Sanchay Finvest Ltd — Proxy Solicitation & Information Statement 2023

Sep 16, 2023

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Date: 16 September, 2023

To Department of Corporate Services, BSE Limited 25[th] Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

BSE CODE: 511563

SUBJECT: NOTICE OF EXTRA- ORDINARY GENERAL MEETING (“EGM”)

As required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we submit herewith the Notice of Extra-Ordinary General Meeting of the Company scheduled to be held on 11[TH] October 2023, Wednesday at 12:00 P.M. (IST) at the registered office of the company i.e. 209, Rajani Bhuvan, 569 M.G. Road Indore Madhya Pradesh 452001.

In compliance with above mentioned circulars, the Notice of Extra-Ordinary General Meeting will be sent in electronic mode to Members whose email IDs are registered with the Company or the Depository Participant(s).

In compliance with 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 Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, the Company is providing the facility to Members to exercise their right to vote by electronic means on Resolutions proposed to be passed at EGM. The Company has engaged CDSL for providing facility for voting through remote e-Voting, for participation in the EGM and e-Voting during the EGM.

Key information:

Cut-off Date	Wednesday 4thOctober 2023
Day, Date and time of commencement of remote e-Voting	Sunday 8thOctober 2023, 9:00 A.M.
Day, Date and time of end of remote e-Voting	Tuesday 10thOctober 2023, 5:00 P.M
Extra-Ordinary General Meeting	Wednesday 11THOctober 2023, 12:00 P.M.

The copy of the Notice of EGM is also available on the Website of the Company www.sanchayfinvest.in and on the website of the Stock Exchange i.e., BSE limited at www.bseindia.com and on the CDSL website at www.evotingindia.com

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Kindly acknowledge and take on record the same.

Thanking you,

For Sanchay Finvest Limited,

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Naresh Kumar Nandlal Sharma Managing Director (DIN: 00794218)

SANCHAY FINVEST LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE

NOTICE is hereby given that the Extra-ordinary General Meeting of the members of Sanchay Finvest Limited will be held on 11[TH] October 2023, Wednesday at 12:00 P.M. at the registered office of the company at 209, RAJANI BHUVAN, 569M.G. ROAD INDORE 452001 MP, to transact the following businesses:

Special Businesses:

1. RE-ORGANISATION OF AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF MEMORANDUM OF ASSOCIATION

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

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, under the Companies Act, 2013, (including any amendment thereto or re-enactment thereof) the existing Authorized equity Share Capital of the Company of Rs. 6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) be and is hereby reorganized as under :

• (a) Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 (Forty lacs) Equity shares of Rs.10/- each (Rupees Ten Only) each ; and

• (b) Rs. 2,00,00,000 (Rupees Two Crores) divided into 2,00,000 (Two Lacs) NonCumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each.”

“RESOLVED FURTHER THAT the Memorandum of Association of the Company after giving effect to the above re-organization of the authorized equity capital be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

• V. The Authorized Equity Share Capital of the Company is consist of Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 Equity shares (Forty

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lacs) of Rs.10/- each (Rupees Ten Only) each and the preference share capital of the company is of Rs. 4,00,00,000 (Rupees Four Crores) divided into 4,00,000 (Four Lacs) Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each (at a fixed dividend rate to be determined by the Board at the time of issue which shall not exceed 16%), with the rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase and reduce the Capital of the Company and to divide the Shares in the Capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be provided by the Articles of Association of the Company and the Companies Act, 2013.”

1. CHANGE IN THE AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF THE CAPITAL CLAUSE IN THE ARTICLES OF ASSOCIATION OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Section 13 sub-section (1), read with Section 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) , the Authorized Share Capital of the Company is consist of Rs. 8,00,00,000 (Rupees Eight Crores) divided into :

• A. Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 (Forty lacs) Equity shares of Rs.10/- each (Rupees Ten Only) each ; and

• B. Rs. 4,00,00,000 (Rupees Four Crores) divided into 4,00,000 (Four Lacs) NonCumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each (at a fixed dividend rate to be determined by the Board at the time of issue which shall not exceed 16%).

“RESOLVED FURTHER THAT the Articles of Association of the Company be and is hereby altered by substituting the existing Article 3 thereof by the following new Article as under:

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“The Authorized Share Capital of the Company is as per clause. V of the Memorandum of Association .”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to take all such steps and actions and give such directions and delegate such authorities, as it may in its absolute discretion, deem appropriate.”

3. ISSUE AND ALLOTTMENT OF 2,00,000 12% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES (NCRPS) ON PREFERENTIAL BASIS:

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

“ RESOLVED THAT pursuant to the provisions of Section 55, 42 and other applicable provisions, if any, of the Companies Act, 2013 read with rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force) and any other rules made there under, as may be amended from time to time and Memorandum and Articles of Association of the Company and consent received from the Board of Directors of the Company in their meeting held on September 08, 2023, subject to the approval of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company to offer and issue 2,00,000 (Two Lakhs ) 12% Non-Cumulative Redeemable Preference Shares (NCRPS) of face value of Rs.100/- (Rupees Hundred Only) each , through Private Placement Offer Letter or such other document/ writing to the following person/ entity:

Sr. No.	Proposed Allottees	Category	No. of Non- Cumulative preference Shares
1	Rushabh Praful Satra	Non-Promoter	50,000
2	Sangeeta Singh	Non-Promoter	50,000
3	Vrutika Praful Satra	Non-Promoter	50,000
4	Tatsat Singh	Non-Promoter	50,000

“ RESOLVED FURTHER THAT in accordance with the provisions of Section 43 and other applicable Provision of the Companies Act, 2013 each NCRPS to be issued shall be issued

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as per terms and condition mentioned in Term Sheet placed before the Board in their Meeting held on 08-09-2023.

“ RESOLVED FURTHER THAT the draft private placement offer letter, pursuant to which the offer or invitation to subscribe the shares of the Company will be made, placed before the meeting and initialed by the Chairperson for the purpose of identification be and are hereby approved.”

“RESOLVED FURTHER THAT Mr. Naresh Kumar Nandlal Sharma (DIN: 00794218) and Mr. Narottam Kumar Nandlal Sharma (DIN: 00794167) Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to the offer/ issue, allotment and utilization of the proceeds of the issue of the securities towards the company’s projects/ other business needs and finalize such documents as it may deem fit.”

“RESOLVED FURTHER THAT Mr. Naresh Kumar Nandlal Sharma (DIN: 00794218) and Mr. Narottam Kumar Nandlal Sharma (DIN: 00794167) Directors of the Company be and are hereby severally authorized to sign, execute and file all the documents and e- forms with the Registrar of Companies Madhya Pradesh Gwalior, within time prescribed.”

By Order of Board of Directors For Sanchay Finvest Limited Sd/Naresh Kumar Nandlal Sharma Place : Indore (Managing Director) Date : 08/09/2023 DIN: 00794218

REGISTERED OFFICE:

209, Rajani Bhavan, 569, M.G.Road, Indore (M.P.) - 452 001 CIN : L67120MP1991PLC006650

Email : sanchaay@gmail.com Website : www.sanchayfinvest.in

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NOTES :

• (a) Explanatory Statement in respect of special businesses to be transacted pursuant to Section 102 of the Companies Act, 2013 with respect to Item Nos. 1 to 3 is annexed hereto.

• (b) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself / herself at the venue of the meeting and such proxy need not be a member of the company. The proxies to be effective should be deposited at the registered office of the Company not less than forty-eight (48) hours before the commencement of the meeting and in default, the instrument of proxy shall be treated as invalid. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution / authority, as applicable. A person can act as a proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. Accordingly, the facility for appointment of proxies by the Members will be available for the EGM and hence the Proxy Form and Attendance Slip are annexed to this Notice.

• (c) In the case of Corporate Member, it is requested to send a scanned copy of the Board Resolution/Authorization authorizing the representative to attend the EGM physically and vote on its behalf at the meeting. The said Resolution / Authorization shall be sent to the Company Secretary by email through its registered email address to sanchaay@gmail.com

• (d) The Route Map is annexed in this Notice. The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company.

• (e) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the LODR Regulations, the Company has extended remote e- voting facility for its members to enable them to cast their votes electronically on the resolutions set forth in this notice. The instructions for remote e-voting are provided in this notice. The remote e-voting commences on Sunday 8[th] October 2023, 9:00 A.M.

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(IST) and ends on Tuesday 10[th] October 2023, 5:00 P.M (IST). The voting rights of the Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date, i.e., Wednesday 4[th] October 2023.

• (f) Any person who is not a member post cut-off date should treat this notice for information purposes only.

• (g) A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM.

• (h) Any person, who acquires shares and becomes a Member of the Company after sending the notice and holding shares as of the cut-off date, i.e., Wednesday 4[th] October 2023, may obtain the login ID and password by sending a request at helpdesk.evoting@cdslindia.com or to the Registrar and Share Transfer Agent (RTA) compliance@ankitonline.com . However, if he/she is already registered with Central Depository Services (India) Limited (CDSL) for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

• (i) CS Ramesh Chandra Mishra, Practising Company Secretary (Membership No. FCS 5477 CP No. 3987) from M/s Ramesh Chandra Mishra & Associates, vide Board Resolution dated 8[th] September, 2023 has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• (j) The Scrutinizer shall within a period not exceeding 2 (Two) working days from the conclusion of the remote e-voting period unblock the votes in the presence of at least 2 (Two) witnesses not in the employment of the Company and make a Scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company or a person authorised by him in writing.

• (k) The Results shall be declared after the EGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website viz. www.sanchayfinvest.in and on the website of CDSL within 2 (Two) working days of passing of the resolutions at the EGM of the Company and the same will also be communicated to the Stock Exchanges.

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• (l) To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (DPs) in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.

• (m) Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants

• (n) In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ RTA/ Depositories. Members may note that the Notice of EGM will also be available on the Company’s website www.sanchayfinvest.in, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of CDSL at https://helpdesk.evoting@cdslindia.com. The Company will also be publishing an advertisement in newspaper containing the details about the EGM, date and time of EGM, availability of notice of EGM at the Company’s website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company/ RTA and other matters as may be required.

• (o) Members attending the EGM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• (p) In case of joint holders, only one of the members whose name appears the Register of Members of the Company will be entitled to vote in respect of the resolutions proposed at the EGM.

• (q) The Members who have cast their vote by remote e-voting prior to the EGM may also attend/ participate in the EGM but shall not be entitled to cast their vote again.

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• (r) The Registers maintained under Section 170 & 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection till the conclusion of EGM by the members based on the request being sent on sanchaay@gmail.com .

• (s) Member(s) must quote their Folio Number/ DP ID & Client ID and contact details such as email address, contact no. etc. in all correspondences with the Company/ RTA.

• (t) As per Regulation 40 of LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA for assistance in this regard.

• (u) In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

• (v) Pursuant to the provisions of Section 72 of the Act the Member(s) holding shares in physical form may nominate, in the prescribed manner, any person to whom all the rights in the shares shall vest in the event of death of the sole holder or all the joint holders. A nomination form for this purpose is available with the Company or its RTA. Member(s) holding shares in demat form may contact their respective DPs for availing this facility.

• (w) Member(s) holding shares in physical form is/ are requested to notify immediately any change of their respective addresses and bank account details. Please note that request for change of address, if found incomplete in any respect shall be rejected. Members holding shares in demat form are requested to notify any change in their addresses, e- mails and/or bank account mandates to their respective DPs only and not to the

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Company/ RTA for effecting such changes. The Company uses addresses, e-mails and bank account mandates furnished by the Depositories for updating its records of the Shareholders holding shares in electronic/demat form.

CDSL E-VOTING SYSTEM – FOR REMOTE E-VOTING

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• 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 remote e- voting period begins on Sunday 8[th] October 2023, 9:00 A.M. (IST) and end on Tuesday 10[th] October 2023, 5:00 P.M (IST).During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date , i.e., Wednesday 4[th] October 2023 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 would 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 noninstitutional shareholders/retail shareholders is at a negligible level.

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

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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 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 evoting is in progress as per the information provided by company. On clicking the evoting 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 on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evotingis inprogress and also able to directlyaccess the system of all

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e-Voting Service Providers.

	e-Voting Service 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.com either 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-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://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.
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.

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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 withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and180022 4430

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

• (v) Login method for Remote e-Voting 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,

  • c. Shareholders holding shares in Physical Form should enter 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 had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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• 6) If you are a first-time user follow the steps given 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 company opts for e-voting through 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.

• (i) Click on the EVSN – 230915017 for the relevant “SANCHAY FINVEST LIMITED” on which you choose to vote.

• (ii) 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.

• (iii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (iv) 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.

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• (v) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (vi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (vii) 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.

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

• (ix) 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 helpdesk.evoting@cdslindia.com.

• 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 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; sanchaay@gmail.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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 .

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

2. 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 e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com 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 helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33

For any other queries relating to the shares of the Company, you may contact the Registrar and Share Transfer Agent at the following address:

Registered Office of RTA

ANKIT CONSULTANCY PVT LTD 60, ELECTRONIC COMPLEX, PARDESHIPURA, INDORE (MP)-452010

By Order of Board of Directors For Sanchay Finvest Limited Sd/Naresh Kumar Nandlal Sharma Place : Indore (Managing Director) Date : 08/09/2023 DIN: 00794218

REGISTERED OFFICE:

209, Rajani Bhavan, 569, M.G.Road, Indore (M.P.) - 452 001 CIN : L67120MP1991PLC006650

Email : sanchaay@gmail.com , Website : www.sanchayfinvest.in

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SANCHAY FINVEST LIMITED

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE ACT AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS AND FOLLOWING STATEMENT SETS OUT ALL MATERIAL FACTS RELATING TO ITEM NOS. 1 TO 3 MENTIONED IN THE ACCOMPANYING NOTICE

ITEM NO. 1 & 2 : RECLASSIFICATION OF AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION

The present authorized capital of the Company is Rs. 8,00,00,000 (Rupees Eight Crores) divided into (a) 60,00,000 (Sixty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each and (b) 2,00,000 (Two Lacs Non-Cumulative Redeemable Preference Shares) of face value of Rs . 100/each .

For the proposed new issue of 2,00,000 (two Lacs Non-Cumulative Redeemable Preference Shares) needs re-organization of the existing Authorized capital which consist of the 60,00,000 equity shares of face value of Rs. 10/- each..

As per the provisions of Sections 13 of the Companies Act, 2013, a Company can alter the Share Capital Clause of its Memorandum of Association and Articles of Association with the consent of Shareholders. On reclassification of authorized capital, it would be necessary to amend Clause V of the Memorandum of Association and Article 3 of Articles of Association. The Resolution seeks approval of Members to reclassify the Share Capital and to amend the said Clauses.

The present the Authorized Share Capital of the Company is consist of Rs. 8,00,00,000 (Rupees Eight Crores) divided into :

• A. Rs. 6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty lacs) Equity shares of Rs.10/- each (Rupees Ten Only) each ; and

• B. Rs. 2,00,00,000 (Rupees Two Crores) divided into 2,00,000 (Two Lacs) NonCumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each

After the approval of the members the share capital of the company will be :

• “The Authorized Equity Share Capital of the Company is consist of Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 Equity shares (Forty lacs) of Rs.10/each (Rupees Ten Only) each and the preference share capital of the company is of Rs. 4,00,00,000 (Rupees Four Crores) divided into 4,00,000 (Four Lacs) NonCumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each (at a fixed dividend rate to be determined by the Board at the time of issue

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SANCHAY FINVEST LIMITED

which shall not exceed 16%), with the rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase and reduce the Capital of the Company and to divide the Shares in the Capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be provided by the Articles of Association of the Company and the Companies Act, 2013.”

The Resolution requires approval of Members to reclassify the Share Capital and to amend the respective Clauses in the Memorandum of Association & Articles of Association of the Company.

None of the Directors / key managerial persons and promoter group of the Company or their relatives is interested, financially or otherwise, in the aforesaid resolution save and except to the extent of their shareholdings.

Accordingly, the Board recommends the Special Resolution set forth in Item No. 1 and 2 of the Notice for approval of the Members.

ITEM NO. 3 : ISSUE AND ALLOTTMENT OF 2,00,000 12% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES (NCRPS) ON PREFERENTIAL BASIS

The Company has proposed to issue further 2,00,000 Non-Cumulative Redeemable Preference Shares (NCRPS) of Rs. 100 each at a amounting to Rs. 2,00,00,000/- to expand its business (Development of the Company’s Services, Working capital requirements and Brokers Margin with the SE’s).

The Company shall offer and issue 2,00,000 (Two Lakhs) Non-Cumulative Redeemable Preference Shares of a face value of Rs.100/- (Rupees Hundred Only) each, on a preferential basis to the following:

a) Particulars of offer:

a) Particulars of offer:
Date of passing board resolution	08/09/2023
Date of passing members resolution	11/10/2023
Kinds of securities offered	Non-Cumulative Redeemable Preference Shares (NCRPS)
Price at which security is being offered	Rs. 100/- each
Basis or justification for the price (including premium, if any) at which the offer or invitation is being made	NA

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SANCHAY FINVEST LIMITED

Name and address of valuer who performed valuation	NA
Amount which the company intends to raise by way of securities	Rs. 2,00,00,000/- (Rupees Two Crores Only)
Terms of raising of securities	As per Term Sheet placed before the Board.
Proposed time schedule	Within 365 days from the date of passing of theresolutionby theMembers
Purposes and objects of offer	Expansion of Business of Company (Development of the Company’s Services, Working capital requirements and Brokers Margin with the SE’s.)
Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects	No 100% Contribution made by Non-Promoter
Principle terms of assets charged as securities	Not Applicable
Management’s perception of risk factors	Considering the current business and track records of the Company, the Company does not foresee difficulty in doing business.
Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of	i) Statutory dues: NIL ii) Debentures and interest thereon; NIL iii) Deposits and interest thereon; NIL iv) Loan from any bank or financial institution andinterest thereon; NIL
Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process	Naresh Kumar Nandlal Sharma Managing Director sanchay204@rediffmail.com
Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed;	Not Applicable
Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also, if there were any prosecutions filed (whether pending or not)finesimposed, compounding	Not Applicable

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SANCHAY FINVEST LIMITED

of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries; Details of acts of material frauds committed Not Applicable against the company in the last three years, if any, and if so, the action taken by the company

• b) Intention of Promoters/ Directors/ Key Management Personnel to subscribe to the offer: None of the Director and the promoter group of Company is intending to participate/ subscribe to the present offer:

• c) Completion of Allotment: The Allotment of the Non-Cumulative Redeemable Preference Shares being issued on preferential basis is proposed to be made within 365 days from the date of passing of the special resolution by the Members.

• d) Identity of proposed allottee, percentage of expanded capital to be held by them:

Sr. No.	Name of Proposed Allottee	Address	No. of Non- Cumulative Redeemable Preference Shares to be allotted	% of Issue of preference capital (post allotment)
1	Mr.Rushabh Praful Satra	701,Rehana Heights, 6, Chapel Lane, Near Bhagvan Cutpiece Centre,Santacruz (West),Mumbai, Maharashtra 400054	50,000	12.50%
2	Mrs. Sangeeta Singh	A5/1/41,Nabard Park,s v Road, Next to Khira Nagar, Santacruz (West), Mumbai, Maharashtra-400054	50,000	12.50%
3	Mrs.Vrutika Praful Satra	701,Rehana Heights, 6, Chapel Lane, Near Bhagvan Cutpiece Centre,Santacruz (West),Mumbai, Maharashtra400054	50,000	12.50%
4	Mr, Tatsat Singh	A5/1/41,Nabard Park,s v Road, Next to Khira Nagar, Santacruz (West), Mumbai, Maharashtra- 400054	50,000	12.50%

• e) Consequential Changes in voting Rights and Change in Control: The Preferential shareholders has no voting rights except for and at the time of declaration of dividend in accordance with the companies Act, 2013.There will be no change in control of the Company, pursuant to the Allotment of Non-Cumulative Redeemable Preference Shares on a preferential basis at the time of allotment.

The proposed issue of preference shares will not be listed.

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SANCHAY FINVEST LIMITED

• f) Pricing of the Issue: The price of the Non-Cumulative Redeemable Preference Shares to be allotted to the promoter on preferential basis shall be at Rs. 100 (face value Rs.100/- each) each accordance with the requirements contained in the Private Placement Rules, 2014 as amended from time to time.

• g) Declaration: Company and each Directors of Company hereby declare that,

• a) the company has complied with the provisions of the Act and the rules made thereunder;

• b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;

• c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;

None of the Directors/ KMP, Promoter and Promoter Group are any way interested in the aforesaid resolution.

Accordingly, the Board recommends the Special Resolution set forth in Item No. 3 of the Notice for approval of the Members.

By Order of Board of Directors For Sanchay Finvest Limited Sd/Naresh Kumar Nandlal Sharma Place : Indore (Managing Director) Date : 08/09/2023 DIN: 00794218

REGISTERED OFFICE:

209, Rajani Bhavan, 569, M.G.Road, Indore (M.P.) - 452 001 CIN : L67120MP1991PLC006650

Email : sanchaay@gmail.com , Website : www.sanchayfinvest.in

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SANCHAY FINVEST LIMITED

SANCHAY FINVEST LIMITED CIN: L67120MP1991PLC006650

REGD. OFFICE: 209, Rajani Bhavan, 569, M.G.Road, Indore (M.P.) - 452 001

ATTENDANCE SLIP

EXTRA-ORDINARY GENERAL MEETING

EVSN NO IS. 230915017

I hereby record my presence at the Extra-Ordinary General Meeting of the Company to be held on Wednesday, 11[th] October, 2023 at Registered office of the company i.e. 209, Rajani Bhavan, 569 M.G. Road Indore MP 452001 IN. At 12.00 P.M.

Name of the Member:

Folio/Client ID No.:

Name of the Proxy/ Representative (in Block Letters)

(To be fill in if the Proxy/Representative attends

Instead of the Member)

I certify that I am a member / proxy / authorized representative for the member of the Company.

Signature of the Member or Proxy/Representative:

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY-EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.

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SANCHAY FINVEST LIMITED

SANCHAY FINVEST LIMITED

CIN: L67120MP1991PLC006650

REGD. OFFICE: 209, Rajani Bhavan, 569, M.G.Road, Indore (M.P.) - 452 001

PROXY FORM EXTRA-ORDINARY GENERAL MEETING

[Pursuant to this Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: SANCHAY FINVEST LIMITED

Registered office:- 209, Rajani Bhavan, 569 M.G. Road Indore MP 452001 IN.

Tel.No.;- 2620 5500, 2671 6288, E-Mail;- sanchaay@gmail.com Website: www.sanchayfinvest.in

Name of the Member (s):

Registered Address:

Email-Id: Folio No/Client ID: DP ID:

I/We, being the member (s) holding shares of the above named company, hereby appoint,

1. Name: Address: E-mail Id: Signature: __________, or failing him / her

2. Name: Address: E-mail Id:

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SANCHAY FINVEST LIMITED

Signature: __________, or failing him / her

3. Name:

Address: E-mail Id: Signature: __________, or failing him / her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of Sanchay Finvest Limited to be held on Wednesday, 11[th] October, 2023 at 12.00 p.m. at registered office i.e. 209, Rajani Bhavan, 569 M.G. Road, Indore, Madhya Pradesh, 452001. And at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No.	Resolutions	For	Against	Abstain
	Special Businesses
1)	Reclassification of Authorized Share Capital and Consequent Alteration of Memorandum of Association
2)	Change in the authorized share capital and consequent alteration of the capital clause in the articles of association of the company
3)	Issue and allottment of 2,00,000 12% Non-Cumulative Redeemable Preference Shares (NCRP) on Preferential basis
Signed this____ day of_________2023 Signature of shareholder: _____________ Signature of Proxy holder(s): ____________

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SANCHAY FINVEST LIMITED

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Please complete all details including details of member(s) before submission.

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SANCHAY FINVEST LIMITED

FORM NO.MGT-12 POLLING PAPER

[Pursuant to section 109 (5) of the Companies Act, 2013 and Rule 21 (1) (c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: SANCHAY FINVEST LIMITED

CIN: L67120MP1991PLC006650

Registered Office: 209, Rajani Bhavan, 569M.G. Road Indore MP 452001 IN

Website: www.sanchayfinvest.in Email: sanchaay@gmail.com

BALLOT PAPER

r. No.	Particulars	Detail
1	Name of the First-named Shareholder(In BLOCK letters)
2	Postal address
3	Registered Folio No./ DP ID and Client ID No. (Applicable to investors holding shares in dematerialized form)

I hereby exercise my vote in respect of Ordinary/ Special Resolution/s enumerated below by recording my assent or dissent to the said Resolution in the following manner :

Resolutions	No. of shares held by me	I assent to the Resolution	I dissent from the Resolution
Reclassification of Authorized Share Capital and Consequent Alteration of Memorandum of Association

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SANCHAY FINVEST LIMITED

2 Change in the authorized share capital and consequent alteration of the capital clause in the articles of association of the company 3 Issue and allottment of 2,00,000 12% Non-Cumulative Redeemable Preference Shares (Ncps) on Preferential basis

Place: INDORE Date : 11/10/2023

(Signature of the shareholder)

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8/31/23, 6:59 PM

Rajani Bhawan - Google Maps

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Mahatma Gandhi Rd, Opposite High Court, Nehru Park 2, Dhenu Market, Indore, Madhya Pradesh 452001

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Monica Galaxy 4.0 (782) · ₹₹ Ice cream shop Open ⋅ Closes 12 am Classic Bar & Restaurant 3.7 (727) · ₹₹ Bar ⋅ Open Closes 11:30 pm

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