PTC Industries Ltd. - Proxy Solicitation & Information Statement 2024

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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To,

BSE Limited National Stock Exchange of India Limited Department of Corporate Services (Listing) Listing Department First Floor, New Trading Wing, Rotunda Building, Exchange Plaza, C-1, Block-G, BKC, Bandra (E), P J Towers, Dalal Street, Fort, Mumbai - 400001. Mumbai-400051 Scrip Code: 539006 Symbol: PTCIL

Subject : Notice calling the Extra-Ordinary General Meeting scheduled to be held on Thursday, August 08, 2024.

Dear Sir/ Madam,

Pursuant to Regulations 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulation”) we are enclosing the Notice of Extra-Ordinary General Meeting (“EGM”) along with the Explanatory Statement of the Company scheduled to be held on Thursday, August 08, 2024 , at 03:00 PM, through Video Conferencing ('VC')/ Other Audio-Visual Means ('OAVM'). The Notice along with Explanatory statement has been dispatched electronically on Wednesday, July 17, 2024, to the members whose Email-IDs are registered with the Company, Registrar and Transfer Agent of the Company, or the Depositories. The Company shall be providing facilities to its shareholders to exercise their right to vote on all businesses proposed at the EGM by electronic means, by using a remote e-voting facility and e-voting facility at EGM. The said facility is being provided by Central Depository Services Limited (“CDSL”).

Further, in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations, and in terms of Circulars issued by SEBI, the Company has fixed Friday, August 02, 2024 as the cut-off date to determine the eligibility of the members to cast their vote by remote e-Voting and e-Voting during the Extra-Ordinary General Meeting scheduled to be held on Thursday, August 08, 2024 at 03:00 PM through VC/OAVM Facility. The remote e-voting period shall commence on Monday, August 05, 2024, at 9.00 A.M. (IST) and will end on Wednesday, August 07, 2024, at 5.00 P.M. (IST) , and the shareholders of the Company as at the Cut-off date i.e., Friday, August 02, 2024 , shall be eligible to vote using the remote e-voting facility.

The attached Notice of EGM along with the Explanatory Statement is available on the Company's website www.ptcil.com.

Kindly take the same on your records.

Yours faithfully

For PTC Industries Limited

Digitally signed by PRAGATI GUPTA PRAGATI GUPTA AGRAWAL AGRAWAL Date: 2024.07.17 18:49:20 +05'30'

Pragati Gupta Agrawal Company Secretary and Compliance Officer

Place: Lucknow Date: July 17, 2024

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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Notice of Extra-Ordinary General Meeting

NOTICE is hereby given that the Extra-Ordinary General Meeting (‘ EGM’ ) of the Members of PTC Industries Limited (“ Company ”) will be held on Thursday, August 08, 2024, at 03:00 PM through Video Conference (VC)/ Other AudioVisual Means (OAVM) facility, to transact the businesses as mentioned below.

The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company at NH-25A, Sarai Sahjadi, Lucknow, Uttar Pradesh – 227101, India, which shall be the deemed venue of the EGM.

Special Business:

Item No. 1 : Reappointment of Mr. Vishal Mehrotra as an Independent Director

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

“RESOLVED THAT pursuant to provisions of Sections 149, 152 of the Companies Act, 2013, and the Rules made thereunder, read with Schedule IV to the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other provisions as may be applicable, including any statutory modification or re-enactment thereof for the time being in force and as per the recommendations of the Nomination and Remuneration Committee and the Board, the consent of the shareholders of the Company be and is hereby accorded for re-appointment of Mr. Vishal Mehrotra (DIN: 08535647) as an Independent Director for a second term to hold office with effect from August 10, 2024, up to August 09, 2029, and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board or any committee of directors or executives/officers of the Company authorised by them, be and are hereby authorised to do all such acts, deeds, matters and things and execute such documentation as may be necessary to give effect to this Resolution.”

Item No. 2 : To raise capital by way of a qualified institution placement to eligible investors through issuance of equity shares and/or other eligible securities

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

“ RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c), 71 and other applicable provisions, if any, of the Companies Act, 2013, and the applicable rules made thereunder including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, (including any amendment(s), statutory modification(s) or re-enactment thereof, for the time being in force) ( the “Companies Act ”), and the enabling provisions of the Memorandum of Association and the Articles of Association of the Company and in accordance with the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), to the extent applicable, the uniform listing agreement(s) entered into by the Company with the BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (" NSE ” and together with BSE, the “ Stock Exchanges ”) where the equity shares, having face value of INR 10/- (Rupee Ten), of the Company (“ Equity Shares ”) are listed, the provisions of the Foreign Exchange Management Act, 1999 including any amendments, statutory modification(s) and/or re-enactment thereof (“ FEMA ”) and rules and regulations made thereunder, including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the current Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce, Government of India, each as amended, and any other provisions of applicable laws (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India (“ GoI ”), Ministry of Corporate Affairs (“ MCA ”), Reserve Bank of India (“ RBI ”), the Securities and Exchange Board of India (" SEBI ”), the Stock Exchanges and any other competent authority) (hereinafter singly or collectively referred to as

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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“ Appropriate Authorities” ) and subject to such approvals, permissions, consents and sanctions as may be necessary or required from the lenders of the Company, SEBI, the Stock Exchanges, RBI, GoI and any other concerned statutory/ regulatory authorities and subject to such terms and conditions or modifications as may be prescribed or imposed by the Appropriate Authorities while granting of such approvals, permissions, consents and/ or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall include any committee thereof, constituted by the Board to exercise the powers conferred by this resolution), the approval of the Shareholders be and is hereby accorded to create, offer, issue and allot such number of eligible securities including equity shares of face value of INR 10/-, non-convertible debt instruments along with warrants and convertible securities other than warrants, (hereinafter referred to as “ Eligible Securities ” within the meaning rendered to such term under Regulation 171(a) of the SEBI ICDR Regulations) for cash, in one or more tranches by way of a Qualified Institutions Placement (“ QIP ”), through issue of preliminary placement document, placement document/ or other requisite offer document to Qualified Institutional Buyers (“ QIBs ”) in accordance with Chapter VI of the SEBI ICDR Regulations, whether they be holders of the Securities of the Company or not (the “ Investors ”) as may be permitted under applicable laws and regulations, of an aggregate amount not exceeding INR 700/- Crores (Indian Rupees Seven Hundred Crores Only) or equivalent amount thereof, (inclusive of such discount or premium to market price or prices permitted under applicable law), on such other terms and conditions as may be mentioned in the offer document and/or placement document and/or private placement offer letter (along with the application form) and/ or such other documents/ writings/ circulars/ memoranda to be issued by the Company in respect of the proposed issue, as permitted under applicable laws and regulations, in such manner, and on such terms and conditions as may be deemed appropriate by the Board in its absolute discretion may deem fit and appropriate and without requiring any further approval or consent from the Members, considering the prevailing market conditions and/or other relevant factors, and wherever necessary, in consultation with the book running lead managers and/or other advisors appointed by the Company and the terms of the issuance as may be permitted by SEBI, the Stock Exchanges, RBI, MCA, GOI, ROC, or any other concerned governmental/statutory/regulatory authority in India or abroad, together with any amendments and modifications thereto (the “ Issue ”).”

“ RESOLVED FURTHER THAT the issue and allotment of Eligible Securities is by way of QIP in terms of Chapter VI of the SEBI ICDR Regulations:

a) The allotment of Eligible Securities shall be made to Qualified Institutional Buyers as defined in the SEBI ICDR Regulations (“ QIB’s ”);
b) The Eligible Securities 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 other applicable laws;
c) The number and/or price of the Eligible Securities or the underlying Equity Shares to be issued on conversion of Eligible Securities shall be appropriately adjusted for corporate actions such as bonus issues, rights issues, stock split, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalization of profits or reserves or any such capital or corporate reorganisation or restructuring;
d) The Eligible Securities under the QIP shall be issued and allotted in dematerialised form;
e) In the event the Equity Shares are issued, the “ relevant date ” for the purpose of pricing of the Equity Shares, shall be the date of the Meeting in which the Board or the Committee of Directors authorized by the Board decides to open the QIP issue of such Equity Shares, subsequent to receipt of members’ approval in terms of the provisions of the Companies Act, 2013 and other applicable Laws, Rules, Regulations and Guidelines in relation thereto;
f) The Equity Shares issued and allotted under the Issue or allotted upon conversion of the equity-linked instruments issued in QIP shall rank pari passu in all respects including entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company;
g) In the event that Eligible Securities that are issued are eligible convertible securities, the relevant date for the purpose of pricing of the convertible securities, shall be either the date of the meeting at which the Board or a committee of directors authorized by the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for Equity Shares;

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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h) The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment;
i) Issue of Eligible Securities made by way of a QIP shall be at such price which is not less than the price determined in accordance with Regulation 176(1) under Chapter VI of the SEBI ICDR Regulations (“ QIP Floor Price ”) and applicable law. The Board may, however, at its absolute discretion in consultation with the book-running lead managers, issue Eligible Securities at a discount of not more than five percent (5%) or such other discount as may be permitted under applicable regulations to the QIP Floor Price;
j) No single allottee shall be allotted more than fifty per cent (50%) of the issue size and the minimum number of allottees shall be as per the SEBI ICDR Regulations;
k) No allotment shall be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company;
l) Any subsequent QIP shall not be undertaken until the expiry of two weeks from the date of the prior QIP made pursuant to this special resolution”

“RESOLVED FURTHER THAT since the Issue size exceeds more than INR100 crores, a SEBI registered external credit rating agency will be appointed by the Board as the Monitoring Agency to monitor the use of proceeds in terms of Regulation 173A of Chapter VI of SEBI ICDR Regulations.”

“RESOLVED FURTHER THAT in accordance with Regulation 179 of the SEBI ICDR Regulations, a minimum of 10% of the Equity Shares shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs and that no allotment shall be made directly or indirectly to any QIB who is a promoter or any person related to promoters of the Company.”

“RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any, of any governmental body, authority or regulatory institution including any conditions as may be prescribed in granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid Equity Shares may have such features and attributes or any terms or combination of terms that provide for the tradability and free transferability thereof in accordance with the prevailing practices in the capital markets including but not limited to the terms and conditions for issue of additional Equity Shares and the Board or a committee thereof subject to applicable laws, regulations and guidelines be and is hereby authorized in its absolute discretion in such manner as it may deem fit, to dispose of such Equity Shares that are not subscribed.”

“RESOLVED FURTHER THAT in pursuance of the aforesaid resolution, the Equity Shares to be created, offered, issued, and allotted shall be subject to the provisions of the memorandum of associations and articles of association of the Company and any Equity Shares that may be created, offered, issued and allotted under the Issue or allotted upon conversion of the equity-linked instruments issued by the Company shall rank pari-passu in all respects with the existing Equity Shares of the Company.”

“RESOLVED FURTHER THAT the issue and allotment of Equity Shares, if any, made to NRIs, FPIs and/or other eligible foreign investors pursuant to this resolution shall be subject to the approval of the RBI under the Foreign Exchange Management Act, 1999 as may be applicable but within the overall limits as set forth thereunder.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted under the Issue or to be allotted upon conversion of any Equity Shares or as may be necessary in accordance with the terms of the Issue.”

“RESOLVED FURTHER THAT the Board be and is hereby accorded to open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized on behalf of the Company to do such acts, deeds, matters and take all steps as may be necessary including without limitation, for determining the terms and conditions of the Issue including among other things, the date of opening and closing of the

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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Issue, the class of investors to whom the Equity Shares are to be issued, determination of the number of Eligible Securities, tranches, issue price, finalization and approval of offer document, placement document, preliminary or final, interest rate, listing, premium/discount, permitted under applicable law (now or hereafter) allotment of Equity Shares, listing of securities at Stock Exchanges and to sign and execute all deeds, documents, undertakings, agreements, papers, declarations and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, the placement document or the offer document, placement agreement, escrow agreement and any other documents as may be required, approve and finalise the bid cum application form and confirmation of allocation notes, seek any consents and approvals as may be required, provide such declarations, affidavits, certificates, consents and/ or authorities as required from time to time, finalize utilisation of the proceeds of the Issue, give instructions or directions and/or settle all questions, difficulties or doubts that may arise at any stage from time to time, and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the MCA, the book running lead manager(s), or other authorities or intermediaries involved in or concerned with the Issue and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the Members or otherwise, and that all or any of the powers conferred on the Company and the Board pursuant to this resolution may exercise to that end and intend that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.”

“RESOLVED FURTHER THAT subject to the approval of the shareholders, the Board be and is hereby authorized to approve, finalise, execute, ratify, and/or amend/ modify agreements and documents, including any power of attorney, agreements, contracts, memoranda, documents, etc. in connection with the appointment of any intermediaries and/or advisors (including for marketing, obtaining in-principle approvals, listing, trading and appointment of book running lead managers, underwriters, guarantors, depositories, custodians, legal counsel, bankers, trustees, stabilizing agents, advisors, registrars and all such agencies as may be involved or concerned with the Issue) and to remunerate them by way of commission, brokerage, fees, costs, charges and other expenses in connection therewith.”

“RESOLVED FURTHER THAT the net proceeds from the issue of the Eligible Securities would be utilised as per the objects stated in the explanatory statement.”

“RESOLVED FURTHER THAT the Eligible Securities shall not be eligible to be sold by the allottee(s) for a period of one year from the date of allotment, except on a recognized stock exchange, or as may be allowed under the SEBI ICDR Regulations from time to time. Furthermore, the tenure of convertible or exchangeable Eligible Securities issued shall not exceed sixty months from the date of allotment.”

“RESOLVED FURTHER THAT the Board shall have the authority and power to accept any modifications to the terms of the Issue, as may be required or imposed by the SEBI/Stock Exchanges or other appropriate authorities at the time of according/granting their approvals to issue, allotment and listing of the Eligible Securities and as may be agreed to by the Board.”

“RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any, of any governmental body, authority or regulatory institution including any conditions as may be prescribed while granting any such approval, consents or permissions by such governmental body, authority or regulatory institution, the aforesaid Eligible Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability, as per the applicable laws and prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Eligible Securities or variation of the conversion price or period of conversion of Eligible Securities into Equity Shares during the duration of the Eligible Securities and the Board be and is hereby authorised in its absolute discretion, to dispose of such Eligible Securities that are not subscribed, in accordance with the applicable laws.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board, be and is hereby authorized to take all actions and to do all such acts, deeds, matters and things, without being required to seek any further consent or approval of the shareholders or otherwise to the end and intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any director(s), KMP(s), committee(s) which may be/have been constituted to exercise its powers including the powers conferred by this Resolution, executive(s), officer(s) or representatives(s) of the Company or to any other person, as may be necessary to give effect to this resolution.”

By order of the Board of Directors For PTC Industries Limited

PRAGATI GUPTA Digitally signed by PRAGATI GUPTA AGRAWAL AGRAWAL Date: 2024.07.17 18:49:51 +05'30'

Place: Lucknow Date: July 17, 2024

Pragati Gupta Agrawal Company Secretary and Compliance Officer

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE EGM THROUGH VC/OAVM FACILITY

As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide General Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020, Circular No.02/2021 dated January 13, 2021, Circular No. No.21/2021 dated December 14, 2021 and Circular No.02/2022 dated May 5, 2022, issued by the Ministry of Corporate Affairs (collectively referred to as (‘MCA Circulars’) and Circular of SEBI dated 12th May, 2020 (“SEBI Circular”) and other applicable circulars issued by the SEBI and MCA in this regard. The forthcoming EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.
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 MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 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 Central Depository Services (India) Limited (CDSL) to facilitate voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.
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 to at least 1000 members on a 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.
The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint a proxy to attend and cast votes for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.ptcil.com. 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 www.bseindia.com and www.nseindia.com respectively. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.
The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
A statement pursuant to Section 102(1) of the Act relating to the Special Business to be transacted at the Meeting, is annexed hereto.
Mr. Amit Gupta, holding Certificate of Practice No. 4682 of M/s. Amit Gupta & Associates, Practicing Company Secretaries shall act as Scrutiniser to scrutinize the e-voting process in a fair and transparent manner.
The Scrutiniser, after the conclusion of e-voting at the Meeting, will scrutinize the votes cast at the Meeting and votes cast through remote e-voting and make a consolidated Scrutiniser’s Report and submit the same to the Chairman. The result of e-voting will be declared within two working days of the conclusion of the Meeting and the same, along with

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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the consolidated Scrutiniser’s Report, will be placed on the website of the Company at www.ptcil.com and on the website of Central Depository Services (India) Limited (CDSL) at www.evotingindia.com. The result along with the consolidated Scrutiniser’s Report will simultaneously be communicated to the Stock Exchanges and displayed at the Registered Office/ Corporate Office of the Company.

Subject to receipt of the requisite number of votes, the resolutions shall be deemed to be passed on the date of the Meeting, i.e. August 08, 2024.
In terms of the Listing Regulations, the transfer of securities of listed companies held in physical form shall be effected only in demat mode. Further, SEBI has also mandated that listed companies shall, while processing investor service requests pertaining to the issue of duplicate share certificates, claim from Unclaimed Suspense Accounts, renewal/ exchange of share certificates, endorsement, sub-division / splitting/consolidation of share certificates, transmission, transposition etc. issue securities only in demat mode. In view of this as also to eliminate all risks associated with physical shares and to get the inherent benefits of dematerialization, shareholders holding shares in physical form are advised to avail of the facility of dematerialization.
The documents required to be kept open for inspection shall be open for inspection at the Registered Office of the Company.
Shareholders holding shares in physical mode are requested to register/update KYC details such as PAN (Aadhar linked), Nomination Details, Contact Details (address with PIN, mobile number and email address), Bank Account Details (bank name, branch name, account number and IFS code) and Specimen Signature with the Company’s Registrar and Transfer Agent (“RTA”), Link Intime India Private Limited (“Link Intime”), C-101, 247 Park, LBS Marg Vikhroli West Mumbai 400 083, Ph. No. 022 – 49186000, Email: [email protected], Website: https://www.linkintime.co.in. The relevant forms prescribed by SEBI for furnishing the above details are available on the Company’s website at www.ptcil.com as well as on RTA’s website at https://www.linkintime.co.in. For any clarifications/queries with respect to the submission of the above-mentioned forms, shareholders may contact the RTA at the above-mentioned details.
Shareholders holding shares in dematerialized mode, are requested to register/update KYC details such as PAN (Aadhar linked), Nomination Details, Contact Details (address with PIN, mobile number and email address), Bank Account Details (bank name, branch name, account number and IFS code) and Specimen Signature with the relevant Depository Participant (DP).

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

	Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode. Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The voting period begins on Monday, August 05, 2024, at 9.00 A.M. (IST) and will end on Wednesday, August 07, 2024, at 5.00 P.M. (IST) . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as of the cut-off date of Friday, August 02, 2024 , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date will not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iv) 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method

Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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- Votingserviceprovider name andyou will be re-directed to e-Votingserviceprovider

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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Type of shareholders	Login Method

	website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants(DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joiningvirtual meeting& votingduringthe 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. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33
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 [email protected] or call at toll free no.: 022-4886 7000 and 022-2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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c. Shareholders holding shares in Physical Form should enter the Folio Number registered with the Company.
4) Next, enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and have logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

ext, enter the Image Verification as displayed and Click on Login. f you are holding shares in demat form and have logged on to www.evotingindia.comand voted on an earlier -voting of any company, then your existing password is to be used. fyou are a first-time user follow the stepsgiven below:	ext, enter the Image Verification as displayed and Click on Login. f you are holding shares in demat form and have logged on to www.evotingindia.comand voted on an earlier -voting of any company, then your existing password is to be used. fyou are a first-time user follow the stepsgiven below:

For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that the company opts for e-voting through the CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi)
Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with the attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-voting on the day of the EGM is the same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend the meeting will be available where the EVSN of the Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for a better experience.
Further shareholders will be required to allow Cameras and use the Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuations in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as speaker by sending their request in advance at least 5 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to the meeting mentioning their name, demat account number/folio number, email id, and mobile number at [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-Voting system available during the EGM.
If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 22 55 33.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

As required under Section 102 of the Companies Act, 2013 (including any re-enactment(s) made thereunder, if any, for the time being in force) (hereinafter referred to as the “Companies Act” ), the following Explanatory Statements sets out all material facts relating to the business mentioned under Item nos. 1 & 2 of the accompanying Notice.

Item No. 1 : Reappointment of Mr. Vishal Mehrotra as an Independent Director

Mr. Vishal Mehrotra is an Independent Director on the Board of PTC. He joined the Board of Directors (the “Board”) of the Company on August 10, 2019. In September 2019, the members of the Company, through a special resolution passed at an annual general meeting, approved the appointment of Mr. Mehrotra as an Independent Director under the Companies 2013 (“the Act”) for a term from August 10, 2019, up to August 09, 2024.

In accordance with Section 149 (10) and (11) of the Act, an Independent Director can hold office for two consecutive terms of up to five years each on the Board of a Company, subject to shareholders approving the second term by passing a special resolution.

Mr. Vishal Mehrotra is a seasoned advocate with a commendable 26 years of experience in practicing law. His expertise extends across various domains, including representing clients before Registration authorities, Revenue authorities, Commercial Tax authorities, Income Tax authorities, Appellate authorities, and the esteemed Hon'ble High Court. Brief details of Mr. Mehrotra, the nature of his expertise and vast experience, with other details relating to his directorship, are annexed to this Notice.

The Company has received notice in writing under the provisions of Section 160 of the Act, from a Member proposing candidature of Mr. Mehrotra for the office of Independent Director for a second term. The Company has received from Mr. Mehrotra, his consent to act as Director of the Company along with a declaration to the effect that he meets the criteria of independence as provided in Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and an intimation to the effect that he is not disqualified from being appointed as a Director in terms of Section 164(2) of the Act.

The Nomination and Remuneration Committee (NRC) of the Board of Directors, on the basis of the report of performance evaluation, has recommended the re-appointment of Mr. Mehrotra, as Independent Director for a second term.

Based on the recommendation of the NRC, and considering the reports of performance evaluation, Mr Mehrotra’s skills, vast experience and deep knowledge of the financial service industry and his contribution over the years as an Independent Director of the Company, the Board believes that Mr. Mehrotra’s continued association as an Independent Director on the Board of Directors of the Company would be of immense benefit to the Company. The Board recommends the reappointment of Mr. Mehrotra as an Independent Director of the Company for the second term from August 10, 2024, up to August 09, 2029. Your directors recommend the resolution set forth in Item no. 1 for the approval of the Members, by passing the resolution as a Special Resolution.

In accordance with the provisions of Section 149 read with Schedule IV to the Act and SEBI Listing Regulations, reappointment of Independent Directors for their second term requires approval of Members by way of a Special Resolution.

In the opinion of the Board, Mr. Mehrotra fulfils the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company, he is not debarred from holding the office of director by virtue of any SEBI order and he is independent of the management. Copy of the draft letter of appointment of Mr. Mehrotra as Independent Director, setting out applicable terms and conditions, is available for inspection by the Members, on all working days (except Saturdays, Sundays and public holidays) between 2.00 p.m. to 5.00 p.m. up to the date of ensuing general meeting.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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Except for Mr. Mehrotra to whom the resolution relates and his relatives (to the extent of their shareholding interest in the Company), none of the other Directors, Promoters and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution.

This explanatory statement along with the additional information as per Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), as annexed herewith may also be regarded as disclosure under the provisions of the Act and SEBI Listing Regulations.

Item No. 2 : To raise capital by way of a qualified institution placement to eligible investors through issuance of equity shares and/or other eligible securities

The Company is implementing the expansion project in its wholly owned subsidiary, Aerolloy Technologies Limited, envisaging the setting up of an integrated plant in the Lucknow node of UP Defence Corridor where it has been allotted 50 acres of land by U.P. Expressways Industrial Development Authority (“UPEIDA”), to manufacture raw materials including Titanium and Super Alloys for Aerospace and Defence Applications, Titanium and Super Alloys Castings and Wrought Materials like Billets, Rolled products, bars, sheets and plates of Titanium and Super Alloys for domestic consumption as well as exports.

The Company anticipates further growth opportunities in its existing operations and continues to evaluate various avenues for expansion and achieving growth. Towards this, the Company continues to require capital to achieve such growth and expansion. Accordingly, the Company intends to raise capital by way of a qualified institutions placement (“ QIP ”) to eligible investors through the further issuance of Eligible Securities in accordance with applicable laws.

The proposed issue of capital is subject to, inter alia, the applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications, as amended from time to time, issued by the Securities and Exchange Board of India (" SEBI ”), BSE Limited (" BSE ”) and National Stock Exchange of India (“ NSE ” and together with BSE, “ Stock Exchanges ”), Reserve Bank of India, Ministry of Corporate Affairs, Government of India, Registrar of Companies, to the extent applicable, and any other approvals, permits, consents and sanctions of any regulatory/ statutory authorities, as may be required in this regard, domestically or internationally.

Accordingly, the board of directors of the Company (“ Board ”) at their meeting held on Saturday, July 13, 2024, had considered the proposal and accorded necessary approvals, subject to the approval of the shareholders and other concerned authorities as indicated above, raising funds by way of issuance of eligible securities including equity shares of face value of INR 10/-, non-convertible debt instruments along with warrants and convertible securities other than warrants, (hereinafter referred to as “ Eligible Securities ” within the meaning rendered to such term under Regulation 171(a) of the SEBI ICDR Regulations) or any combination of the Eligible Securities, in accordance with applicable law, in one or more tranches, for an aggregate amount of up to INR 700 Crores (Indian Rupees Seven Hundred crores only) . The Resolution contained in the agenda of the notice seeks to empower the Board of Directors to undertake a qualified institutions placement with qualified institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI ICDR Regulations ”). The Board of Directors may at its discretion adopt this mechanism as prescribed under Chapter VI of the SEBI ICDR Regulations for raising the funds, without the need for fresh approval from the Members. The Eligible Securities allotted as above would be listed on BSE Limited and National Stock Exchange of India Limited. The offer/issue/ allotment would be subject to regulatory approvals, if any. The conversion of Eligible Securities, if any, held by foreign investors into Equity Shares would be subject to the applicable foreign exchange regulations and sectoral caps, if any.

The proposal seeks to confer upon the Board (including a Committee thereof), the absolute discretion to determine the terms of the aforementioned issuance of Eligible Securities, including the exact price, proportion and timing of such issuance, based on an analysis of the specific requirements and market conditions. The detailed terms and conditions of such issuance will be determined by the Board or a Committee thereof, considering prevailing market conditions, and practices and in accordance with the applicable provisions of law and other relevant factors. Accordingly, the Board (including a committee thereof) may, in its discretion, adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the Members of the Company.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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As and when the Board or a Committee thereof takes a decision on matters pertaining to the proposed fundraising, on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the SEBI Listing Regulations. This Special Resolution, if passed, will have the effect of allowing the Board to offer, issue and allot the Eligible Securities to the Investors, who may or may not be the existing members of the Company.

I. Objects of the Issue

The Company shall utilize the proceeds from the Issue (after adjustment of expenses related to the Issue) at various stages for the usage of one or more, or any combination of the following: i) augmenting long term capital resources to fund capital expenditure for organic and inorganic growth, strategic initiatives, expansion and development of one or more of its manufacturing facilities, investments and acquisitions of the Company or its subsidiaries (ii) Repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by the Company or its subsidiaries, and (iii) general corporate purposes and other purpose(s) as may be permissible under applicable laws and approved by the Board of the Company.

Pending utilization of the proceeds from the Issue, the Company shall invest such proceeds in the highest credit quality short-term money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted.

II. Amount of the Offering

The approval of the shareholders by way of a Special Resolution is sought to be obtained to fulfil the aforesaid objects by raising funds by way of issuance of Eligible Securities, in accordance with applicable law, in one or more tranches, whether Rupee denominated or denominated in foreign currency, in the course of domestic and/or international offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the lead managers and/or other advisor(s) s or otherwise, for an aggregate amount not exceeding INR 700/- Crores (Indian Rupees Seven Hundred Crores Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Eligible Securities) at such price or prices as may be permissible under applicable law by way of a QIP in accordance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (" SEBI ICDR Regulations ”), Sections 42 and 62 and other applicable provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014, each as amended, the provisions of the Memorandum and Articles of Association of the Company and other applicable laws. (“Issue”)

The Board (including any duly authorized committee thereof) may at their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the members of the Company. The proposed issue of capital is subject to, inter alia, the applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications, as amended from time to time, issued by the Securities and Exchange Board of India, the BSE and National Stock Exchange (“ Stock Exchanges ”), Reserve Bank of India, Ministry of Corporate Affairs, Government of India, Registrar of Companies, Uttar Pradesh, Kanpur, to the extent applicable, and any other approvals, permits, consents and sanctions of any regulatory/ statutory authorities and guidelines and clarifications issued thereon from time to time.

The issue is made through a qualified institutions placement and will be undertaken in terms of the SEBI ICDR Regulations as follows:

the allotment of Eligible Securities shall only be made to qualified institutional buyers (“QIBs”) as defined under SEBI ICDR Regulations;
the allotment of the Eligible Securities shall be completed within 365 days from the date of passing of the special resolution in accordance with the SEBI ICDR Regulations and applicable laws;
a minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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the “relevant date” for the purposes of pricing of the Securities to be issued and allotted in the proposed QIP shall be the date of the meeting in which the Board or a duly authorised committee decides to open the proposed QIP of equity shares as Eligible Securities; and in case Eligible Securities are eligible convertible securities, then either the date of the meeting in which the Board or a duly authorized committee of the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for the equity shares as provided under the SEBI ICDR Regulations;
the equity shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution;
An issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender.
no single allottee shall be allotted more than 50% of the QIP size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified that qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee;
the Eligible Securities to be offered and allotted shall be in dematerialized form and shall be allotted on fully paid up basis;
a discount of not more than 5% (five per cent) or such other percentage as may be permitted under applicable law to the floor price may be provided in terms of the SEBI ICDR Regulations;
the Eligible Securities allotted shall not be eligible for sale by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time; and
The Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolution passed at this meeting.

III. Relevant Date

In terms of the provisions of regulation 171(b) of the SEBI ICDR Regulations the relevant date for the purpose of pricing the Equity Shares to be issued and allotted in the proposed QIP shall be the date of the meeting in which the Board or any committee duly authorized by the Board, decides to open the proposed Issue and in case Eligible Securities are eligible convertible securities, then the relevant date for the purpose of pricing of the convertible securities to be issued and allotted shall be the date of the meeting in which the Board or any committee duly authorized by the Board, decides to open the proposed Issue or the date on which the holders of such eligible convertible securities become entitled to apply for the Equity Shares, as provided under the SEBI ICDR Regulations.

IV. Basis or Justification of Pricing

The issue of Eligible Securities may be consummated through single or multiple offer documents, in one or more tranches, at such time or times, at such price, at a discount or premium to market price in such manner and on such terms and conditions as the Board may in its absolute discretion decide taking into consideration prevailing market conditions and other relevant factors and wherever necessary in consultation with the lead manager(s) and other agencies and subject to the SEBI ICDR Regulations and other applicable laws, rules, regulations and guidelines.

The issuance of Eligible Securities by way of a QIP, as per the provisions of the SEBI ICDR Regulations, shall be made at a price not less than the floor price calculated in accordance with Chapter VI of the ICDR Regulations and applicable law. The Board or Committee of Directors duly authorized by the Board are hereby being authorized to offer a discount of not more than five percent on such price determined in accordance with the pricing formula provided under Regulation 176 of the SEBI ICDR Regulations or such other discount as may be permitted in accordance with applicable law.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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V. Interest of Promoters, Directors and Key Managerial Personnel The Promoters, members of the Promoter Group, Directors and Key Managerial Personnel of the Company will not subscribe to the QIP. No allotment shall be made, either directly or indirectly, to any Qualified Institutional Buyer who is a promoter of the Company, or any person related to promoters of the Company in terms of the SEBI ICDR Regulations.

VI. Monitoring of Utilization of Funds

Given that the issue size exceeds INR 100 Crore (Indian Rupees One Hundred Crore only), in terms of Regulation 173A of the SEBI ICDR Regulations, the Company shall appoint a SEBI-registered credit rating agency as the monitoring agency to monitor the use of the proceeds of the Issue (“Monitoring Agency”) .

The Monitoring Agency shall submit its report to the Company in the format specified in Schedule XI of the SEBI ICDR Regulations on a quarterly basis, till 100% (One Hundred Percent) of the Issue Proceeds have been utilized. The Board and the management of the Company shall provide their comments on the findings of the Monitoring Agency in the format specified in Schedule XI of the SEBI ICDR Regulations. The Company shall, within 45 (forty-five) days from the end of each quarter, upload the report of the Monitoring Agency on its website and also submit the same to the Stock Exchanges.

VII. The proposed time limit within which the allotment shall be complete:

In terms of SEBI (ICDR) Regulations, the allotment of the Eligible Securities shall be completed within 365 days from the date of this resolution, or such other period as may be prescribed under the ICDR Regulations or other applicable laws from time to time.

VIII. Lock-in Period/Transferability

In terms of the provisions of regulation 178 of the SEBI ICDR Regulations, the Eligible Securities allotted under the qualified institution placement shall not be sold by the allottee(s) for a period of one year from the date of allotment, except on a recognized stock exchange.

IX. Undertakings

a. None of the Directors or Promoters of the Company are fugitive economic offenders as defined under the SEBI ICDR Regulations;
b. the equity shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of Eligible Securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution; and
c. the Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to this special resolution, or such other time as may be prescribed in the SEBI ICDR Regulations or other applicable laws.

X. Other Material Terms

a. the allotment of Eligible Securities shall only be made to the eligible Qualified Institutional Buyers as defined in the SEBI ICDR Regulations;
b. no partly paid-up Eligible Securities shall be issued/allotted: Provided that in case of allotment of non-convertible debt instruments along with warrants, the allottees may pay the full consideration or part thereof payable with respect to warrants, at the time of allotment of such warrants: Provided further that on allotment of equity shares on exercise of options attached to warrants, such equity shares shall be fully paid-up;

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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c. all Eligible Securities issued through this qualified institutions placement shall be listed on the recognised stock exchange where the equity shares of the Company are listed;
d. the number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of Eligible Securities convertible into Equity Shares shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;
e. no single allottee shall be allotted more than 50% of the proposed QIP size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations; and it is clarified that QIBs belonging to the same group or who are under the same control shall be deemed to be a single allottee;
f. a minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs, in accordance with the ICDR Regulations;
g. The tenure of the convertible or exchangeable eligible securities issued through qualified institutions placement shall not exceed sixty months from the date of allotment;
h. the schedule of the QIP will be as determined by the Board or its duly authorized committee; and
i. The detailed terms and conditions for the offer will be determined in consultation with the advisors, lead manager(s) and underwriters and such other authority or authorities as may be required, considering the prevailing market conditions and other regulatory requirements.

Section 62(1)(c) of the Companies Act, 2013 provides, inter alia, that whenever it is proposed to increase the subscribed capital of a company by issue of further equity shares, such further equity shares shall be offered to the existing shareholders of such company and to any persons other than the existing shareholders of the company, after seeking prior approval of the shareholders by way of a special resolution. Since the special resolution proposed in this notice may result in the issuance of Eligible Securities of the Company to the existing shareholders of the Company and to persons other than the existing shareholders of the Company, approval of the shareholders of the Company is being sought pursuant to the provisions of Section 62(1)(c) and other applicable provisions of the Companies Act, 2013 as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of SEBI ICDR Regulations.

In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after receipt of prior approval of its shareholders by way of a Special Resolution. Consent of the shareholders would therefore be necessary pursuant to the aforementioned provisions of the Companies Act, 2013 read with applicable provisions of the SEBI ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations ”), for issuance of Securities.

The conversion of Eligible Securities held by foreign investors into Equity Shares would be subject to the applicable foreign investment limits and relevant foreign exchange regulations, including the Foreign Exchange Management Act, 1999, including any amendments, statutory modification(s) and/ or re-enactment(s) thereof (“ FEMA ”) and rules and regulations made thereunder, including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, each as amended. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the SEBI Listing Regulations.

Further, the Company is yet to identify the investor(s) and decide the quantum of Eligible Securities to be issued to them and hence the details of the proposed allottees, the percentage of their post-QIP shareholding, the shareholding pattern of the Company and other relevant details are not provided. The proposal, therefore, seeks to confer upon the Board/ its duly constituted committee the absolute discretion and adequate flexibility to determine the terms of the QIP, including but not limited to the identification of the proposed investors and the quantum of Securities to be issued and allotted to each such investor, in accordance with the provisions of the applicable laws.

As the Issue may result in the issue of Eligible Securities of the Company to investors who may or may not be shareholders of the Company, consent of the shareholders is being sought pursuant to Sections 23, 42, 62(1)(c), 71 and other applicable provisions, if any, of the Companies Act, 2013 and any other law for the time being in force and being applicable and in terms of the provisions of the SEBI Listing Regulations and SEBI ICDR Regulations.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.

The Board believes that the proposed QIP issue is in the best interest of the Company and therefore recommends the Special Resolution as set out in the accompanying notice for approval of the shareholders.

By order of the Board of Directors For PTC Industries Limited PRAGATI Digitally signed by PRAGATI GUPTA GUPTA AGRAWAL Date: 2024.07.17 18:50:11 AGRAWAL +05'30'

Place: Lucknow Date: July 17, 2024

Pragati Gupta Agarwal Company Secretary and Compliance Officer

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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ANNEXURE-1

PURSUANT TO REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CLAUSE 1.2.5 OF THE SECRETARIAL STANDARDS – 2, THE DETAILS OF THE DIRECTOR PROPOSED TO BE RE-APPOINTED / APPOINTED AT THE ENSUING EXTRA-ORDINARY GENERAL MEETING ARE GIVEN BELOW:

Sr. No.	Particulars	Shri Vishal Mehrotra
1.	Category / Designation	Director Independent, Non-executive
2.	Director Identification Number (DIN)	08535647
3.	Age	52 years
4.	Date of Birth	April 13, 1972
5.	Original Date of Appointment	August 10, 2019
6.	Qualifications	Law Graduate
7.	Occupation	Legal Professional
8.	Chairmanship / Membership of Committees in other Companies*	Chairman of Audit committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee & Risk Management Committee Member of Nomination & Remuneration Committee
9.	Number of Equity Shares held in the Company	NIL
10.	Number of Equity Shares held in the Company for any other person on a beneficial basis	NIL
11.	Relationship between Directors inter-se; with other Directors and Key Managerial Personnel of the Company	NIL
12.	Terms and conditions of appointment or re-appointment	Appointed for 5 Years
13.	Remuneration last draw (in FY 2023-24), if applicable	No remuneration (other than Sitting fees) is paid
14.	Remuneration proposed to be paid	No remuneration (other than Sitting fees) is proposed to be paid
15.	Number of Meetings of the Board attended during the year	3 meetings out of 6 Board meetings held during the financial year 2023-24
16.	Justification for choosing the appointees for appointment / re- appointment as Independent Director	Considering his extensive knowledge and experiences. his association with the Company as an Independent Director it would be in the best interest of the Company.

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre H 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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17.	Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Legal, Restructuring, advisory and documentation, acquisitions spinoffs, sale/purchase of assets etc.
18.	Category / Designation	Director (Non-Executive & Independent).

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

AI assistant

PTC Industries Ltd. Proxy Solicitation & Information Statement 2024

61771_rns_2024-07-17_3078dffa-4256-4d36-8cb9-030a798635ab.pdf

Notice of Extra-Ordinary General Meeting

Special Business:

Item No. 1 : Reappointment of Mr. Vishal Mehrotra as an Independent Director

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE EGM THROUGH VC/OAVM FACILITY

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

Item No. 1 : Reappointment of Mr. Vishal Mehrotra as an Independent Director

Item No. 2 : To raise capital by way of a qualified institution placement to eligible investors through issuance of equity shares and/or other eligible securities

I. Objects of the Issue

II. Amount of the Offering

III. Relevant Date

IV. Basis or Justification of Pricing

VI. Monitoring of Utilization of Funds

VII. The proposed time limit within which the allotment shall be complete:

VIII. Lock-in Period/Transferability

IX. Undertakings

X. Other Material Terms

ANNEXURE-1

AI assistant

PTC Industries Ltd. — Proxy Solicitation & Information Statement 2024

61771_rns_2024-07-17_3078dffa-4256-4d36-8cb9-030a798635ab.pdf

Notice of Extra-Ordinary General Meeting

Special Business:

Item No. 1 : Reappointment of Mr. Vishal Mehrotra as an Independent Director

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE EGM THROUGH VC/OAVM FACILITY

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

Item No. 1 : Reappointment of Mr. Vishal Mehrotra as an Independent Director

Item No. 2 : To raise capital by way of a qualified institution placement to eligible investors through issuance of equity shares and/or other eligible securities

I. Objects of the Issue

II. Amount of the Offering

III. Relevant Date

IV. Basis or Justification of Pricing

VI. Monitoring of Utilization of Funds

VII. The proposed time limit within which the allotment shall be complete:

VIII. Lock-in Period/Transferability

IX. Undertakings

X. Other Material Terms

ANNEXURE-1

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PTC Industries Ltd. Proxy Solicitation & Information Statement 2024