Precision Wires India ltd. — Proxy Solicitation & Information Statement 2023

Jan 6, 2023

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: 06th January, 2023

BSE Limited (BSE)	The Manager,
1stCorporateRelationshipDepartment,	Listing Department
Floor, New Trading Ring,	National Stock Exchange of India Limited
Rotunda Building, P.J.Towers, Dalal Street,	(NSE)
Fort, Mumbai-400 001	'Exchange Plaza', C-1, Block G, Bandra - Kurla
	Complex, Bandra (E), Mumbai – 400 051.
Company Code : 523539	Symbol : PRECWIRE

Dear Sir/Madam,

Subject: Intimation to date of Extra Ordinary General Meeting (EGM) and Submission of Notice of EGM, along with date of Voting and cut off date

With regard to captioned subject matter and in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, we are enclosing herewith a copy of notice of Extra Ordinary General Meeting of the Company scheduled to be held on Monday, 30th January, 2023 at 02.30 pm through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). The Notice of EGM has also been dispatched to the Shareholder today after approval of same by the Board of Directors.

Pursuant to Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, The cut-off date for the purpose of E voting and EGM is 24th January, 2023. Further Register of Members and the Share Transfer Books of the Company will remain closed during the period as mentioned below:

Script Code	Cut Off Date	Purpose
523539/PRECWIRE	Tuesday, 24th January, 2023	Extra Ordinary General Meeting
		and E voting

You are requested to take same on record.

Kindly take the same on record.

For and on Precision Wires India Limited

Deepika Rohit Pandey Digitally signed by Deepika Rohit Pandey Date: 2023.01.06 17:21:57 +05'30'

Deepika Pandey Company Secretary & Compliance Officer

Encl: as above

MILAN PRECISION WIRES INDIA LIMITED

(CIN: L31300MH1989PLC054356) PRECISION

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 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

NOTICE

NOTICE is hereby given that the Extra-Ordinary General Meeting of the Members of Precision Wires India Limited will be held on th Monday, 30 day of January, 2022 at 2.30 P.M. IST through Video Conference ("VC") / Other Audio-Visual Means ("OAVM") facility to transact the following items of business:

Special Business:

1. To consider and approve further issue of equity shares on preferential basis

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

"RESOLVED THAT pursuant to Sections 23(1)(b), 62(1)(c), read with section 42 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and in accordance with the provisions of the Memorandum and Articles of Association of the Company and in accordance with the provisions on preferential issue as contained in Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended ("SEBI ICDR Regulations"), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations") the listing agreements entered into by the Company with the BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") on which the Equity Shares of the Company having face value of Rs.1/- (one) each ("Equity Shares") are listed and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued there under from time to time by the Ministry of Corporate Affairs ("MCA"), Securities and Exchange Board of India ("SEBI") and/ or any other competent authorities, (hereinafter referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and subject to such approval(s), consent(s), permission(s) and/or sanction(s), if any, of any statutory / regulatory authorities, Stock Exchange(s), SEBI, institutions, or bodies, as may be required and subject to such terms and condition(s), alteration(s), correction(s), change(s) and/or modification(s) as may be prescribed by any of them while granting such consent(s), permission(s) or approval(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board', which terms shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution, consent of the Members of the Company hereby accorded to the Board and is hereby authorized in its absolute discretion to create, offer, issue and allot up to 52,03,630 (Fifty Two Lakhs Three Thousand and Six Hundred and Thirty Shares) equity shares having face value of Rs. 1/- (Rupees One) each fully paid-up ("Equity Shares") at a premium of Rs. 72.29 (Seventy Two Rupees and Twenty Nine Paise) each on such terms and conditions as may be deemed appropriate by the Board on preferential basis to:

Sr. No.	Name of Party	No of Shares (% of Capital)
1.	Four Dimension Securities (India) Limited	2601815 (1.5% of Paid up Capital)
2.	Singularity Holdings Limited	2601815 (1.5% of Paid up Capital)

price being not less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations or such higher price determined on such terms and conditions as may be decided and deemed appropriate by the Board at the time of issue or allotment in accordance with the provisions of SEBI ICDR Regulations, or other applicable laws in this respect.

"RESOLVED FURTHER THAT in accordance with SEBI ICDR Regulations, the 'Relevant Date' for determination of the issue th price of Equity Shares, shall be, 30 December, 2022 being the date 30 (Thirty) days prior to the meeting of members of the Company is to be held to consider the Preferential Issue of equity shares and the issue price determined in accordance with SEBI ICDR Regulations."

"RESOLVED FURTHER THAT the Equity Shares to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu (including as to entitlement to voting powers and dividend) in all respects with the existing equity shares of the Company and the shares so issued offered and allotted be in dematerialized form".

"RESOLVED FURTHER THAT the Equity Shares allotted on preferential basis shall be locked-in for such period as prescribed in SEBI ICDR Regulations"

"RESOLVED FURTHER THAT the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India (RBI)/Securities and Exchange Board of India (SEBI)/ Financial Institutions/Investment Institutions and/or such other appropriate authority may impose at the time of their approval and as agreed to by the Board."

"RESOLVED FURTHER THAT the said equity shares shall be issued and allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this resolution, provided that where the allotment of the said equity shares is pending on account of pendency of any approval for such allotment by any regulatory authority, the allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals."

"RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid special resolution under Sections 42 and 62 of the Companies Act, 2013, any of the executive Director and/ or Company Secretary (which term shall include any duly constituted and authorized Committee thereof) of the Company be and is hereby authorized to take such steps and to do all such other acts, deeds, matters and things and accept any alteration(s) or amendment(s) or correction(s) or modification(s) and to execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution including intimating the concerned authorities or such other regulatory body and for matters connected therewith or incidental thereto and also to seek listing of such equity shares on BSE/NSE where the shares of the Company are listed."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds and things as may be required in connection with the aforesaid resolution, including issue of offer letter, making necessary filings with the stock exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint any merchant bankers or other professional advisors, consultants and legal advisors to give effect to the aforesaid resolution."

"RESOLVED FURTHER THAT Board of Directors of the Company be and hereby authorize Stakeholder Relationship Committee to Allot the said Equity Shares and also give approval is regards to other allied matters as may be required from time to time in this regard to complete the said allotment of Equity Shares on Preferential Basis."

"RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorizes any of the Executive Directors and / or Company Secretary of the Company to agree and accept all such terms, condition(s), modification (s) and alteration(s) as may be stipulated by any relevant authorities while according approval or consent to the issue as may be considered necessary, proper or expedient and give effect to modification (s) and to resolve and settle all questions, difficulties or doubts that may arise in this regard in the implementation of this resolution for issue and allotment of equity shares on preferential basis and to do all acts, deeds and things in connection therewith and incidental thereto without being required to seek any further consent or approval of the members of the Company to the intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

For and behalf Precision Wires India Limited

Deepika Pandey Company Secretary & Compliance Officer

Date: 06.01.2023

NOTES:

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") setting out material facts relating to the business stated under Item Nos. 1 is annexed hereto.
• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has its General Circular numbers 20/2021 th rd st th dated 8 December, 2021, 10/2021 dated 23 June, 2021, 39/2020 dated 31 December, 2020, 33/2020 dated 28 September, th th th 2020, 22/2020 dated 15 June, 2020, 17/2020 dated 13 April, 2020, and 14/2020 dated 8 April, 2020 issued by the Ministry of Corporate Affairs (MCA) (collectively referred to as "MCA Circulars") and Circular No. SEBI/H/CFD/CMD1/CIR/P/2020/79 dated th th 12 May, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021 issued by Securities and Exchange Board of India ('SEBI Circular') permitted the holding of the Extra-Ordinary General Meeting ("EGM") through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and MCA Circulars, the EGM of the Company is being held through VC/OAVM.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as voting during the EGM will be provided by NSDL.
• 1. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (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. who are allowed to attend the EGM without restriction on account of first come first served basis.

• 1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 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.
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, Link Intime India Private Limited ("Linkintime") for assistance in this regard.
• 1. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to the RTA/Company.
• 1. To promote green initiative, Members who have not registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in electronic form and with Linkintime, in case the shares are held in physical form.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Linkintime in case the shares are held by them in physical form.
• 1. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website . Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to Linkintime in case the shares are held in physical form. https://www.precisionwires.com
• 1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Linkintime, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.
• 1. Pursuant to the directions/notifications of Securities and Exchange Board of India (SEBI) and Depositories, the demat account holders can operate their accounts if they had already provided Income Tax Permanent Account Number either at the time of opening of the account or at any time subsequently. In case they have not furnished the Income Tax Permanent Account Number to the Depository Participants, such demat account holders are requested to contact their DPs with a photocopy of the PAN Card (with original PAN Card for verification), so that the frozen demat accounts would be available for operation and further consequences of non-compliance with the aforesaid directives would be obviated. SEBI, vide Circular ref.no. MRD/Dop/Cir-05/2009 dated May 20, 2009 made it mandatory to have PAN particulars for registration of physical share transfer requests. Based on the directive contained in the said circulars, all share transfer requests are therefore to be accompanied with PAN details. Members holding shares in physical form can submit their PAN details to the Company / RTA.
• 1. The Notice calling the EGM has been uploaded on the website of the Company at . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at and respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. . All documents referred to in the accompanying Notice shall be open for inspection by the Members by writing an e-mail to the Company . www.precisionwires.com www.bseindia.com www.nseindia.com www.evoting.nsdl.com investorgrievances@pwil.net
• th 16. Shareholders/Members can send tentative question by 28 January, 2023 by writing an email to the Company at . investorgrievances@pwil.net
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020 (collectively referred to as "MCA Circulars"), EGM Notice is being sent only through electronic mode to those Members whose email addresses are registered with st the Company / Depositories as on 31 December, 2022. Members whose email IDs are not registered with the Company/Depositories are requested to follow the process provided further for registration of email IDs with the depositories for procuring user ID & password and registration of email IDs for e-Voting for the resolutions set out in this notice.
• 1. Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
• 1. The Company has appointed M/s Ragini Chokshi & Co, Practicing Company Secretary to provide Compliance Certificate as Required pursuant to SEBI (Issue of Capital and Disclosure Requirement), 2018 in relation to issue of equity Shares on preferential basis. The said Compliance Certificate is also uploaded on the website of the Company i.e. www.precisionwires.com.

Further the M/s Ragini Chokshi & Co., is also appointed as Scrutinizer for the purpose of scrutinizing the remote e voting and e-Voting at the EGM. The Report of Scrutinizer will be submitted to the Chairman of the Company within 48 hours from the Closure of EGM and will also be submitted to the all the stock exchanges where the shares of the Company are Listed.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

th th The remote e-Voting period begins on Friday, 27 January, 2023 (9:00 a.m. IST) and ends on Sunday, 29 January, 2023 (5:00 p.m. IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter.

th The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, 24 January, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their shares in the paid-up th equity share capital of the Company as on the cut-off date, being Tuesday, 24 January, 2023.

Any person, 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, may obtain the login ID and password by sending a request at . However, if he/she is already registered with NSDL for remote e-Voting then he/she can use his/her existing User ID and password for casting the vote. evoting@nsdl.co.in

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
Individual Shareholdersholdingsecuritiesindemat mode with NSDL.	1.Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither 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 willprompt you to enter your existing User ID and Password. After successful authentication, youwill be able to see e-Voting services under Value added services. Click on "Access toe-Voting" under e-Voting services and you will be able to see e-Voting page. Click on companyname or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website ofNSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the meeting.
	2.If youarenot registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select"RegisterOnlineforIDeASPortal"orclickathttps://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 homepage 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 VerificationCode as shown on the screen. After successful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Click on company name or e-Votingservice provider i.e. NSDL and you will be redirected toe-Voting website of NSDL forcasting your vote during the remote e-Voting period or joining virtual meeting & voting during themeeting.
	4.Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility byscanning the QR code mentioned below for seamless voting experience.
	NSDL Mobile App is available on
Individual Shareholdersholdingsecuritiesindemat mode with CDSL	1.Existing users who have opted for Easi / Easiest, they can login through their user id andpassword. Option will be made available to reach e-Voting page without any furtherauthentication.TheURLforuserstologintoEasi/Easiestarehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New SystemMyeasi.

Type of Shareholders	Login Method
Individual Shareholdersholdingsecuritiesindemat mode with CDSL	2.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 castyour vote.
	3.If theuser is notregistered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page by providing demat AccountNumber and PAN No. from a link inwww.cdslindia.comhome page. The system willauthenticate the user by sending OTP on registered Mobile & Email as recorded in thedemat Account. After successful authentication, user will be provided links for the respectiveESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders(holdingsecuritiesindematmode)loginthrough their depositoryparticipants	You can also login using the login credentials of your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able tosee e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depositorysite after successful authentication, wherein you can see e-Voting feature. Click on companyname or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website ofNSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring 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 Shareholdersholdingsecuritiesindemat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholdersholdingsecuritiesindemat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com 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?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: either on a Personal Computer or on a mobile. https://www.evoting.nsdl.com/
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. 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 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. https://eservices.nsdl.com/

1. 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 indemat account with NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client ID is 12****** then youruser ID is IN30012***.
b)	For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example if your Beneficiary ID is 12************** then your user ID is12**************
c)	For Members who hold shares inPhysical Form.	EVEN Number followed by Folio Number registered with the companyFor example if folio number is 001*** and EVEN is 101456 then user ID is101456001***

• 1. 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.
• 1. 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 mentioning your demat account number/folio number, your PAN, your name and your registered address etc. evoting@nsdl.co.in
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. 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.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 with a copy marked to evoting@nsdl.co.in
• 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 to reset the password. www.evoting.nsdl.com
• 1. 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 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 or Ms. Pallavi Mhatre, Manager, NSDL at at www.evoting.nsdl.com amitv@nsdl.co.in pallavid@nsdl.co.in 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).
• 1. 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.

• 1. 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 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 or Ms. Pallavi Mhatre, Manager, NSDL at 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: www.evoting.nsdl.com amitv@nsdl.co.in pallavid@nsdl.co.in
  • 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).
  • 1. 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 (selfattested 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.
  • 1. Alternatively shareholder/members may send a request to for procuring user id and password for e-Voting by providing above mentioned documents. evoting@nsdl.co.in
  • 1. 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

As required by Section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all the material facts relating to the business mentioned under Item Nos. 1 of the accompanying Notice.

Item No. 1:

th The Board of Directors of the Company, in its meeting held on 06 January, 2023, subject to the approval of the members of the Company and such other approvals as may be required, approved the proposal for raising funds by way of issuance and allotment of upto 52,03,630 (Fifty Two Lakh three thousand Six hundred and thirty) equity shares on preferential basis to Non-Promoter Investors mentioned below:

Sr. No.	Name of Party	No of Shares (% of Capital)
1.	Four Dimension Securities (India) Limited	2601815 (1.5% of Paid up Capital)
2.	Singularity Holdings Limited	2601815 (1.5% of Paid up Capital)

Since the Company is a listed Company, the proposed Preferential Issue is in terms of the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (as amended), and other applicable provisions, if any and Sections 42 and 62(1)(c) of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014.

The information as required under SEBI (ICDR) Regulations and as per the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are given below:

Objects of the Preferential issue

The Company proposes to raise funds through issue of fresh equity shares on preferential basis to meet the funding requirement for its ongoing and future expansion, modernization projects, any other projects and/or long term business investments and General Corporate Purpose including Working Capital requirement of the Company.

Maximum number of specified securities to be issued

th The Board of Directors in its meeting held on 06 January, 2023 had approved the issue of equity shares and accordingly proposes to issue and allot in aggregate up-to 52,03,630 (Fifty Two Lakh hree housand Six undred and hirty) Equity Shares of the face value of Rs.1/- (Rupees One Only) each ("the Equity Shares") at a premium of Rs. 72.29 (Seventy Two Rupees and Twenty Nine Paise) (being not less than the price calculated in terms of ICDR Regulations) to Non-Promoter Investors on a preferential basis. T T H T

Amount which the company intends to raise by way of such securities;

Rs. 38,13,74,042 (Thirty Eight Crore Thirteen Lakhs Seventy Four Thousand and Forty Two Rupees).

Intention of promoters / directors / key managerial personnel to subscribe to the offer:

Any of the promoters or key managerial personnel does not intend to subscribe to the offer. Below mentioned is Pre and Post Shareholding pattern:

			# Pre-Issue Equity		$ Post Equity Issue
Sr.No.	Category	No. ofshares held	% ofshareholding	No. ofshares held	% ofshareholding
A	Promoter Holding
1.	Indian	103496744	59.67	103496744	57.93
	Individuals/PAC	-	-	-	-
	Bodies Corporate	-	-	-	-
	Any Other	-	-	-	-
	Sub Total A 1	103496744	59.67	103496744	57.93
2.	Foreign Promoter
	Individuals / NRI / Foreign Individuals/PAC	-	-	-	-
	Bodies Corporate	-	-	-	-
	Sub Total A 2	-	-	-	-
	Total Promoters Group A= A1+A2	103496744	59.67	103496744	57.93
B	Public/Non-Promoters' Shareholding
1.	Institutional Investors
A	Mutual Funds/Banks/FI	122251	0.07	122251	0.07
B	FII's	1344202	0.77	1344202	0.75
	Sub Total B 1	-	-	-	-
2.	Non Institutions
	Individual share capital upto Rs. 2 Lacs	34107866	19.66	34107866	19.09
	Individual share capital in excess of Rs. 2 Lacs	22339477	12.88	22339477	12.50
	Non-Resident Indian (NRI)	2731023	1.57	2731023	1.53
	Clearing Members	87219	0.05	87219	0.05
	Foreign Bodies Corporate	-	-	-	-
	Indian Bodies Corporate	5576982	3.22	10780612	6.03
	Foreign Nationals	-	-	-	-
	Others (HUF, NBFC and Trusts)	3648581	2.10	3648581	2.04
	Sub Total B 2	69957601	40.33	75161231	42.07
	Total Public Shareholding B-B1+B2
	GRAND TOTAL A+B	173454345	100.00	178657975	100.00

Proposed time within which the allotment shall be completed:

As required under the ICDR Regulations, the Company shall complete the allotment of equity shares as aforesaid on or before the expiry of 15 days from the date of passing of the special resolution by the shareholders granting consent for preferential issue or in the event allotment of equity shares would require any approval(s) from any regulatory authority or the Central Government, within 15 days from the date of such approval(s), as the case may be.

The name of the proposed allottees, the identities of the persons who are the ultimate beneficial owners of the shares and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them as follows:

Sr.No.	Details of Subscriber	UltimateBeneficialOwner of theproposed Allotte(s)	Pre-issueholding	% toPre-issueCapital	No of equitysharesproposedto beissued	% to postissuecapital
1	Four Dimension Securities (India) Limited	Mr. Ashwin Kothari & Mr. Rohit Kothari	Nil	Nil	2601815	1.50
2	Singularity Holdings Limited	Mr. Ashwin Kothari & Mr. Rohit Kothari	Nil	Nil	2601815	1.50

Undertakings

In terms of SEBI (ICDR) Regulations, 2018, the Company hereby undertakes that:

It shall re-compute the price of the Equity Shares issued in terms of the provisions of SEBI (ICDR) Regulations, where it is required to do so.

If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the underlying Equity Shares shall continue to be locked- in till the time such amount is paid by the proposed allottees.

The total number of shares or other securities to be issued

th The Board of Directors in its meeting held on 06 January, 2023 had approved the issue of equity shares and accordingly proposes to issue and allot in aggregate upto 52,03,630 (Fifty Two Lakh hree housand Six undred and hirty) Equity Shares of the face value of Rs.1/- (Rupees One Only) each ("the Equity Shares") to Non-Promoter Investors on a preferential basis in compliance with applicable provisions of SEBI (ICDR) Regulations. T T H T

Terms of Issue of the Equity Shares, if any

The Equity Shares allotted in terms of this resolution shall rank pari passu with existing equity shares of the Company in all respects.

Pricing of Preferential Issue:

The Board has fixed the price of Rs. 73.29 (Seventy Three Rupees and Twenty Nine Paise) per equity share

Basis on which the price would be arrived at

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited ("NSE") (together referred to as the "Stock Exchanges"). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and NSE, being the Stock Exchange with higher trading volumes for the said period, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations. Further, in terms of Regulation 166A of SEBI (ICDR) Regulations, the said preferential issue, will result in allotment of more than five per cent of the post issue fully diluted share capital of the Company, to an allottee or to allottees acting in concert, and the same shall require a valuation report from an independent registered valuer for determining the price.

In terms of the applicable provisions of the Chapter V of SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, the minimum price for the preferential issue of each equity share to be issued shall be a price, being higher of the following:

a. Average of 90 trading days of volume weighted average price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date is Rs. 64.72 (Sixty Four Rupees and Seventy Two Paise); or

Average of 10 trading days of volume weighted average price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date is Rs. 73.29 (Seventy Three Rupees and Twenty Nine Paise).

The said Valuation Report is uploaded on the Investor Relations page on the website of the Company i.e. www.precisionwires.com

The Board has fixed the price as Rs. 73.29 (Seventy Three Rupees and Twenty Nine Paise) per equity share and the said price fixed by the Board is highest of the above two prices calculated in terms of the ICDR Regulation and other applicable provisions.

Name and address of valuer who performed valuation;

Pursuant to the provision of SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, the Company has th obtained a Valuation Report dated 05 January, 2023 issued by a Registered Valuer namely Dharmesh Lalitkumar Trivedi, registration no. IBBI/RV/06/2019/11302 having office situated at 13/22, Navjeevan society, lamington Road, Mumbai - 400008.

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable as the Company has not proposed to issue the shares for consideration other than cash.

Relevant Date

In terms of the provisions of Chapter V of the ICDR Regulations, relevant date for determining the floor price for this Preferential th Allotment of equity shares is 30 December, 2022 being the 30 days prior to the date of Extra Ordinary General Meeting.

Class or Classes of Persons to whom the allotment is proposed to be made

The allotment is proposed to be made to the Non-Promoter Investors as mentioned below:-

Sr. No.	Name of Party	No. of Shares	Category	Amountto be received(Rs.)
1	Four Dimension Securities (India) Limited	2601815	Non Promoter	19,06,87,021
2	Singularity Holdings Limited	2601815	Non Promoter	19,06,87,022

Change in control if any consequent to preferential issue

The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or control of the Company as a result of the proposed preferential issue.

However, the percentage of shareholding and voting rights exercised by the shareholders of the Company will change in accordance with the change in the shareholding pattern pursuant to the Preferential Allotment.

During the year, no preferential allotment has been made to any person.

Lock-in period

The Shares to be offered issued and allotted shall be subject to Lock-in as provided under the provisions of ICDR Regulations. The entire pre preferential shareholding of the above allottees, if any, shall be locked-in from the relevant date up to the period of 6 months from the date of trading approval as per Regulation 167 of the ICDR Regulations.

Certificate from Practicing Company Secretaries

A certificate from M/s Ragini Chokshi & Co., Practicing Company Secretaries certifying that the issue of equity shares on preferential basis is being made in accordance with requirements of Chapter V of the SEBI ICDR Regulations, 2018 shall be available for inspection at the Registered office of the Company on all working days (excluding Saturdays and Sundays) during 10:00 A.M. to 5:00 P.M. up to the date of Extra Ordinary General Meeting and all also be available during the Extraordinary General Meeting.

The said Certificate will be uploaded on the Investor Relations page on the website of the Company i.e. before the Extra Ordinary General Meeting. www.precisionwires.com

Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.

None of the other Directors, Key Managerial Personnel and their relatives is concerned or interested in the resolution, except as holders of shares in general or that of the companies, firms, and/or institutions of which they are directors, partners or members and who may hold shares in the Company.

Other disclosures

In accordance with SEBI ICDR Regulations, The Company has not made any preferential allotment in the financial year.

Neither the Company nor any of its Promoters and Directors has been declared as a willful defaulter or a fraudulent borrower or a fugitive economic offender.

The Company has obtained Valuation Report from the registered valuer as required under the provisions of Companies Act, 2013 read with the rules made there under, Articles of Association of the Company.

The pre- preferential allotment of the person holding the shares are in dematerialized form.

The Regulation 166A of the Chapter V of SEBI ICDR Regulations are not applicable as the Company is not being allotted more than 5% of the post issue fully diluted share capital of Company to an allottee or to allottees acting in concert.

The issue of Equity Shares shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Companies Act, 2013 and relevant regulations of SEBI (ICDR) Regulations and shall be made in a dematerialized form only.

The Board of Directors of the Company believes that the proposed preferential issue is in the best interest of the Company and its members. The Board of Directors recommends the passing of the resolutions as set out in Item No.1 as special resolution for your approval.

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

By Order of the Board. For Precision Wires India Limited

Sd/-

Mahendra R Mehta Chairman DIN: 0003558

Place: Mumbai th Dated: 06 January, 2023

PRECISION WIRES INDIA LIMITED

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