Pavna Industries Limited — Proxy Solicitation & Information Statement 2022

Jul 27, 2022

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July 27, 2022

To, The Manager- Listing The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400051.

NSE Symbol: PAVNAIND ISIN- INE07S101020

Subject: Submission of Notice of Postal Ballot

Dear Sir,

Pursuance to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot. The Notice is being sent to all the members, whose names appear in the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited.

The Voting Period will commence from Thursday July 28, 2022 at 9:00 a.m. IST and end on Friday August 26, 2022 at 5:00 p.m. IST

Kindly take the same on record.

Yours faithfully

For Pavna Industries Limited

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Charu Singh Company Secretary & Compliance Officer M.No. A 48257

Encl. As Attached

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies(Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or reenactment thereof for the time being in force) and pursuant to other applicable laws and regulations and the Listing Agreement, the resolutions being forwarded herewith are proposed to be passed by the members by way of postal ballot or electronic voting (e-voting).

The Scrutinizer will submit his report to the duly authorized person of the Company after the receipt of assent or dissent of the Members (including e‐voting).The result of the Postal Ballot (including e‐voting) shall be declared by the Managing Director or any other duly authorized person of the Company on August 28, 2022. The voting results will be communicated to the stock exchanges, depositories, registrar and share transfer agents and shall also be displayed on the Company’s website on August 28, 2022 and will be intimated to the Stock Exchanges where the shares of the Company are listed i.e. National Stock Exchange of India Limited-SME Emerge in accordance with the provisions of SEBI Listing Regulations.

The Board of Directors of the Company now propose to obtain the consent of the members by way of Postal Ballot for the matters as considered in the Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolution is also annexed.

You are requested to peruse the proposed Resolutions along with their respective Explanatory Statement and thereafter record your assent or dissent by means of remote e‐voting or Postal Ballot facility provided by the Company.

SPECIAL BUSINESS:

Item No. 1 Increase Authorised Share Capital of the Company:

To consider and if thought fit, to pass with or without modifications, the following resolution as

an Special Resolution:

“RESOLVED that pursuant to the provisions of Section 61 and other applicable provisions of the Companies Act, 2013 and the rules issued there under (including any statutory modification or re-enactment thereof for the time being in force), the Authorised Share Capital of the

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Company be and is hereby increased from Rs. 6,10,00,000 (Rupees Six Crores Ten Lakhs only) comprising of 61,00,000 (Sixty One Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each to Rs. 15,00,00,000 (Rupees Fifteen Crores only) comprising of 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each”.

Item No. 2 Alteration of the Capital Clause of the Memorandum of Association:

To consider and if thought fit, to pass with or without modifications, the following resolution as

an Ordinary Resolution:

“ RESOLVED that pursuant to the provisions of Sections 13 and 61 and other applicable provisions of the Companies Act, 2013 and the rules issued there under (including any statutory modification or re-enactment thereof for the time being in force), the existing Clause V of the Memorandum of Association of the Company be and are hereby deleted and substituted by the following:

V. The Authorised Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores only) comprising of: 1,50,00,000 (One Crores Fifty Lakh) Equity Shares of Rs. 10 (Rupees Ten) each

RESOLVED FURTHER that , for the purpose of giving effect to this resolution, the Board (which expression shall also include a Committee thereof ), be and is hereby authorized to do all such acts, deeds, matters and things, including delegation of any of its powers herein conferred to its Directors, Company Secretary or any other officer(s).”

Item No. 3 Issue of Bonus Shares:

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

Mr. SWAPNIL JAIN , Managing Director of the company apprised the members of the Board that the operations and performance of the Company has grown significantly over the past few years. Now, the Board considered and recommended to issue bonus equity shares to the existing equity shareholders of the Company. The company has free distributable reserves , therefore, the amount as required for capitalization for the Bonus Issue, be applied from the mentioned accounts for issuance of fully paid up bonus shares in the proportion of 1 (one) Bonus Equity Share of Rs. 10 for every 1 (one) fully paid-up Equity Share of Rs. 10/- each held as on as may be subsequently determined by the Board, subject to approval of the shareholders and such other authorities as may be necessary.

“ RESOLVED THAT pursuant to provisions of Section 63 and all other applicable provisions of the Companies Act, 2013, and the rules made thereunder, and as per the Articles of Association

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of the Company, subject to such approvals, consents, permissions and sanctions as may be necessary from appropriate authorities and subject to the approval of shareholders consent of the Board, be and is hereby accorded for capitalization of Rs.6,09,04,000/-(Rupees Six crore nine lac four thousand only) standing to the credit of free reserves of the Company, for the purpose of Bonus issue of 60,90,400 Equity Shares in the proportion of 1 (one) Bonus Equity Share of Rs. 10 for every 1 (one) fully paid-up Equity Shares of Rs. 10/- each held, credited as fully paid-up to the holders of the Equity shares of the Company whose names appears in the Register of Members on the ‘Record Date’ to be determined by the Board for this purpose, and the Bonus Shares so distributed shall, for all purposes, be treated as an increase in the Paid-up capital of the Company.

RESOLVED FURTHER THAT the Bonus shares so allotted shall rank paripassu in all respects with fully paid-up Equity Shares of the Company.

RESOLVED FURTHER THAT the Equity Shares capital is held in the dematerialized form, thus the number of Bonus Equity Shares issued be credited to the respective beneficiary accounts of the Members with their respective Depository Participant(s).

RESOLVED FURTHER THAT the Board, be and is hereby authorized, to take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any Director(s), the Company Secretary or any other officer(s) of the Company for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to execute all deeds, applications, documents, papers and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to above resolutions.

RESOLVED FURTHER THAT the Directors of the Company be and is/are hereby authorised by the Company to sign, submit, execute, fill and file the documents as required with the authorities for the said purposes.

FURTHER RESOLVED THAT the Directors of the Company be and is/are hereby authorised on behalf of the board to sign, submit, attest, place papers and Form(s) for Certification, as if required and uploading with ROC Office through MCA Portal and also authorize to take all necessary steps in pursuance of the matter and to file necessary forms, execute all needful compliance with regard to the matter, his or their all acts and deeds will be binding to the company.”

Item No. 4 Migration from SME to Main Board of NSE Limited and BSE Limited:

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

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“ RESOLVED THAT pursuant to the Regulation 277 and other relevant provisions, laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and the applicable provisions, if any, of the Companies Act, 2013, and the rules framed there under, including any amendment, modification, variation or reenactment thereof for the time being in force, the consent of the members of the Company be and is hereby accorded for purpose of migration of the Company’s present listing from NSE SME Segment to the Main Board of NSE Limited and BSE Limited.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized jointly and/or severally to deal with any Government or Semi-Government authorities or any other concerned intermediaries including but not limited to NSE and BSE, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company’s present listing from NSE SME Segment to the Main Board of NSE Limited and BSE Limited.”

“RESOLVED FURTHER THAT the Board of Directors of the Company and Company Secretary be and are hereby authorized jointly and/or severally to do all such acts, deeds, matters and things without limitation signing of various forms and documents and take all such steps as may be, in its absolute discretion, deem necessary and with power to accede to such modification and alteration to the aforesaid resolution as may be suggested by Stock exchange or such other authority arising from or incidental to the said resolution and also power to settle questions, difficulties or doubts that may arise in this regard without requiring to secure any further approval of the members of the Company.”

Date: July 26, 2022

By order of the Board of Directors For Pavna Industries Limited

Sd/Swapnil Jain Managing Director DIN: 01542555

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Notes:

1. The explanatory statement and reasons for the proposed resolution pursuant to Section 102 of the Companies Act, 2013 read with Rule22 of the Companies (Management and Administration) Rules, 2014 (“The Rules”) setting out material facts is annexed herewith and forms part of this notice.

2. The Board has appointed Mr. Nitin Jain, Practicing Chartered Accountant, as the scrutinizer ( “Scrutinizer” ) for conducting the Postal Ballot / e‐voting process in a fair and transparent manner.

3. This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on July 15, 2022. A person who is not a member as on the cut‐off date should treat this Postal Ballot Notice for informational purposes only.

4. The Postal Ballot Notice is being sent to /published/displayed for all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on July 15, 2022 in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and Ministry of Corporate Affairs, Government of India’s General Circular No. 17/2020 , General Circular No. 19/2021 and General Circular No. 20/2021.

5. Members may note that this Postal Ballot Notice will also be available on the Company’s website i.e. https://www.pavnagroup.com/

6. Resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the members.

7. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and General Circular Nos. 14/2020 and 17/2020 dated 8th April 2020 and 13th April 2020, General Circular No. 19/2021 and General Circular No. 20/2021 dated 08.12.2021 respectively issued by the Ministry of Corporate Affairs (MCA) the Company is pleased to offer e‐voting facility to its Members holding equity shares as on July 15, 2022 being the cut‐off date, to exercise their right to vote electronically on the above resolution.

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1. The voting rights for the Equity Shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them, which will be determined on the basis of the paid‐up value of shares registered in the name of each member as on July 15, 2022.

2. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the Company has provided the facility to members to exercise their votes electronically and to vote on all resolutions through the e‐voting service facility arranged by NSDL. The instructions for electronic voting are annexed to this Postal Ballot Notice. Members cannot exercise votes by proxy, though corporate and institutional members shall be entitled to vote through their authorized representatives with proof of their authorization.

3. The Scrutinizer will submit his report to the Managing Director or any other person authorized by the Managing Director after the completion of scrutiny, and the result of the voting by Postal Ballot will be announced by the Managing Director or any director of the Company duly authorized, on or before August 28, 2022 and will also be displayed on the Company website https://www.pavnagroup.com/ and will be intimated to the Stock Exchanges where the shares of the Company are listed i.e. National Stock Exchange of India Limited-SME in accordance with the provisions of SEBI Listing Regulations.

4. Members can also contact to Mrs. Charu Singh, Company Secretary and Compliance Officer of the company to resolve any grievances with regard to voting by Postal Ballot. Address: ‐ Pavna Industries Limited, Vimlanchal Hari Nagar, Uttar Pradesh-202001 Email Id: cs@pavnagroup.com ,Phone number – +91 8006409332.

5. This Postal Ballot Notice is also placed on the website of the Company (https://www.pavnagroup.com/).

6. All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by Postal Ballot / e‐voting.

7. Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the e‐voting i.e. August 26, 2022 in terms of Secretarial Standard – 2 on General Meetings (“SS‐2”) issued by the Institute of Company Secretaries of India.

8. A member cannot exercise his vote by proxy on Postal Ballot.

9. The Scrutinizer's decision on the validity of the postal ballot shall be final and binding.

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1. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the e‐voting service facility arranged by NSDL. The instructions for electronic voting are given in this Notice. E‐Voting will commence on July 28, 2022 at 9:00 a.m. and will end on August 26, 2022 at 5:00 p.m . E‐Voting shall not be allowed beyond the said time and date.

2. In accordance with Regulation 44 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 22 of the Rules, the Company is pleased to offer e‐ voting facility to shareholders through such e‐voting system. Notice of this meeting has been sent to all the shareholders who have registered their e‐mail id's with the Company or the Registrar and Transfer Agent/ Depository Participants. Necessary arrangements have been made by the Company with National Securities Depository Limited (NSDL) to facilitate e‐voting as an alternate to the dispatch of Postal Ballot Forms.

A. VOTING THROUGH ELECTRONIC MEANS

- 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:

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Type of shareholders Login Method
Individual 1. Existing IDeAS user can visit the e-Services website of
Shareholders holding NSDL Viz. https://eservices.nsdl.com either on a Personal
securities in demat
Computer or on a mobile. On the e-Services home page
mode with NSDL.
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
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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.
2. 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
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 i.e. NSDL
and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile
App “ NSDL Speede ” facility by scanning the QR code
mentioned below for seamless voting experience.
Individual 1. Existing users who have opted for Easi / Easiest, they can
Shareholders holding login through their user id and password. Option will be
securities in demat
made available to reach e-Voting page without any further
mode with CDSL
authentication. The URL for users to login to Easi / Easiest
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	2. 3. 4.	are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 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. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistra tion Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
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 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.

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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 type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with contact NSDL helpdesk by sending a request at
NSDL evoting@nsdl.co.in or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with contact CDSL helpdesk by sending a request at
CDSL helpdesk.evoting@cdslindia.com or contact at 022-
23058738 or 022-23058542-43
B) Login Method for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP
and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to
NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12 then your
user ID is IN30012**.
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	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** 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
	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
5.	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 inprocess 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 on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request atevoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name andyour registered address etc.

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

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

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

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

- 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

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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 nitin@servamail.com with a copy marked to evoting@nsdl.co.in.

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

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

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

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

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EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102(1) AND 110 OF THE COMPANIES ACT, 2013

Item No. 1 & 2

Increase in Authorised Capital and Alteration in MOA

Presently, the Authorised Share Capital of your Company is Rs. 6,10,00,000 (Rupees Six Crores Ten Lakhs only) comprising of 61,00,000 (Sixty One Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each.

Considering the overall business growth and operational needs of the Company, the Company may propose to raise additional Capital. The proposed aforesaid increase of share capital would require increase in the Authorized Share Capital of the Company.Therefore, it is proposed to increase the Authorised Share capital of the Company from Rs. 6,10,00,000 (Rupees Six Crores Ten Lakhs only) comprising of 61,00,000 (Sixty One Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each each to Rs. 15,00,00,000 (Rupees Fifteen Crores only) comprising of 1,50,00,000 (One Crores Fifity) Equity Shares of Rs. 10 (Rupees Ten ) each.

Consequently, the existing Clause V of the Memorandum of Association needs to be altered accordingly.Therefore, the consent of the Members of the Company is being sought under the applicable provisions of the Companies Act, 2013. None of the Directors, Key Managerial Personnel and their Relatives is, in any way, concerned or interested in these Resolutions.

A draft of altered Memorandum with the aforesaid alterations, shall be available for inspection by the Members of the Company on any working day between 11.00 a.m. and 1.00 p.m. up to August 26, 2022, at the Registered Office of the Company.

Item No. 3

Issue of Bonus Shares

The Directors at the meeting held on July 21, 2022 have recommended to capitalize General Reserve to the extent of Rs. 6,09,04,000 for issue and allotment of Bonus Shares in the proportion of one new Bonus equity share for every one equity share held by the members on the record date fixed i.e. Thursday , August 18, 2022.

The issued, subscribed and Paid up Capital of the Company presently is 6090400 equity shares of Rs 10/- each aggregating to Rs. 6,09,04,000. The Company proposes to issue Bonus shares in the ration one Bonus Equity shares of Rs 10/- each fully paid up for every one Equity Share (1:1) held on record date fixed. Accordingly 6090400 Equity shares of Rs 10/- each would be issued as fully paid up Bonus Shares to the Shareholders of the Company. Consequently, the paid up

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equity share capital of the Company would increase to Rs. 12,18,08,000 consisting of 12180800 equity shares of Rs. 10/- each.

The issue of fully paid bonus shares by way of capitalization of reserves is allowed under section 63 of Companies Act 2013. The Proposed issue of Bonus shares also fulfills the SEBI Regulations. Application will be made to the stock Exchange for the permission to listing and deal in such Bonus Shares. And as per the Article 39 of the Articles of Association permits to issue fully paid up Bonus shares.

The Members are therefore requested to accord their approval for the issue of Bonus Shares.

None of the Directors and Key Managerial Personnel (including relatives of directors or key managerial personnel) of the Company is concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding in the Company

Item No. 4 –Migration of equity shares of the Company from NSE Emerge (SME platform of NSE) to the Main Board of NSE and BSE.

Your Company is presently listed on the NSE Emerge Platform since March 09, 2021. The Paid‐ up Equity Share Capital of the Company is Rs. 6,09,04,000/‐, comprising of 60,90,400 equity shares of face value of Rs. 10/‐ each. Thus, the Company is eligible to migrate to the Main Board of NSE and BSE, subject to fulfillment of other criteria as stipulated by NSE and BSE.

Earlier, the Board of Directors in their meeting held on July 21, 2022 has decided to migrate the Company from NSE Emerge platform to the Main Board of NSE and BSE. Now, the Board proposes that the Company migrate to the Main Board of NSE and BSE, the Company should also make application for migration to the Main Board of the NSE and BSE, which will take the Company into a different league along with the enhanced recognition and increased participation by the retail investors. Hence, the Board of Directors of the Company in their meeting held on July 21, 2022 has decided to migrate from NSE Emerge (SME platform of NSE) to the main board of NSE and BSE.

The Members are therefore requested to accord their approval for the purpose of Migration of the Company from NSE Emerge (SME platform of NSE) to the main board of NSE and BSE as set out in the Notice.

Accordingly, the Board recommends the Resolution in the Postal Ballot Notice to be passed as Special Resolutions by the Members through Postal Ballot.

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None of the Directors and Key Managerial Personnel (including relatives of directors or key managerial personnel) of the Company is concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding in the Company

Registered Office:

By the Order of Board of Director

Vimlanchal Hari Nagar, Aligarh, Uttar Pradesh- 202001, India CIN: L34109UP1994PLC016359 Tel. No . 079‐26304241/26305751 Website: https://www.pavnagroup.com/ E‐mail: cs@pavnagroup.com

Place : Aligarh Date : 26/07/2022

For Pavna Industries Limited

Sd/‐ Swapnil Jain Managing Director DIN: 01542555