RENAISSANCE GLOBAL LIMITED — Proxy Solicitation & Information Statement 2024

Nov 11, 2024

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Ref. No.: RGL/S&L/2024/144

November 11, 2024

	BSE Limited Listing Department Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai – 400 001 Scrip code: 532923	National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol: RGL

Dear Sirs,

Subject: Corrigendum / Errata to the Notice of Extraordinary General Meeting

This is to bring to your notice that the Company issued a notice dated October 23, 2024(“Notice of EGM”) for convening the Extraordinary General Meeting of the members of the Company which is scheduled to be held on Saturday November 16, 2024 at 3.30 PM through Video Conferencing (VC)/ Other Audio- Visual Means (OAVM). The Notice of the EGM was dispatched on October 25, 2024 to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made there under. This Corrigendum is being issued to give notice to amend/ provide additional details as mentioned herein and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

This corrigendum to the EGM Notice shall form integral part of Notice dated October 23, 2024, circulated to the shareholders of the Company. Accordingly, all the concerned Shareholders, Stock Exchange, Depositories, Registrar and Share Transfer Agents, Agencies appointed for E-Voting, other Authorities, Regulators and all other concerned persons are requested to take note of the above corrections. This corrigendum will be available on the Website of the Company, and will be mailed to all the shareholders to whom the original notice was sent.

You are requested to take the same on record.

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Thanking you,
Yours faithfully,
For Renaissance Global Limited
Digitally signed by Vishal Ashokrao
Dhokar
Vishal DN: c=IN, o=Personal,CID - 6977830,
pseudonym=20240522164111243,
2.5.4.20=033e3a1f7676f62110a5045d10f
fa0708c9d64a2865686a1e785e99d7e2b
Ashokrao a7e9, postalCode=400708,
st=Maharashtra, title=0196,
serialNumber=f621fc1d09d761ab610ea
19805c41f606f5571282e998d2920757d
CS Vishal Dhokar Dhokar 0b98e77fed, cn=Vishal Ashokrao Dhokar Date: 2024.11.11 20:48:21 +05'30'
Company Secretary & Compliance Officer
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Encl.: as above

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CORRIGENDUM / ERRATA

To the NOTICE of the Extra Ordinary General Meeting (EGM) of the members of Renaissance Global Limited (CIN: L36911MH1989PLC054498) to be held on Saturday, November 16, 2024 at 3.30 P.M. through Video Conferencing (VC) or Other Audio Visual Means (OAVM), to transact the agenda items as stated in the said notice:

Members of the Company are requested to take note of the following:

1. Issue Size and Number of Allottees - In the Resolution of said EGM Notice and Explanatory Statement thereof, the Issue Size and Number of Allottees have been changed:

As per stock exchange findings, out of 156 proposed alltottees two allottees have become ineligible, in accordance with provisions of Regulation 159(1) of SEBI (ICDR) Regulations 2018. Hence, the names of such allottees as mentioned below have been removed from list of proposed allottees. Accordingly, Issue size is reduced to ₹ 1,68,73,55,850/- and Number of Proposed allottees is reduced to 154.

S. No	Investor Name	Category	No of Shares	Amount
1	Latin Manharlal Securities Private Limited	Public	1,00,000	1,50,00,000
2	Kishor Dinubhai Mehta	Public	20,000	30,00,000

Therefore the Issue Size shall be read as follows :

The proposal for raising of funds by way of preferential issue of up to 1,12,49,039 Equity Shares at an issue price of ₹ 150/- (Rupees One Hundred Fifty only) (including premium of ₹ 148/-) (Rupees One Hundred Forty Eight only) per equity share aggregating up to ₹ 1,68,73,55,850/- (Rupees One Hundred Sixty Crore Seventy Three Lakhs Fifty Five Thousand Eight Hundred Fifty only), for cash at a face value of ₹ 2/- (Rupees Two only) each of the Company (“Equity Shares”) to non-promoter allottees (“Proposed Allottees”) in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations.

1. In Explanatory Statement – Point 1 . Objects of the Preferential Allotment : ( at Page No. 23) shall be read as follows:

Objects of the Preferential Allotment:

The Company’s business is growing and the funds are required by the Company for the following objects:

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Sr. Particulars Amount Upto Tentative Time Frame for
No. (in Rs) utilization
1. To invest in business growth 25,00,00,000 Upto 36 months from the
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Sr. No. Particulars Amount Upto (in Rs) Tentative Time Frame for utilization	Sr. No. Particulars Amount Upto (in Rs) Tentative Time Frame for utilization	Sr. No. Particulars Amount Upto (in Rs) Tentative Time Frame for utilization	Sr. No. Particulars Amount Upto (in Rs) Tentative Time Frame for utilization
1.	To invest in business growth	25,00,00,000	Upto 36 months from the
	opportunities of the Company i.e. Acquisitions/Joint Ventures (JVs) directly or through a subsidiary, Funding of Capital Expenditure (Capex) for purchase of plant and machinery, equipment’s, manufacturing units, building, land, premises etc. and Refurbishment and Renovation of Company Assets		date of receipt of fund

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2. To invest in following subsidiaries of the 90,00,00,000 Upto 36 months from the
Company: Verigold Jewellery FZCO, date of receipt of fund
Renaissance Jewelry New York Inc.,
RD2C Ventures Inc., Renaissance FMI
Inc.
3. Fund Raising Expenses such as 15,00,00,000 Upto 6 months from the
professional fees payable to Advisors/ date of receipt of fund
Merchant Bankers, Credit Rating
Agency and other intermediaries.
4 Meet general corporate purposes of the 38,73,55,850 Upto 36 months from the
Company and /or its subsidiaries date of receipt of fund
Total 1,68,73,55,850
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(collectively, referred to hereinafter as the "Objects")

The Main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Our Company proposes to deploy the balance proceeds of the Preferential Issue, aggregating to ₹ 38,73,55,850, towards general corporate purposes as approved by our management from time to time, subject to such utilisation not exceeding 25% of the proceeds of the Preferential Issue, in compliance with applicable laws. Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap shall not exceed +/- 10% of the amount specified for that object of size of the Preferential Issue depending upon future circumstances since the same is dependent on a variety of factors such as financial, market and sectorial conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilisation of the net proceeds at the discretion of the Board, subject to compliance with applicable laws, in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022.

Further, if the proceeds are not utilised (in full or in part) for the Objects during the period stated above upto 36/6 months from the date of receipt of fund, the remaining proceeds, if any shall be utilised in subsequent periods of 12 months in accordance with the objectives of the issue and applicable laws. Till the committed funds are utilised towards the objects stated above, they will be utilised in reducing working capital limits / short term borrowing and /or investment in Bank Deposits, debts instruments, government securities etc., as per the Investment policy laid down by the Board of Directors of the Company.

The proceeds of the Preferential Issue shall be kept in the monitoring account – a separate bank account till such time the proceeds of the Preferential Issue are fully utilised and will be monitored by the Monitoring agency as required under Regulation 162A of the SEBI ICDR Regulations.

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The Company has appointed India Rating & Research Private Limited , a Credit Rating Agency duly registered with the SEBI as the monitoring agency in this respect. The Monitoring Agency shall submit a report to our Board as required under Regulation 162A of the SEBI ICDR Regulations. The Company will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. The Company will indicate instances, if any, of unutilized Net Proceeds in the balance sheet of the Company for the relevant Financial Years.

1. In Explanatory Statement – at Point 7. The percentage of post preferential issue capital that may be held by the allottees and change in control, if any, in the issuer consequent to the preferential issue:

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As per stock exchange findings, following alltottees pre holding has been reported below:
S. Name of the proposed Category Pre-Issue No. of Equity Post-Issue
No Allottees Shareholding Shares Shareholding
No. of % proposed to No. of %
shares be allotted shares
1 Monika Garware Public 99,710 0.10 3,33,333 4,33,043 0.40
2 Nitin Khimchand Shah Public 350 0.00 33,333 33,683 0.03
3 Rama Family Trust Public 200 0.00 33,333 33,533 0.03
4 Yogesh Paras Bathia HUF Public 2,500 0.00 33,333 35,833 0.03
5 Girish Anil Arondekar Public 500 0.00 16,667 17,167 0.02
6 Darshana Saumin Shah Public 1,000 0.00 16,667 17,667 0.02
7 Pradeep Vishwanath Gadge Public 800 0.00 16,667 17,467 0.02
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4. Annexure 1 to Explanatory Statement:

In view of reduction in issue size, the pre and post Preferential Issue Shareholding pattern of the Company shall be read as follows:

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Sr. Category Pre-Issue Issue of Post Issue
No. (as on 18 [th] October, equity Shareholding after
2024) shares allotment of equity
shares
No. of % of No. of % of
shares Share shares Share
holding holding
A. Promoters/Promoter Group Holding:
1 Indian
a. Individuals/HUF 5,55,67,315 57.79 0 5,55,67,315 51.73
b. Bodies Corporate 0 0.00 0 0 0.00
Sub Total (A1) 5,55,67,315 57.79 0 5,55,67,315 51.73
2 Foreign Promoters 74,85,135 7.78 0 74,85,135 6.97
Sub Total (A2) 74,85,135 7.78 0 74,85,135 6.97
Total Promoter shareholding A= 0
A1+A2 6,30,52,450 65.57 6,30,52,450 58.70
B. Public Holding:
1 Public 2,72,00,807 28.29 85,79,554 3,56,60,361 33.20
2 Body Corporate 24,34,573 2.53 883,333 33,17,906 3.09
3 Institutional Investors 9,46,664 0.98 0 9,46,664 0.88
4 Central Govt./Stat Govt./POI 0 0.00 0 0 0.00
5 Non-Institutional Investors 0 0.00 0 0 0.00
6 Others (Including HUF, LLP, 25,24,438 2.63 19,06,152 44,30,590 4.13
IEPF & NRI)
Total Public Shareholding B= 3,31,06,482 34.43 1,13,69,039 4,43,55,521 41.30
B1+B2+B3+B4+B5+B6
Grand Total (A+B+C) 9,61,58,932 100.00 1,13,69,039 10,74,07,971 100.00
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5. Valuation report of Registered Valuer:

The addendum to the Valuation Report received from an Independent Registered Valuer namely Mr. CA. N V SUBBARAO KESAVARAPU Registered Valuer - IBBI/RV/02/2019/12292 (Securities or Financial Assets), along with original valuation report is available on the Company's website www.renaissanceglobal.com .

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Thanking you,

Yours faithfully,

For Renaissance Global Limited

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Digitally signed by Vishal Ashokrao Dhokar Vishal DN: c=IN, o=Personal,CID - 6977830, pseudonym=20240522164111243, 2.5.4.20=033e3a1f7676f62110a5045d10ffa07 08c9d64a2865686a1e785e99d7e2ba7e9, postalCode=400708, st=Maharashtra, Ashokrao title=0196, serialNumber=f621fc1d09d761ab610ea1980 5c41f606f5571282e998d2920757d0b98e77f ed, cn=Vishal Ashokrao Dhokar Dhokar Date: 2024.11.11 20:48:41 +05'30'

CS Vishal Dhokar

Company Secretary & Compliance Officer