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and is hereby severally authorized to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Memorandum of Association and further to do all such acts, deeds, matters and things as may be deemed necessary including but not limited to delegate all or any of the powers herein vested in them to any person or persons, as deemed expedient to give effect to this resolution and the members hereby ratify and adopt all such decision, action, etc. as had been taken or undertaken by the Board of Directors or any Committee thereof in this regard.”

By Order of the Board of Directors For, OSIA HYPER RETAIL LIMITED

Date: 27.01.2023 Place: Ahmedabad SD/Regd. Office: Basement Store 1, 4D Square, ARCHNA NAGRANI Opp. IIT Eng College, Nr. D-Mart, Visat DIN: 02545015 Gandhinagar Highway, Motera, Ahmedabad, DIRECTOR Gujarat-380005, India

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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NOTES:

1. Pursuant to Section 102(1) of the Companies Act 2013 and Secretarial Standard II on General Meeting, an explanatory Statement setting out material facts relating to the proposed resolution are appended to this notice.

2. In compliance with the provisions of Sections 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer remote e-voting facility to all members of the Company. The Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating remote e-voting.

3. This notice is sent to all the Members whose names appear in the Register of Members / Record of Depositories as on Friday, January 20, 2023 by email to those members who have registered their email IDs with the Company / Depository. Voting rights shall be reckoned in proportion to the number of shares registered in the name(s) of Members as on Friday, January 20, 2023. Member who does not receive the postal ballot notice may send an email to cs2013.ohrl@gmail.com or may apply to NSDL at evoting@nsdl.co.in and obtain a copy of postal ballot notice. The copy of postal ballot notice may also be downloaded from website of Company at cs2013.ohrl@gmail.com and website of e-Voting Agency at www.evoting.nsdl.com.

4. On account of threat posed by COVID-19 and in terms of the MCA and SEBI Circulars, the Company will send this Notice in electronic form only and hard copy of this Notice along with postal ballot forms and pre-paid self-addressed business envelope will not be sent to the shareholders for this postal ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Therefore, those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses submitted, by following the procedure given below:

5. i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), and AADHAR (self-attested scanned copy of Aadhar Card) by email to cs2013.ohrl@gmail.com.

6. ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs2013.ohrl@gmail.com.

7. iii. 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.

8. iv. It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Skyline Financial Services Private Limited, having its office at A/506, Dattani Plaza, A K Road, Safed Pool, Andheri (East), Mumbai – 400 072 (Tel: +91 22 – 2851 1022/ 4972 1245), by following the due procedure.

9. v. Those shareholders who have already registered their e-mail address are requested to keep their e-mail addresses validated with their depository participants / the Company’s Registrar and Share

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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Transfer Agent, Skyline Financial Services Private Limited to enable servicing of notices / documents / annual Reports electronically to their e-mail address

1. The Shareholders are requested to note that 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.

2. Any query/grievance may please be addressed to Mr. Yusuf Rupawala, Company Secretary with respect to the voting by remote electronic means at: Email id: cs2013.ohrl@gmail.com or to NSDL at evoting@nsdl.co.in.

3. The Shareholders are requested to note that 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.

4. The members have to vote through remote e-voting platform only.

5. The Portal for remote E-voting will remain open for the Members for exercising their votes during Saturday, January 28, 2023 (09:00 A.M.) and will end on Sunday, February 26, 2023 (05:00 P.M.) (Both days inclusive). During this period, the Members of the Company holding equity shares either in physical form or dematerialised form, as on Friday, January 20, 2023 (‘cut-off date’), may cast their vote electronically. Once vote on a resolution is cast by the member, he/ she shall not be allowed to change it subsequently or cast the vote again. Please note that remote E-voting module shall be disabled for voting by NSDL after the last date and time.

6. A member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.

7. The Scrutinizer’s decision on the validity of the voting shall be final.

8. A copy of the Postal Ballot Notice is also available on the website of the Company viz. www.osiahypermart.com and e-voting website viz. www.evoting.nsdl.com and at the corporate announcement sections of the websites of the National Stock Exchange of India Limited on which the equity shares of the Company are listed.

9. The Board of Directors have appointed Mr. Abhishek Prakashchand Chhajed, partner of SCS AND Co. LLP (LLPIN: AAV-1091) Company Secretary in Practice (Firm Unique Code: L2020GJ008700) as Scrutinizer for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner and to receive and scrutinize the votes received through remote e-voting platform. After completion of the scrutiny of votes received, the scrutinizer will submit the report to the Chairman of the Company.

10. The Resolutions will be taken as passed effectively on Sunday, February 26, 2023, being last date for voting, if the result of the voting indicates that the requisite votes, as required for Special resolution, had received assenting to the Resolution. The result of the voting will be declared on or before

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269

Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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Tuesday, February 28, 2023 at the Registered Office of the Company. The result of the voting will also be posted on the Company’s website www.osiahypermart.com and communicated on the same day to stock exchange, registrar and share transfer agent and e-voting agency.

1. Resolutions approved by the members through Postal Ballots /remote e-voting are deemed to have been passed effectively at a General Meeting of the Members.

2. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice /documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to give their consent by providing their e-mail addresses to the Company or to Skyline Financial Services Private Limited, Registrar and Share Transfer Agent of the Company.

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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INSTRUCTIONS FOR CASTING VOTES BY REMOTE E-VOTING

The remote e-voting period begins on Saturday, January 28, 2023 (09:00 A.M.) and will end on Sunday, February 26, 2023 (05:00 P.M.). 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 cut-off date i.e. Friday, January 20, 2023 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 Friday, January 20, 2023 .

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

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

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal” or click at

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269

Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India.

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Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

	3. 4.	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2.	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 Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is inprogress asper the informationprovided bycompany. On

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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clicking the evoting option, the user will be able to see e- Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.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) 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. upon logging in, you will be able to see e-Voting option. 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 company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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

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CIN: L52190GJ2013PLC077269

OSIA HYPER RETAIL LIMITED

Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India.

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Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

	Logintype	Logintype		Helpdesk details	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.com or contact at toll free no. 1800 22 55 33
	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 your vote electronically. 4. Your User ID details aregiven 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. 2. 3. 4.
		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

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269

Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India.

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Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

5.	Password details for shareholders other than Individual shareholders are given below:	Password details for shareholders other than Individual shareholders are given below:
	a)	If you are already registered for e-Voting, then you can user your existing password to
		login and cast your vote.
	b)	If you are using NSDL e-Voting system for the first time, you will need to retrieve the
		‘initial password’ which was communicated to you. Once you retrieve your ‘initial
		password’, you need to enter the ‘initial password’ and the system will force you to change
		your password.
	c)	How to retrieve your ‘initial password’?
		(i) If your email ID is registered in your demat account or with the company, your
		‘initial password’ is communicated to you on your email ID. Trace the email sent
		to you from NSDL from your mailbox. Open the email and open the attachment
		i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8
		digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
		folio number for shares held in physical form. The .pdf file contains your ‘User
		ID’ and your ‘initial password’.
		(ii) If your email ID is not registered, please follow steps mentioned below in
		process for those shareholders whose email ids are not registered
6.	If you are unable to retrieve or have not received the “ Initial password” or have forgotten your
	password:
	a)	Click on “Forgot User Details/Password?”(If you are holding shares in your demat account
		with NSDL or CDSL) option available on www.evoting.nsdl.com.
	b)	Physical User Reset Password?” (If you are holding shares in physical mode) option
		available onwww.evoting.nsdl.com.
	c)	If you are still unable to get the password by aforesaid two options, you can send a request at
		evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your
		name and your registered address etc.
	d)	Members can also use the OTP (One Time Password) based login for casting the votes on
		the e-Voting system of NSDL.
7.	After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check
	box.
8.	Now, you will have to click on “Login” button.
9.	Afteryou click on the “Login” button,Homepage of e-Votingwill open.

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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

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

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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 vote, to the Scrutinizer by e-mail to csabprofessional@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India.

OSIA HYPER RETAIL LIMITED

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Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs2013.ohrl@gmail.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs2013.ohrl@gmail.cm. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. 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.

4. 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.

CONTACT DETAILS

Company	OSIA HYPER RETAIL LIMITED Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat Gandhinagar Highway, Motera, Ahmedabad, Gujarat-380005, India Tel:07922747148; Email:cs2013.ohrl@gmail.com; Web:www.osiahypermart.com
Registrar and Transfer Agent	Skyline Financial Services Private Limited., A/505, Dattani Plaza, Andheri Kurla Road, Safeed Pool, Mumbai- 400072. Tel. : +91-22 49721245/ +91-22 28511022 CIN :U74899DL1995PTC071324 Email : subhashdhingreja@skylinerta.com Website : www.skylinerta.com
E-Voting Agency & VC / OAVM	Email:evoting@nsdl.co.in NSDL help desk:1800 1020 990 and 1800 22 44 30 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

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269

Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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	Scrutinizer	Mr. Abhishek Prakashchand Chhajed, partner of SCS AND Co. LLP (LLPIN: AAV-1091) Company Secretary in Practice Contact Person: Mr. Abhishek ChhajedEmail:csabprofessional@gmail.com; M. No.:+91 94088 12129

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CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

OSIA HYPER RETAIL LIMITED

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (Pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard 2 on General Meetings)

Item No. 1 & 2:

Presently, the Authorised Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-Up Capital of the Company is divided into 1,03,12,390 (One Crore Three Lacs Twelve Thousand Three Ninety Only) Equity Shares of Rs. 10/- each (Rupees Ten Only) each amounting to Rs. 10,31,23,900 (Rupees Ten Crores Thirty One Lacs Twenty-Three Thousand Nine Hundred Only).

The operations of the Company have grown significantly during the years, which has generated considerable interest in the Company’s equity shares in the market. Equity shares of the Company are listed and are being traded on National Stock Exchange of India Limited. In order to improve the liquidity to the Company's equity shares in the stock market and to make it more affordable for small retail investors and also to broad base the small retail investors, it is proposed to sub-divide existing 1 equity share of face value of Rs. 10/- into 1 equity shares of the face value of Re. 1/- each pursuant to the provisions of Section 61(1)(d) of the Companies Act, 2013 (“the Act”), the rules made thereunder and other applicable provisions. The record date for the aforesaid sub-division/split of the face value of equity Shares shall be fixed by the Board/Committee of the Board, after the approval of the members is obtained for the proposed sub-division/split.

In the opinion of the Board, proposed sub-division/split of the face value of equity Shares is in the best interest of the Company and its investors and therefore the Board at its meeting held on January 27, 2023, approved the aforesaid sub-division/split subject to requisite approval of the members. There will not be any change in the amount of authorized, subscribed and paid-up share capital of the Company on account of sub-division/split of the face value of equity Shares.

The sub-division/split of the face value of equity Shares proposed under business item No. 1 of this Notice shall also require amendment to the existing Clause V of the Memorandum of Association of the Company as set out under item no. 2 of this Notice. Pursuant to Sections 13, 61 and other applicable provisions of the Act and the Rules made thereunder, approval of the members by way of Special Resolution is required for sub-division/split and carrying out any amendment to the Memorandum of the Company.

None of the Promoters, Directors, Key Managerial Persons and their Relatives or the entities in which the Promoters, Directors or Key Managerial Persons are interested, are concerned or interested, financially or otherwise, in the said resolutions in the accompanying Notice.

The Board recommends the Special Resolutions as set out under item no. 1 & 2 of the Notice for approval of the Shareholders.

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OSIA HYPER RETAIL LIMITED

CIN: L52190GJ2013PLC077269 Registered Office : Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat, Gandhinagar Highway,Motera, Ahmedabad–380 005,Gujarat,India. Telephone: +917227057148; Website: www.osiahypermart.com; Email: contact@osiamart.com

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All the documents referred to in this notice and in the explanatory statement shall be available for inspection at the registered office of the Company during working hours on all working days from the date of dispatch of notice till 05:00 PM hours on 26[th] February, 2023.

Date: 27.01.2023 Place: Ahmedabad

Regd. Office: Basement Store 1, 4D Square, Opp. IIT Eng College, Nr. D-Mart, Visat Gandhinagar Highway, Motera, Ahmedabad, Gujarat-380005, India

By Order of the Board of Directors For, OSIA HYPER RETAIL LIMITED

SD/ARCHNA NAGRANI DIN: 02545015 DIRECTOR

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