Precision Wires India ltd. — Proxy Solicitation & Information Statement 2021

Nov 9, 2021

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PRECISION WIRES INDIA LIMITED

REGD. OFFICE : SAIMAN HOUSE, J. A. RAUL STREET, OFF SAYANI ROAD, PRABHADEVI, MUMBAI - 400 025, INDIA. TEL: +91-22-24376281 FAX: +91-22-24370687 E-MAIL: mumbai@pwil.net WEB: www.precisionwires.com CIN: L31300MH1989PLC054356 WORKS: PLOT NO. 125/2, AMLI HANUMAN (66 KVA) ROAD, SILVASSA – 396 230, U.T OF D.N.H., INDIA. TEL: +91-260-2642614 FAX: +91-260-264235

Date: 09[th] November, 2021

BSE Limited (BSE) Corporate Relationship Department, 1[st] Floor, New Trading Ring, Rotunda Building, P.J.Towers, Dalal Street, Fort, Mumbai-400 001 Company Code : 523539

The Manager, Listing Department National Stock Exchange of India Limited (NSE) ‘Exchange Plaza’, C-1, Block G, Bandra - Kurla Complex, Bandra (E), Mumbai – 400 051. Symbol : PRECWIRE

Dear Sir/Madam,

Subject: Submission of Notice of Postal Ballot

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 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 member/ List of beneficial owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email id are registered with the Company/Depository as on Friday, 05[th] November, 2021.

The voting period will commence from Wednesday, 10[th] November, 2021 at 09.00 am and end on Saturday, 11[th] December, 2021 at 05.00 pm. The details of business to be transacted are given in the attached notice of Postal Ballot.

Kindly take the same on record.

For and on Precision Wires India Limited

DEEPIKA Digitally signed by DEEPIKA ROHIT ROHIT PANDEY Date: 2021.11.09 PANDEY 10:05:16 +05'30' Deepika Pandey Company Secretary ACS No: 41277

Encl: as above

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NOTICE is hereby given to the Members of Precision Wires India Limited (the " Company ") pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 (the "Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Secretarial Standard-2 on General Meeting (the "SS-2"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the "MCA"), for holding general meetings/conducting postal ballot process through e-Voting vide General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th June 2020, 33/2020 dated 28th September 2020, 39/2020 dated 31 December 2020 and 10/2021 dated June 23, 2021 (collectively "MCA Circulars") in view of the current circumstances prevailing due to COVID-19 pandemic and in furtherance to the above said MCA Circulars, the Company will send Postal Ballot Notice only by email to all its shareholders who have registered their email addresses with the Company / Registrar and Share Transfer Agent ("RTA") or Depository / Depository Participants and the communication of assent / dissent of the Members will only take place through the remote e-voting system. This Postal Ballot process is accordingly being initiated in compliance with the abovementioned MCA Circulars.

Items of Special Business requiring consent of shareholders through Postal Ballot:

1. Reclassification of Authorised Share Capital

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

" RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, under the Companies Act, 2013, (including any amendment thereto or re-enactment thereof) the approval of Shareholders be and is hereby accorded to reclassify the existing Authorised Share Capital of the Company of 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of Rs. 5/(Rupees Five) each and 30,00,000 (Thirty Lakhs) unclassified Shares of Rs. 10/- (Rupees Ten) each to 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of Rs. 5/- (Rupees Five) each and 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each".

2. To approve Sub-division/Stock Split of Equity Shares of the Company

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

" RESOLVED THAT pursuant to the provisions of Section 61(1)(d) and other applicable provisions, if any, of the Companies Act, 2013 and Rules thereunder (including any statutory modifications or re-enactment(s) 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 Memorandum and Articles of Association of the Company and subject to the approvals, consents, permissions and sanctions, if any, required from any competent authority, and as approved by the Board of Directors of the Company, approval of the Shareholders be and is hereby accorded, for sub-dividing the equity shares of the Company, such that each equity share having nominal value of Rs.5/- (Rupees Five Only) and Rs. 10/- (Rupee Ten Only) be sub-divided into 5 (Five) / 10 (Ten) Equity Shares as the case may be having nominal value of Re. 1/- (Rupee One Only) each fully paid-up.

RESOLVED FURTHER THAT pursuant to the Sub-division of equity shares of the Company, all the Authorized, Issued, Subscribed and Paid-up Equity Shares of nominal value of Rs. 5/- (Rupees Five Only) / Rs.10/- (Rupees Ten) 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 subdivided into 5 (Five) /10 (Ten) Equity Shares of nominal value of Re. 1/- (Rupee One Only) each fully paid up as the case may, as given below:

Details of Sub-Division/Stock Split

Particulars	Pre Sub-Division Equity Shares (After Re-classification)	Pre Sub-Division Equity Shares (After Re-classification)	Pre Sub-Division Equity Shares (After Re-classification)	Post Sub-Division Equity Shares	Post Sub-Division Equity Shares	Post Sub-Division Equity Shares
	No. of Equity Shares	Face Value (in Rs.)	Equity Share Capital (in Rs.)	No. of Equity Shares	Face Value (in Rs.)	Equity Share Capital (in Rs.)
*Authorised Share Capital (Equity)	2,40,00,000 30,00,000	Rs. 5/- Rs.10/-	Rs. 12,00,00,000/- Rs. 3,00,00,000/-	15,00,00,000	Re. 1/-	Rs. 15,00,00,000/-
			Rs. 15,00,00,000/-			Rs. 15,00,00,000/-
Paid up Capital (Equity)	2,31,27,246	Rs. 5/-	Rs. 11,56,36,230/-	11,56,36,230	Re. 1/-	Rs. 11,56,36,230/-

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RESOLVED FURTHER THAT upon sub-division of equity shares as aforesaid, the existing share certificates of the equity shares of the face value of Rs. 5/- (Rupees Five Only) each in the physical form shall be deemed to have been automatically cancelled and be of no effect from the Record date, and no letter of allotment shall be issued to the allottees of the new equity shares of Re.1/- (Rupee One only) each on sub-division and the Company without requiring the surrender of the old/existing share certificate(s), directly issue and dispatch the new share certificates of the Company, in lieu of such old/existing share certificates within the period prescribed or that may be prescribed in this behalf, from time to time and in the case of shares held in dematerialized form, the number of sub-divided Equity Shares be credited to the respective beneficiary accounts of the shareholders with the Depository Participants, in lieu of the existing credits representing the Equity Shares before subdivision.

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 of the 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.

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution and to file the requisite returns/forms with the Registrar of Companies/MCA under the provisions of the Companies Act, 2013 and to intimate the concerned stock exchange as per listing regulations wherever required."

3. To approve the Alteration in Capital Clause of Memorandum of Association

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

" RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification or re-enactment(s) thereof for the time being in force), the existing Clause V of the Memorandum of Association of the Company be substituted with the following Clause:

• V. The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of Re. 1/- (Rupee One only) each with the rights, privileges and conditions attached thereto as are provided by Articles of Association of the Company for the time being in force , with power to increase and reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred, Qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary 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 and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give, from time to time, such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Officer(s) of the Company as may be required to give effect to the above resolution.

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution and to file the requisite returns/forms with the Registrar of Companies/MCA under the provisions of the Companies Act, 2013 and to intimate the concerned stock exchange as per listing regulations wherever required."

By Order of the Board

For Precision Wires India Limited

Sd/-

Mahendra R. Mehta Chairman

(DIN: 0003558)

Place: Mumbai Dated: 03rd November, 2021

NOTES:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('Act'), as amended read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended ('SEBI LODR Regulations'), which sets out details relating to Special Business (being considered unavoidable by the Board of Directors) at the meeting, is annexed hereto and forms part of the notice.

2. In compliance with the MCA Circulars, the Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) /depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Friday, 5th November, 2021. As per the MCA Circulars and on account of the threats posed by the COVID-19 pandemic, physical copies of the Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to the members for this Postal Ballot.

The Notice shall also be uploaded on the website of the Company at www.precisionwires.com and on the website of BSE Limited and National Stock exchange of India Limited i.e. www.bseindia.com and www.nseindia.com respectively. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this Notice

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1. The document(s) referred to in the Postal Ballot Notice and Explanatory Statement, if any, will be available for inspection at the Company's Registered Office and copies thereof shall also be available for inspection at the Registered of the Company on all working days, except Saturdays, Sundays and public holidays, between 11:00 a.m. and 1:00 p.m. till Friday, 10th December, 2021 subject to available relaxations, if any granted by local authorities in view of restrictions imposed due to outbreak of the pandemic. Members seeking to inspect can send an email to Company at investorgrievances@pwil.net

2. To comply with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, SS-2 and MCA Circulars, the Members are provided with the facility to cast their vote electronically through remote e-Voting services provided by NSDL. Instructions for remote e-Voting are provided in the Notice.

3. The voting rights of the Members shall be reckoned in proportion to their shares of the paid-up equity share capital as on ut-off c date i.e., Friday, 5th November, 2021 being the 'cut-off date' fixed for this purpose. Any person who is not a Member as on ut-off c date should treat this notice for information purpose only.

4. The voting period will commence from Wednesday, 10th November, 2021, IST at 10.00 a.m. and end on Saturday, 11th December, 2021, IST at 5.00 p.m. The e-Voting module shall be disabled for voting thereafter.

5. The Company has appointed Mrs. Ragini Chokshi of M/s. Ragini Chokshi & Co., Practicing Company Secretary, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.

The Members desiring to vote through remote e-Voting are requested to refer to the detailed procedure given hereinafter.

1. The Scrutinizer shall, after conclusion of the voting period, prepare report of the votes cast in favour or against, if any, and submit the same to the Chairman of the Company or any person authorized by him. The results of the e-Voting by Postal Ballot will be announced not later than 48 working hours of the conclusion of the e-Voting. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Saturday, 11th December, 2021, being the last date specified by the Company for e-Voting.

2. The declared results along with the report of Scrutinizer shall be intimated to BSE Limited where the shares of the Company are listed and will be uploaded on www.bseindia.com. Additionally, the results will also be uploaded on the Company's website at www.precisionwires.com.

3. The Instructions for Members for e-Voting are as under:

4. a. Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of Listing Regulations, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed through postal ballot by electronic means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, 5th November, 2021 the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. Members may cast their votes on electronic voting system from any place other than the venue of the meeting (remote e-Voting). The remote e-Voting period will commence at 9:00 a.m. on Wednesday, 10th November, 2021 and will end at 5.00 p.m. on Saturday, 11th December, 2021.

5. b. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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 and joining virtual meeting 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	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. 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 ofNSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available at Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com https://eservices.nsdl.com. https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

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Type of Shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	3. 4.	Visit the e-Voting website ofNSDL. Open web browser by typing the following URL: 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 withNSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected toNSDL 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 ofNSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also downloadNSDLMobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. https://www.evoting.nsdl.com/ NSDL Mobile App is available on
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	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 are or 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 ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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.NSDLwhere the e-Voting is in progress. https://web.cdslindia.com/myeasi/home/login www.cdslindia.com https://web.cdslindia.com/myeasi/Registration/EasiRegistration www.cdslindia.com
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 withNSDL/CDSLfor e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected toNSDL/CDSLDepository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e- Voting service provider i.e.NSDLand you will be redirected to e-Voting website ofNSDLfor 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

Login type		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 at or call at toll free no.: 1800 1020 990 and 1800 22 44 30 evoting@nsdl.co.in
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 or contact at 022-23058738 or 022-23058542-43 helpdesk.evoting@cdslindia.com

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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?

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.

4. 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.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDLor 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 who hold 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. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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.

4. 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.

5. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

6. 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.

7. b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. 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.

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

10. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

11. Now, you will have to click on "Login" button.

12. After you click on the "Login" button, Home page of e-Voting will open.

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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.

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 ragini.c@rediffmail.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 call on toll free nos. :- 1800 1020 990 and 1800 22 44 30 or contact Mr. Amit Vishal, Senior Manager - NSDL at amitv@nsdl.co.in or Ms. Pallavi Mhatre, Manager, NSDL at pallavid@nsdl.co.in 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 (Company email id).

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 (Company email id). 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 and joining virtual meeting 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.

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

Item No. 1

The Board of Directors vide resolution passed by the Board in their meeting dated 03rd November, 2021 decided re-classify un-issued capital included in the Authorised Capital of the Company, with the approval of the shareholders. The Authorised Capital of the Company, at present, is Rs. 15,00,00,000/- (Rupees Fifteen Crores) comprising of 2,40,00,000 (Two Crores Forty Lakhs) equity shares of face value of Rs. 5/- (Rupees Five) each and 30,00,000 (Thirty Lakhs) Unclassified Shares of Rs. (Rupees 10 each). The Company with the objective to augment the long-term resources to finance its business operations and at the same time for financing Working Capital requirement for general Corporate Purposes, is chalking down various fund raising options that involves issuance of Equity Shares. Accordingly, it is deemed appropriate to classify the unclassified Shares included in the Authorised Capital of the Company and for that purpose, the Memorandum of Association of the Company is proposed to be altered in the manner specified in resolution at Item No. 1 of the accompanied notice. The alteration in the Memorandum of Association of the Company is only consequential changes to reflect the proposed classification in the Authorised share capital of the Company. Save and except for the shares of the Company held by them, none of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way, concerned or interested, financially or otherwise, in the said resolution.

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Item No. 2

Equity shares of the Company are listed and are being traded on both Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited. In order to improve the liquidity of the Company's share and to make it more affordable for small investors as also to broad base the small investors, the Board of Directors of the Company, in its meeting held on 03rd November, 2021 has recommended to sub-divide (split) the nominal value of each Equity Share having a present face value Rs. 5/- (Rupees Five Only) each into 5 (Five) Equity Shares of Re.1/- (Rupee One Only) each, subject to the approval of the Members. Further the Unissued and unlisted Equity shares of Rs.10/- each be also sub-divided in 10 (Ten) Equity Shares of Re.1/- (Rupee One) each. Article 8 of the Articles of Association of the Company permits sub-division of shares subject to approval of Members.

The Record Date for the aforesaid sub-division of the Equity Shares will be fixed after obtaining the approval from members of the Company through postal ballot.

Upon approval of the shareholders for sub-division of equity shares, in case the equity shares are held in physical form, the old share certificate(s) of face value of Rs. 5/- each will stand cancelled on the record date and the new share certificate(s) of nominal value of Re. 1/- each, fully paid-up, will be dispatched to the shareholders. In case the equity shares are in dematerialized form, the subdivided equity shares will be directly credited to the shareholder's demat account on the record date in lieu of their existing equity shares.

Save and except the above, none of the Directors or their relatives and Key managerial personnel or their relatives are, in any way, concerned or interested in the resolutions set out at Item No. 2 of the accompanying Notice.

Accordingly, the Board recommends passing of the Resolution set out in Item No. 2 of the accompanying Notice as ordinary resolution.

Item No. 3

The proposed Sub-division of the equity shares of Rs. 5/- (Rupees Five only) each into five equity shares of Re. 1/- (Rupee One) each and Sub-division of unissued equity shares of Rs. 10 (Rupees Ten) each into 10 (Ten) Equity Shares of Re. 1/- (Rupee One) each requires amendment in Capital Clause (Clause v) of Memorandum of Association of the Company.

Accordingly, Clause V of the Memorandum of Association is proposed to be amended as set out in Item No. 2 of the accompanying Notice reflecting the corresponding changes in the Authorized Share Capital of the Company consequent to the proposed reclassification and Sub-division i.e. from Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of Rs. 5/- (Rupees Five) each and 30,00,000 (Thirty Lakhs) unclassified Shares of Rs. 10/- (Rupees Ten) each to 15,00,00,000/- (Rupees Fifteen Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of Re. 1/- (Rupee One).

Save and except the above, none of the Directors or their relatives and Key managerial personnel or their relatives are, in any way, concerned or interested in the resolutions set out at Item No. 3 of the accompanying Notice.

Accordingly, the Board recommends passing of the Resolution set out in Item No. 3 of the accompanying Notice as special resolution.

By Order of the Board For Precision Wires India Limited

Sd/-

Mahendra R Mehta Chairman DIN: 0003558

Place: Mumbai Dated: 03rd November, 2021

PRECISION WIRES INDIA LIMITED

Registered Office: Saiman House, J A Raul Street, Off Sayani Road, Prabhadevi, Mumbai 400 025. (CIN: L31300MH1989PLC054356)

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