Sanchay Finvest Ltd — Proxy Solicitation & Information Statement 2023

Mar 9, 2023

SANCHAY FINVEST LTD.

806, Dev Plaza, 68, S. V. Road, Andheri (West), Mumbai - 400 058. Tel. : 2620 5500, 2671 6288 Fax : 2620 ⁶⁰⁷² E-mail : sanchayfin21@hotmail.com Member : National Stock Exchange of India Ltd.

Date: 09.03.2023

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

BSE CODE: 511563

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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 scheduled to be held on Friday, March 31,2023 at 11:00 A.M. (IST) at the registered office of the company at 209, RAJANI BHUVAN, 569M.G. ROAD INDORE MP 452001 IN.

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 EOGM. The Company has engaged CDSL for providing facility for voting through remote e-Voting for the EOGM.

Cut-off Date	Friday, March 24, 2023
Day, Date and time of commencement of remote Tuesday, March 28, 2023 at 9:00 a.m. (IST) e-Voting
Day, Date and time of end of remote e-Voting	Thursday, March 30, 2023 at 5:00 p. m.(IST)
Extra-Ordinary General Meeting	Friday, March 31,2023 at 11:00 A.M.

The copy of the Notice of EOGM is also available on the Website of the Company at www.sanchayfinvestin and on the website of the Stock Exchange ie, BSE limited at www.bseindia.com and on the CDSL website at www.evotingindia.com

SANCHAY FINVEST LTD. 806, Dev Plaza, 68, S. V. Road, Andheri (West), Mumbai - 400 058.

Tel. : 2620 5500, 2671 6288 Fax : 2620 6072 E-mail : sanchayfin21@hotmail.com Member : National Stock Exchange of India Ltd.

Kindly acknowledge and take on record the same.

Thanking you,

For Sanchay Finvest Limited,

AABN

Naresh Kumar Nandlal Sharma Managing Director (DIN: 00794218)

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 Friday,2023 at 2:00 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. To consider the conversion of Loan of the promoter and promoters Group(s) to the Company into equity shares or preference shares to the extent of Rs. 90,00,000/- in one or multiple tranches that was used for the purpose of working capital requirement.

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

"RESOLVED THAT pursuant to section 39,42 & 62 and other applicable provisions of the Companies Act, 2013, as amended (the "Companies Act 2013") and the Rules made there under to the extent notified and the Memorandum & Articles of Association of the Company, consent of the Company be and is hereby accorded to utilize/convert the Loan(s)/Advances advanced to the Company on various dates and aggregating to Rs. Up to 90,00,000/- as on 08-03-2023 by Mrs. Narbada Naresh Sharma — Promoter group of the Company towards any future subscription in one or multiple tranches of equity Shares or preference shares, at such price and condition(s) as decided by the Board and in accordance with SEBI Act, 1992 and rules and Regulation framed thereunder including The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), and subsequent amendments thereto, including but not restricted to the (SEBI ICDR Regulations), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and rules framed thereunder:

SI. No.	Name	08-03-2023 (Rs.)	Loan Outstanding as on Loan to be (upto) adjusted towards the subscription of Equity shares or preference shares (Rs.)
1.	Mrs. Narbada Naresh Sharma	90,00,000	90,00,000

"RESOLVED FURTHER THAT pursuant to 62 and other applicable provisions of the Companies Act, 2013, read with Companies (Share Capital and Debentures) Rules , 2014 and the Memorandum & Articles of Association of the Company and any other applicable laws / rules / regulation, the company shall not be required to open a separate Bank Account and comply the applicable provisions of section 39 & 42 of the Companies Act, 2013 and rules framed thereunder in connection with the conversion of the above loan of the promoter, in

one or multiple tranches, towards future subscription of equity shares (both equity / preference Shares)."

"RESOLVED FURTHER THAT pursuant to Section 42 & 62 and other applicable provisions of the Companies Act, 2013, as amended (the "Companies Act 2013") and the Rules made there under to the extent notified and the Memorandum & Articles of Association of the Company, consent of the Company be and is hereby accorded and also taken on record for the utilization of the loans aggregating up to of Rs. 90,00,000/- as on 08-03-2023 given by Mrs. Narbada Naresh Sharma to the company on various occasions as mentioned in the Explanatory statement this notice be and hereby treated /considered as the utilization of fund towards the subscription proceeds any issue of share of the company."

"RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board/ the Committee be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment of aforesaid equity and to resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of any of the said equity shares or preference shares, the utilization of the redemption proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit for this purpose, including without limitation, appointment of consultants, solicitors, merchant bankers, or any other agencies as may be required ."

2. Reclassification 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 Share Capital of the Company of Rs. 8,00,00,000 (Rupees Eight Crores) divided into 80,00,000 (Eighty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) be and is hereby reclassified to :

• (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 200,000 (Two Lacs) non-cumulative redeemable preference shares of Rs. 100/- (Rupees One Hundred Only) each."

"RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

V. The Authorized Share Capital of the Company is consist of 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 Rs. 2,00,00,000 (Rupees Two Crores) divided into 200,000 (Two 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."

3. 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 reenactment thereof) , the Authorized Share Capital of the Company is consist of Rs. 8,00,00,000 (Rupees Eight Crores) divided into 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 Rs. 2,00,00,000 (Rupees Two Crores) divided into 200,000 (Two 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%).

"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:

"The Authorized Share Capital of the Company is as per cl. 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.

4 ISSUE AND ALLOTT OF 80.000 12% NON-CUMULATIVE PREFRENCE SHARES (NCPS) ON PREFERENTIAL BASISON:

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 March 08, 2023, approval of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company to offer and issue 80,000 (Eighty Thousand ) 12% Non-Cumulative preference shares (NCPS) 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	Mrs. Narbada Naresh Sharma	Promoter Group - Individual	80,000

"RESOLVED FURTHER THAT in accordance with the provisions of Section 43 and other applicable Provision of the Companies Act, 2013 each NCPS to be issued shall be issued as per terms and condition mentioned in Term Sheet placed before the Board in their Meeting held on 08-03-2023.

"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 Sharma (DIN: 00794218) and Mr. Narottam 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 Sharma (DIN: 00794218) and Mr. Narottam 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, Rajasthan, Indore within time prescribed."

Dated: 08-03-2023 For and on behalf of Board of Directors Sd/-

Naresh Kumar Sharma Managing Director DIN: 00794218

Place : INDORE

Registered Office:

209, RAJANI BHUVAN, 569M.G. ROAD INDORE MP 452001 IN

E-mail: sanchaay@gmail.com

Website: http://www.sanchayfinvest.in

NOTES:

• (@) Subject to and in accordance with relaxation provided by the government in the wake of COVID-19 pandemic, the Company is holding EOGM in physical mode.
• (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.
• (© 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 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 e-voting are

provided in this notice. The e-voting commences on Tuesday, March 28, 2023 at 9:00 a.m. (IST) and end

on Thursday, March 30, 2023 at 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., Friday, March 24, 2023.

• f) Any person who is not a member post cut-off date should treat this notice for information purposes only.
• (8) 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., Friday, March 24, 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) ankit_4321@yahoo.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, Practicing Company Secretary (Membership No. FCS 5477 CP No. 3987) from M/s Ramesh Chandra Mishra & Associates, vide Board Resolution dated 08-03-2023 has been appointed as the Scrutinizer to scrutinize the voting and e-voting process in a fair and transparent manner.
• 1) The Scrutinizer shall within a period not exceeding 2 (Two) working days from the conclusion of the evoting 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. http://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.
• 0 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 will also be available on the Company's website http://www.sanchayfinvest.in, websites of the Stock Exchange i.e. BSE Limited atwww.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.

• (0) 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.
• (a) 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.
• {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 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.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING:

Members are requested to carefully read the instructions printed on the Form, record your assent (for) or dissent (against) through e-voting.

The way to vote electronically on CDSL e-Voting system consists of "Two Steps" which are mentioned below:

In terms of SEBI circular dated December 09, 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.

The Company is pleased to offer e-voting facility to all its members to enable them to cast their vote electronically in terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and as per listing agreement (including any statutory modification or re- enactment thereof for the time being in force). Accordingly, a member may exercise his vote by electronic means and the Company may pass any resolution by electronic voting system in accordance with the below provisions, through the e- voting services provided by CDSL.

• 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 evoting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting will be provided by CDSL.
• The attendance of the Members attending the EGM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
• 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 http://www.sanchayfinvest.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www .bseindia.com and www.evotingindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• (i) The voting period begins on Tuesday, March 28, 2023 at 9:00 a.m.(IST) and end on Thursday, March 30, 2023 at 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 (record date) of Friday, March 24, 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 non-institutional 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 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.

(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 above said SEBI Circular, Login method for remote e-Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	Users who have opted for CDSL Ease / Easiest facility, can 1) login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com select New and click on icon and Login System Myeasi.
	After successful login the easy / Easiest user will be able to see 2) 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 remote e-Voting vote during period the or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
	If the user is not registered for Easi/Easiest, option to register 3) available at is https://web.cdslindia.com/myeasi/Registration/EasiRegistrati on
	Alternatively, the user can directly access e-Voting page by 4) Number and Demat Account PAN providing from No. e a www.cdslindia.com home page. The Voting link available on system authenticate sending OTP user the by on will registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL	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 Owner" e-Services is launched, click on the "Beneficial 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 be re-directed to e-Voting service provider website for will casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2)	registered for IDeAS e-Services, option to If the user is not https://eservices.nsdl.com. available Select register at is "Register Online IDeAS "Portal for click or at https://eservices.nsdl.com/SecureWeb/ldeasDirectReg.isp
	3)	Open web browser Visit the e-Voting website of NSDL. by https://www.evoting.nsdl.com/ following typing URL: the either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" 'Shareholder/Member' which under available section. A is new screen will open. You will have to enter your User ID (i.e. digit demat account number hold with your sixteen NSDL), Password/OTP shown Code Verification and the on as a screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. company name provider name or e-Voting service Click on redirected e-Voting provider and you service be to will remote website your vote during e-Voting casting the for period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants		You can also login using the login credentials of your demat account through your Depository Participant registered 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

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 at helpdesk.evoting@ cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login NSDL helpdesk sending contact can by a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
• 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
• For CDSL: 16 digits beneficiary ID,
• 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.
• 6) If you are a first-time user follow the steps given below:

For Shareholders holding shares in Demat Form other than individual ang Physical Form

PAN	alpha-numeric *PAN Income your Enter issued Tax 10 digit by
	Department (Applicable for both demat shareholders as well as physical
	shareholders)
	who Shareholders updated PAN have with not their the eo
	Company/Depository requested Participant use the are to
	Company/RTA number sequence contact sent by or
	Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Bank	as recorded in your demat account or in the company records in order
Details	to login.
OR Date	recorded depository both with the details are not the or If eo
Birth of	member id / folio number company, please enter the the in
(DOB)	Dividend Bank details field as mentioned in instruction (v).

• (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.
• (ix) Click on the EVSN — 230308006 for the relevant "Sanchay Finvest Limited" 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.
• (xvi) Facility for Non — Individual Shareholders and Custodians —Remote Voting
• a. 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 should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• 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 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.

Manner of Registering and/ or Updating Email address:

¥v' With a view to send Notice of the ensuing EGM, and other communications, In electronic form, shareholders of SANCHAY FINVEST LIMITED holding shares In dematerialized form, who have not yet registered their E-mail ID are requested to register/update the same with the Depository through their Depository Participants.

¥" Shareholders holding shares In physical form and dematerialized form, can register their E-mail ID by visiting www .ankitonline.com of Ankit Consultancy Pvt. Ltd (RTA),Registrar & Share Transfer Agent of the 2nd Floor Alankar Point, Gita Bhavan Chouraha, A.B. Road, Indore, Madhya Pradesh,452010.The Shareholders are requested to provide details such as Name, Folio Number, E-mail Id along with phone number.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

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 on 022-23058542/43.

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

Ankit Consultancy Pvt. Ltd, 2nd Floor Alankar Point, Gita Bhavan Chouraha, A.B. Road,Indore,Madhya Pradesh,452010 Tel. : 0731-2491298 Fax. : 0731 - 4065798 Email : ankit_4321(@yahoo.com Website : www.ankitonline.com

Dated : 08-03-2023 For and on behalf of Board of Directors Sd/-

Naresh Kumar Sharma Managing Director DIN: 00794218

Place : INDORE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ("ACT") AND SEBI (ISSUE OF CAPITAL. AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 ("SEBI ICDR REGULATIONS"), AND REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Item no. 1

The Company, from time to time has obtained loans and advances from the following Proposed Allottee:

Sr.	Name	Loan Given	Amount	Total
No		(Rs.)as on	payable	on outstanding
		08-03-2023	proposed	Loan be to
			subscription	adjusted against
			(Rs)	subscription the
				Equity & of
				preference
				shares (Rs.)
1.	Mrs. Narbada Naresh Sharma	90,00,000	90,00,000	90,00,000
		Total 90,00,000

As on 08-03-2023 up to Rs. 90,00,000/- is outstanding and the company deployed the loans received from the above said promoter group towards working capital, general corporate purpose and other creditors requirements, without any interest upto 30" June, 2023.

The Board assured them that when there will be any expansion of capital, that time they will be given an option to subscribe the capital of the company and their outstanding's will be adjusted against the subscription amount.

The Board at their meeting held on 08-03-2023 decided to consider conversion of Loan of the above said lender of the Company approved the same.

None of the Directors/KMP or their relatives except the promoter group are concerned or interested in the said resolution.

The Statutory Auditor M/s. M/s. V. R. Bhabhra & Co ,Chartered Accountants (FRN — 112861W) confirmed that as on 08- 03-2023, the Company has accepted Loans from the above said lender/proposed allottee up to Rs. 90,00,000/- of the Company. A certificate from the Statutory Auditor about the Loans from the above said proposed allottee up to Rs. 90,00,000/- of the Company is available for inspection at the registered office of the company during the business hours till the date of the meeting between 11.00 a.m. to 01.00 p.m. and the copy of the same made available to any member free of cost.

Extracts of the Board Resolution dated 08-03-2023 which includes the Term & Conditions of the Conversion of the Loan of the above said proposed allottee into equity shares or preference shares will be available for inspection at the registered office of the company during the business hours till the date of the meeting between 11.00 a.m. to 01.00 p.m. and the copy of the same made available to any member free of cost.

The salient features of the Loan of the above said proposed allottee up to Rs. 90,00,000/- now liable to be used for the purpose of this issues:

1. The Loans from the above said proposed allottee up to Rs. 90,00,000/- to be used as subscription money in any future capital dilution of any fresh issue of capital.

2. The Loan and advances from the above said proposed allottee up to Rs. 90,00,000/- may be used for future allotment of any share Up to 30.06.2023 or may be repaid before that.

3. Interest on the Above Loan Up to 30.06.2023 is Nil. There after @ 12% P.A.

4. Utilization of the Loan and Advances: The Loan was taken by the company on various occasions to meet with the meeting with working capital needs be considered as part of the object of any future issue.

The explanatory statement given in item no. 1 also forms a part of Loan converting into Equity or preference shares.

The Board of Directors recommends the resolution for your approval.

None of the Directors, Key Managerial Personnel except the promoter and promoter group of the Company or their relative is in anyway concerned or interested in the proposed resolution except to the extent of their shareholding in the Company. Accordingly, the Board recommends passing of the resolutions set out at Item No 1 for approval of the Members through remote e-voting and voting at EOGM dated 31.03.2023.

Item No. 2&3: -

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 80,00,000 (Eighty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each . A separate proposal for issue of preference shares is proposed by the Board, Since the company presently only utilized the authorized capital to the extent of Rs 3.15Cr, it is advisable to re-arrange the authorized capital by a proper division of equity and preference share capital .

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 preference capital component of authorized capital is sought to be reclassified into equity shares and it is proposed that the existing Authorized Share Capital of the Company of Rs. 8,00,00,000 (Rupees Eight Crores) divided into 80,00,000 (Eighty Lacs) Equity Shares of Rs.10/- each (Rupees Ten Only) each is reclassified to Rs. 6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty Lacs ) Equity shares of Rs.10/- (Rupees ten Only) each and Rs.2,00,00,000 (Rupees Two Crores) divided into 2,00,000 (Two Lacs) non-cumulative redeemable preference shares of Rs.100/- (Rupees One Hundred Only) each.

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.

The Board of Directors recommends the passing of these Resolutions by special resolutions. None of the Directors / key managerial persons except 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.

Item No: 4: -

The Company has proposed to issue 80,000 Non-Cumulative Preference Shares (NCPS) of Rs. 100 each at a amounting to Rs. 80,00,000/- to expand its business (Development of the Company's Services, Working capital requirements).

The Company shall offer and issue 80,000 (Eighty Thousand) Non-Cumulative Preference Shares of a face value of Rs.100/- (Rupees Hundred Only) each, on a preferential basis to the following:

a) Particulars of offer:

Date of passing board resolution	08/03/2023
Date of passing members resolution	31/03/2023
Kinds of securities offered	Non-Cumulative Preference Shares (NCPS)

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
Name and address of valuer who performed valuation	NA
Amount which the company intends to raise by way of securities	Rs. 80,00,000/- (Rupees Eighty Lakhs 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 the resolution by the Members
Purposes and objects of offer	Company Expansion Business of of Company's (Development Services, of the Working capital requirements).
Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects	100% BY PROMOTER
Principle terms of assets charged as securities	Not Applicable
Management's perception of risk factors	Considering business current and track the 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	Statutory dues: NIL 1) ii) Debentures and interest thereon; NIL ii1) Deposits and interest thereon; NIL iv) Loan from any bank or financial institution and interest 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
Details of any litigation or legal action pending or Department Ministry taken any by of the or Goverment 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 Department Ministry issued such by or or upon conclusion statutory authority such of litigation or legal action shall be disclosed;	Not Applicable
inspections Details any inquiry, of or or conducted under the investigations initiated 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) fines imposed, compounding of offences in	Not Applicable

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

• b) Intention of Promoters/ Directors/ Key Management Personnel to subscribe to the offer: None of the Director except the promoter group of Company is intending to participate/ subscribe to the present offer:
• ¢) Completion of Allotment: The Allotment of the Non-Cumulative 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 Preference Shares to be allotted	% of Issue of preference capital
1	Mrs. Narbada Naresh 501 Neel Mani 2 Sharma	Bapubhai Vashi Road Vileparle West, Mumbai Maharashtra, India 400056	80,000	100%

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 Preference Shares on a preferential basis at the time of allotment.

The proposed issue of preference shares will not be listed.

• f) Pricing of the Issue: The price of the Non-Cumulative 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;
• ¢) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;

The Resolutions are placed for your approval.

None of the Directors/ KMP except promoter and promoter group are any way interested in the aforesaid resolution.

SANCHAY FINVEST LIMITED

CIN: L67120MP1991PL.C006650

REG OFFICE:- 209, RAJANI BHUVAN, 569 M.G. ROAD INDORE MP 452001 IN

ATTENDANCE SLIP

EXTRA-ORDINARY GENERAL MEETING

I hereby record my presence at the Extra-Ordinary General Meeting of the Company to be held on Friday, March 31,2023 at registered office of the company 209, Rajani Bhuvan, 569 M.G. Road Indore MP 452001 IN. At 11.00 A.M.

Name of the Member:

Folio/Client ID No.:

Name of the Proxy/Representative (in Block Letters)

(To be filled 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.

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 BHUVAN, 569M.G. ROAD INDORE MP 452001 IN Website: http://www.sanchayfinvest.in Email : sanchaay(@gmail.com

BALLOT PAPER

sr. No.	Particulars	Details
Name of the First-named Shareholder (In 1
	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:

Sr.	Resolutions	No. of	I assentto I dissent
No.		shares	the	from the
		held by		resolution resolution
		me
	Special Business
1	conversion Loan To consider the of of the promoter and promoters Group(s) to the Company preference equity shares shares into the or to 90,00,000/- extent one multiple of Rs. or in tranches that was used for the purpose of working capital requirement.
2	Reclassification of Authorized Share Capital and Consequent Alteration of Memorandum of Association
3	Change Authorized Share Capital and the in consequent alteration of the Capital Clause in the Articles of Association of the Company.
4	Non-Cumulative 12% 80,000 and Issue of allott Prefrence Shares (NCPS) on preferential basis

Place :

Date: (Signature of the shareholder)

SANCHAY FINVEST LIMITED CIN: L67120MP1991PLC006650

REGD. OFFICE: - 209, RAJANI BHUVAN, 569M.G. ROAD INDORE Indore MP 452001 IN PROXY FORM EXTRA- ORDINARY GENERAL MEETING

[Pursuant to this Section 105(6) of the Companies Act, 2013 and rule 193) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: SANCHAY FINVEST LIMITED

Registered office:- 209, Rajani Bhuvan, 569 M.G. Road, Indore, Madhya Pradesh, 452001

Tel.No.;- 0731-2432106,432106, 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:
	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 Friday, March 31,2023 at 11.00 a.m. at registered office i.e. 209, Rajani Bhuvan, 569 M.G. Road, Indore, Madhya Pradesh, 452001. And at any adjournment thereof in respect of such resolutions as are indicated below:

	Resolutions	For	Against	Abstain
Special Businesses
I"	conversion Loan promoter consider To and the of of the
	Company promoters Group(s) equity shares the into to or
	preference 90,00,000/- shares to the extent of Rs. one or in
	multiple tranches that was used for the purpose of working capital
	requirement.
2	of Authorized Consequent Reclassification Share Capital and
	Alteration of Memorandum of Association
	Change in the Authorized Share Capital and consequent alteration
	of Association Clause Capital Articles of the the of the in
	Company.
4	12% Non-Cumulative Prefrence Shares [Issue and allott of 80,000
	(NCPS) on preferential basis

Signed this	day of	2023

	Affix
Signature of shareholder:	Revenue
	Stamp
Signature of Proxy holder(s):

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