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PAKKA LIMITED Proxy Solicitation & Information Statement 2023

Jun 13, 2023

61648_rns_2023-06-13_6753f4f4-d770-42bc-a69f-af13d2a3210b.pdf

Proxy Solicitation & Information Statement

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7/Govt/SE-15 13[th] June, 2023

The Department of Corporate Services BSE Limited, Department of Corporate Service, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Fax No. (022) 22722061, 41, 39, 37

Scrip ID: 516030 Scrip Code: YASHPAKKA

Sub: Notice of the Extra Ordinary General Meeting of the Company to be held on Wednesday, 5[th] July, 2023 at 10:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulation, 2015, as amended and any other applicable provision, we are pleased to inform that the Extra Ordinary General Meeting (“EGM”) of the Members of Yash Pakka Limited (“the Company”) will be held on Wednesday, the 5[th] July, 2023 at 10:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

The Notice of Extra ordinary General Meeting is also uploaded on the Company’s website https://www.yashpakka.com/wp-content/uploads/2023/06/YPL-EGM-Notice2023-13062023-1.pdf.

The remote e-voting will be available during the following period:

Commencement of remote e-voting From Sunday, 2ndJuly, 2023 (09:00 A.M.
IST)
End of remote e-voting Till Tuesday, 4thJuly, 2023 (05:00 P.M.
IST)

The remote e-voting module shall be disabled by NSDL for voting after Tuesday, 4[th] July, 2023 (05:00 P.M. IST).

Members, who are present at the EGM through VC / OAVM and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so shall be eligible to vote through e-voting during the EGM.

Yash Pakka Limited, Yash Nagar, Ayodhya, Uttar Pradesh - 224135, India+91-5278-258174 | [email protected] | www.yashpakka.com Registered Office: 2[nd] Floor, 24/57, Birhana Road, Kanpur, Uttar Pradesh – 208001, India | CIN: L24231UP1981PLC005294

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Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Friday, 30[th] June, 2023 will be entitled to cast their votes by remote e-voting or e-voting during the EGM. The voting right of members shall be in proportion to their shares of the paid up equity share capital of the Company as on cut-off date. Once the vote on a resolution is cast by the shareholder, the shareholder would not be allowed to change it subsequently. A person who is not a member on the cut-off date should accordingly treat the EGM Notice as for information purposes only.

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

Thanking you

Yours faithfully,

for Yash Pakka Limited

Sachin Digitally signed by Sachin Kumar Kumar Srivastava Date: 2023.06.13 Srivastava 15:38:18 +05'30' Sachin Kumar Srivastava Company Secretary & Legal Head

Encl: As above

Yash Pakka Limited, Yash Nagar, Ayodhya, Uttar Pradesh - 224135, India+91-5278-258174 | [email protected] | www.yashpakka.com Registered Office: 2[nd] Floor, 24/57, Birhana Road, Kanpur, Uttar Pradesh – 208001, India | CIN: L24231UP1981PLC005294

EXTRA-ORDINARY GENERAL MEETING OF YASH PAKKA LIMITED

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YASH PAKKA LIMITED

Regd. Office: 2nd Floor, 24/57, Birhana Road, Kanpur – 208001, Uttar Pradesh Corp. Office: Yash Nagar, Ayodhya – 224 135, Uttar Pradesh CIN – L24231UP1981PLC005294 | T: +91 5278 258174 E: [email protected] | Website: https://www.yashpakka.com

NOTICE

NOTICE IS HEREBY GIVEN THAT THE EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF YASH PAKKA LIMITED will be held through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) on Wednesday, the 5th day of July, 2023 at 10:00 a.m. (IST) to transact the following business:

SPECIAL BUSINESS

ITEM 1: CHANGE OF NAME OF THE COMPANY FROM YASH PAKKA LIMITED TO PAKKA LIMITED

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

“RESOLVED THAT pursuant to the provisions of Section 13(2), Section 14 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force) and subject to approval of Central Government (Registrar of Companies), consent of the Shareholders by way of Special Resolution be and is hereby accorded to change the name of the Company from ‘Yash Pakka Limited’ to ‘Pakka Limited’

(पैका िलिमटेड) and consequently the Memorandum of Association of the Company be and is hereby altered by substituting the following Clause for existing Clause 1 thereof:

“The name of the Company is Pakka Limited.”

RESOLVED FURTHER THAT the name ‘Yash Pakka Limited’ wherever appearing in the Memorandum and Articles of Association, other documents and papers etc. of the Company be substituted by the new name ‘PAKKA LIMITED’ (पैका िलिमटेड) upon approval of the same by the Central Government (Registrar of Companies).

RESOLVED FURTHER THAT Mr. Jagdeep Hira, Managing Director (DIN: 07639849), Ms. Neetika Suryawanshi, Chief Financial Officer and Mr. Sachin Kumar Srivastava, Company Secretary & Legal Head of the Company be and is hereby authorized to make application to the Central Government (Registrar of Companies) for obtaining approval for change in name of the Company and to sign and file forms and other documents with the Central Government (Registrar of Companies) and do all other acts, deeds, things and matters as are necessary to give effect to the above said resolution and to agree to such modifications, terms & conditions as me be directed by the Registrar of Companies and to modify the same

same accordingly as are necessary or expedient in this regard.”

RESOLVED FURTHER THAT Mr. Jagdeep Hira, Managing Director and Mr. Sachin Kumar Srivastava, Company Secretary & Legal Head of the Company of the Company be and is hereby authorized to issue a certified copy of resolution to the concerned parties including the Central Government (Registrar of Companies).”

By Order of the Board of Directors, for Yash Pakka Limited

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Sachin Kumar Srivastava Company Secretary & Legal Head FCS No.: 11111

Place: Ayodhya Date: 13th June, 2023

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NOTES:

  1. The Ministry of Corporate Affairs (“MCA”) has, vide its General Circular No.3/2022 dated 5th May, 2022 read with General Circular No.14/2020 dated 8th April, 2020, General Circular No.17/2020 dated 13th April, 2020, General Circular No.22/2020 dated 15th June, 2020, General Circular No.33/2020 dated 28th September, 2020, General Circular No.39/2020 dated 31st December, 2020, General Circular No.10/2021 dated 23rd June, 2021, General Circular No.20/2021 dated 8th December, 2021 and General Circular No.11/2022 dated 28th December, 2022 (collectively referred to as (‘MCA Circulars’), the Company is being permitted for convening the Extra-ordinary General Meeting (“EGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with SEBI Circular dated 5th January, 2023, the EGM of the Members of the Company is being held through VC / OAVM. The deemed venue for the EGM shall be the Registered Office of the Company situated at 2nd Floor, 24/57, Birhana Road, Kanpur – 208001, Uttar Pradesh, India.

  2. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (‘Act’) setting out material facts concerning the business with

respect to Item No. 1 forms part of this Notice.

  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 / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

  2. Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

  3. Dispatch of EGM Notice through Electronic Mode:

In compliance with the MCA Circulars and SEBI Circular, Notice of the EGM along with Annexures is being sent only through electronic mode to those Members whose e-mail address is registered with the Company/ Depository Participants. Members may note that the EGM Notice will also be available on the Company’s website www.yahpakka.com, websites of the Stock Exchange that is BSE Limited at

www.bseindia.com, NSDL i.e.

www.evoting.nsdl.com and on the website of Company’s Registrar and Transfer Agent, Skyline Financial Services Private Limited (“Skyline”) at www.skylinerta.com.

  1. To support ‘Green Initiative’ for receiving all communication (including EGM Notice) from

the Company electronically:

a) Members holding shares in physical mode and who have not registered / updated their e-mail address with the Company are requested to register / update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at

[email protected].

b) Members holding shares in dematerialised mode are requested to register / update their e-mail address with the relevant Depository Participant.

c) SEBI vide its circular dated 30th May 2022 has prescribed Standard Operating Procedures for dispute resolution under the Stock Exchange arbitration mechanism for a dispute between a Listed Company and/or RTA and its Shareholders(s) / investor(s). The said circular is available on the website of the Company at www.yashpakka.com.

  1. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].

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However, the Body Corporate are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.

  1. Members seeking any information with regard to the matter to be placed at the EGM, are requested to write to the Company on or before Sunday, 2nd July, 2023 to email ID [email protected]. The same will be replied by the Company suitably.

  2. The Members can join the EGM in the VC/ OAVM mode 15 minutes before and also after the scheduled time of the commencement of the EGM by following the procedure mentioned in this Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1,000 members on first-come-firstserved basis. The large Shareholders (i.e., Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc., are allowed to attend the EGM without restriction on account of first-come-first-served principle.

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

  4. All documents referred to in the accompanying Notice shall be open for inspection by the Members by writing an e-mail

to the Company [email protected].

  1. The Company’s Registrar and Transfer Agent for its share registry work (Physical and Electronic) is Skyline Financial Services Private Limited (herein after referred to as “RTA”). All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar & Share Transfer Agents, at the address mentioned below:

Skyline Financial Services Private Limited,

D-153 A, 1st Floor, Okhla Industrial Area, Phase -I,

New Delhi - 110 020

Ph. No. 011-40450193-97 & 011-26812682-83 Email: [email protected] Website: https://www.skylinerta.com

  1. As directed by SEBI, Members are requested to-

i) Intimate to the DP, changes if any, in their registered addresses and/or changes in their Bank account details, if the shares are held in dematerialized form.

ii) Intimate to the Company’s RTA, changes if any, in their registered addresses, in their bank account details, if the shares are held in physical form (share certificates).

iii) Consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of names.

iv) Dematerialize the Physical Shares to Electronic Form (Demat) to eliminate all risks

ii) Intimate to the Company’s RTA, changes if any, in their registered addresses, in their bank account details, if the shares are held in physical form (share certificates).

iii) Consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of names.

iv) Dematerialize the Physical Shares to Electronic Form (Demat) to eliminate all risks associated with Physical Shares. Our Registrar and Transfer Agents viz., Skyline Financial Services Private Limited, New Delhi (Phone 91 11 26812682 - 83) may be contacted for assistance, if any, in this regard. Further, as per amendment to Regulation 40 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form effective 1st April, 2019. Members are advised to Dematerialize the shares held by them in physical form.

  1. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form who have not done so are requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to RTA.

  2. The Scrutinizer shall, immediately after the

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conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

  1. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.yashpakka.com under the section “Investors” and on the website of NSDL https://www.evotingnsdl.com immediately. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company are listed.

17. Process and manner for Members opting for e-Voting is as under:

I. In compliance with the provisions of Section 108, and other applicable provisions of the Act, read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company is offering only e-Voting facility to all the Members of the Company and the business will be transacted only through the electronic voting system. The Company has engaged the services of NSDL for facilitating e-Voting to enable the Members to cast their votes electronically as well as for e-Voting during the EGM. Resolution(s) passed by Members through e-Voting is/are deemed to have been passed as if it/they have been passed at the EGM.

II. Members are provided with the facility for voting through electronic voting system during the VC/OAVM proceedings at the EGM and Members participating at the EGM, who have not already cast their vote by remote e-Voting, are eligible to exercise their right to vote at the EGM.

III. Members who have already 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 resolution(s) for which the Member has already cast the vote through remote e-Voting.

IV. Members of the Company, holding shares either in physical form or electronic form, as on the cut-off date of Friday, 30th June, 2023, may cast their vote by remote e-Voting. The remote e-Voting period commences on Sunday, 2nd July, 2023 at 9 a.m. (IST) and ends on Tuesday, 4th July, 2023 at 5 p.m. (IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

V. The instructions for Members attending the EGM through VC/OAVM are as under:

A. The Members will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access the same by following the steps mentioned below for ‘Log-in to NSDL e-Voting system’. The link for VC/OAVM will be available in ‘Member login’ where the EVEN of the

Company will be displayed. After successful login, the Members will be able to see the link of ‘VC/OAVM link’ placed under the tab ‘Join Extra-Ordinary General Meeting’ against the name of the Company. On clicking this link, the Members will be able to attend and participate in the proceedings of the EGM through a live webcast of the meeting and submit votes on announcement by the Chairman.

B. Members may join the EGM through laptops, smartphones, tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is, therefore, recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

C. Members are encouraged to submit their questions in advance with regard to 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 [email protected] before 5 p.m. (IST) on Friday, 30th June, 2023. Queries that remain unanswered at the EGM will be appropriately responded by the Company at the earliest.

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D. Members who would like to express their views/ ask questions as a Speaker at the EGM may preregister themselves by sending a request from their registered email address mentioning their names, DP ID and Client ID/ folio number, PAN and mobile number to [email protected] between Friday, 30th June, 2023 (9 a.m. IST) and Tuesday, 4th July, 2023 (5 p.m. IST). Only those Members who have pre-registered themselves as Speakers will be allowed to express their views/ ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

holders, by way of single login credential, through their Demat accounts/websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual Demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

Members are advised to update their mobile number and email ID with their DPs in order to access e-Voting facility.

Log-in method for Individual Members holding securities in Demat mode is given hereunder:

VI. The instructions for Members for remote e-Voting are, as under:

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) Log-in method for e-Voting and joining virtual meeting for Individual Shareholders/ Members holding securities in demat mode

In terms of the Circular issued by the Securities and Exchange Board of India dated 9th December 2020, on ‘e-Voting facility provided by Listed Companies’, e-Voting process has been enabled to all the individual Demat account

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Type of Members Login Method Individual Members holding securities in i. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either demat mode with NSDL. 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 or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

ii. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

iii. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

iv. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of Members Login Method
Individual Members holding securities in
demat mode with CDSL
i. Existing users who have opted for Easi / Easiest, they can login through their user id and
password. Option will be made available to reach e-Voting page without any further authentication.
The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginor
www.cdslindia.comand click on New System Myeasi.
ii. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu
will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
iii. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
iv. Alternatively, the user can directly access e-Voting page by providing demat Account Number
and PAN No. from a link inwww.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 provided links for the respective ESP i.e. NSDL where the e-Voting is in
progress.
Individual Members (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 or joining virtual meeting & voting during the meeting.

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

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

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Login Method Helpdesk details
IIndividual Members holding securities in
demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
[email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Members holding securities in
demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
[email protected] or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting 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?

i) 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.

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

iii) 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.

iv) 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.

v) Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your
user ID is IN300
12**
b) For Members who hold shares in demat account with CDSL. 16 Digit Benefciary ID
For example if your Benefciary ID is 12** then your user ID is
12**
c) 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 119696 then user ID is
119696001

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vi) Your 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.

vii) 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 on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] 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.

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

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

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

STEP 2: CAST YOUR VOTE ELECTRONICALLY AND JOIN GENERAL MEETING ON NSDL E-VOTING SYSTEM.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

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

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

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

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

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

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

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

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VII. The Instructions for Member for e-Voting during the proceedings of the EGM are as under:

A. The procedure for remote e-Voting during the EGM is same as the instructions mentioned above for remote e-Voting since the Meeting is being held through VC/ OAVM.

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

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

D. Members who need assistance before or during the EGM, can contact Ms. Pallavi Mhatre, Manager – NSDL or Mr. Amit Vishal, Senior Manager - NSDL at [email protected] or call on : 1800 1020 990 and 1800 22 44 30.

General Guidelines for Members

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

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager-NSDL or Mr. Amit Vishal, Senior Manager-NSDL at [email protected].

  3. You can also update your mobile number and email ID in the user profile details of the folio which may be used for sending future communication(s).

VIII. The voting rights of 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. Friday, 30th June, 2023.

IX. Any person holding shares in physical form and non-individual Members, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. Friday, 30th June, 2023 may obtain the login ID and password by sending a request at [email protected] or the Company/SFSPL

However, if the person is already registered with NSDL for remote e-Voting, then the existing user ID and password of the said person can be used for casting vote. If the person forgot his/ her password, the same can be reset by using ‘Forgot user Details/Password’ or ‘Physical user Reset Password’ option available on www.evoting.nsdl.com or by calling on toll free

no. 1800 1020 990 and 1800 224 430. In case of Individual Members holding securities in Demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Friday, 30th June, 2023 may follow steps mentioned in the notes to Notice under ‘Access to NSDL e-Voting system’.

X. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting, as well as voting at the meeting.

XI. The Board of Directors has appointed Mr. Amit Gupta (FCS 5478, CP 4682) of Amit Gupta & Associates, Company Secretaries as Scrutinizer to scrutinize the voting at the EGM and remote e-Voting process, in a fair and transparent manner.

XII. 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 remote e-Voting system for all those Members who are present during the EGM but have not cast their votes by availing the remote e-Voting facility. The remote e-Voting module during the EGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

XIII. The Scrutinizer shall, after the conclusion of voting at the EGM, first count the votes cast during the Meeting and, thereafter, unblock the votes cast through remote e-Voting, in

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the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days from the conclusion of the EGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XIV. The Results declared, alongwith the Scrutinizer’s Report, shall be placed on the Company’s website www.yashpakka.com and on the website of NSDL www.evoting.nsdl.com, immediately after the declaration of the result by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to the Stock Exchanges where the Company’s Equity Shares are listed viz. BSE Limited and be made available on their respective websites viz. www.bseindia.com.

By Order of the Board of Directors, for Yash Pakka Limited

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Sachin Kumar Srivastava Company Secretary & Legal Head FCS No.: 11111

Place: Ayodhya Date: 13th June, 2023

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

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No.1 of the accompanying Notice dated 13th June, 2023:

ITEM NO. 1

At the Board meeting held on 29th day of April, 2023, the Directors of the Company approved the proposal to change the name of the Company to “Pakka Limited” (पैका िलिमटेड) . The name “Pakka Limited” (पैका िलिमटेड) would enable the Company to expand its Global business opportunities. The change of name is proposed in the backdrop of the Company philosophy towards simplification, professionalization and giving a new identity to the Company.

The Company had made application for reservation of name to Central Registration Centre, Registrar of Companies and Central Registration Centre, Registrar of Companies vide its approval letter dated 12th June, 2023 has confirmed that new name i.e. “Pakka Limited” is available for registration.

As a result of change in the name, the Clause I of the Memorandum of Association is also required to be suitably amended.

In compliance with the provisions of Section 108 of the Companies Act, 2013 and other applicable provisions, the Company is offering facility of e-voting to all Shareholders to

enable them to cast their votes electronically. Shareholders are requested to follow the procedure as stated in the notes for casting of votes by e-voting.

Necessary documents in this regard are available for inspection by the Shareholders in electronic mode on the website of the Company at https://www.yashpakka.com/investor/.

None of the Directors or KMP of the Company and their respective relatives are concerned or interested in the resolution set out at Item No.1 of the accompanying Notice.

The proposed change in name would be subject to the necessary approvals in terms of Section 4 and 13 of the Companies Act, 2013. Since the aforesaid sections requires approval of the Shareholders of the Company by way of passing Special Resolution, The Board recommends the said Resolution at Item No. 1 of the accompanying Notice as a Special Resolution for approval by the Members of the Company.

By Order of the Board of Directors, for Yash Pakka Limited

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Sachin Kumar Srivastava Company Secretary & Legal Head FCS No.: 11111

Place: Ayodhya Date: 13th June, 2023

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