SBC EXPORTS LIMITED — Proxy Solicitation & Information Statement 2022

Jan 14, 2022

SBC EXPORTS LIMITED

CIN: L18100UP201 | PLC043209 Registered Office: House No.-20, Lohiya Talab, Choti Basahi, P.O. Vindhyachal Mirzapur, Uttar Pradesh-231307, Telephone: 01 20-2895246, Website: www.sbcexportslimited.com, Email: info@sbcexportslimited.com

NOTICE OF POSTAL BALLOT/E-VOTING Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration Rules), 2014

Dear Shareholders,

Notice is hereby given that pursuant to the provisions of the Section, 108 & 110 and other applicable provisions, if any of the Companies Act, 2013 read with rule 20 & 22 of the Companies (Management & Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), and pursuant to applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Business set out in this notice as the Special Resolution through Postal Ballot (including e-voting process) by the members of SBC EXPORTS LIMITED ("The Company").

The proposed resolution and explanatory statement pertaining to the said resolution, pursuant to sections 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each items and the reason thereof is appended herewith for your consideration.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide the e-voting facility. Accordingly, members shall may cast their vote electronically through the NSDL evoting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link https://www.evoting.nsdl.com/ from Wednesday, 12th January, 2022, 9.00 a.m. (IST) onwards to Thursday, 10th February, 2022, 5.00 p.m. (IST). Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company, at its meeting held on Friday, 7th January, 2022 has appointed Mr. Asim Kumar Mandal, (Membership no. 46621) Proprietor of M/s. Kumar Mandal & Associates, Practicing Company Secretaries, Delhi, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson of the Company on Friday, 11th February, 2022 at the Company's registered office. Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed.

The duly completed postal ballot form(s) should reach the scrutinizer at 92/2, Govindpuri, Kalkaji, New Delhi-110019 or at email id Ashukumar843@gmail.com not later than 05:00 p.m. on 10th February, 2022 otherwise it will be strictly treated as if reply from the member has not been received.

In addition to the results being communicated to BSE Limited (BSE) & National Stock Exchange (NSE), the results along with Scrutinizer's report will also be placed on Company's website viz. www.sbcexportslimited.com and shall also be available at the Company's registered office on all working days (except Saturday & Sunday) from 11 a.m. to 4 p.m.

The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for voting i.e. 10th February, 2022.

The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot (including E-voting process):

SPECIAL BUSINESS

ITEM NO. 1- SUB-DIVISION OF EQUITY SHARES FROM THE FACE VALUE OF RS.10/- PER SHARE TO RE. 1/-PER SHARE

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

RESOLVED THAT pursuant to provisions of Section 61(1)(d)and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the provisions of the Memorandum and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessaryfrom the appropriate statutory authority(ies), each of the Equity Shares of the Company having a facevalue of Rs. 10/- each fully paid up, be sub-divided into one equity shares of Re. 1/- each fully paidup.

RESOLVED FURTHER THAT pursuant to the Sub-division of equity shares of the Company, the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of nominal value of Rs. 10/- (Rupees Ten Only) each, shall stands sub-divided into 1 (One) Equity Shares of nominal value of Re.1/- (Rupee One Only) each.

RESOLVED FURTHER THAT upon the sub-division of the Equity Shares as aforesaid, the Existing Share Certificate(s) in relation to the existing Equity Shares of the face value of Rs.10/- each heldin physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date and the Company may without requiring the surrender of the existing Share Certificate(s) directly issue and dispatch the new Share Certificate(s) of the Company, in lieu of such existing issued Share Certificate(s) and in case of the Equity Shares held in dematerialized form, the number of sub-divided Equity Shares be credited to their respective beneficiary accounts of the shareholders with the Depository Participants, in lieu of the existing credits representing the Equity Shares of the Company before sub-division.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company be and are/is hereby jointly/severally authorized to do, perform and execute all such acts, deeds, matters and things as it may consider necessary, expedient, usual or proper to give effect to this resolution including but not limited to fixing of the record date as per the requirement of the Listing Agreement, execution of all necessary documents with the Stock Exchanges and the Depositories, and/or any other relevant statutory authority, if any, cancellation or rectification of the existing physical share certificates in lieu of the old certificates and to settle any question or difficulty that may arise with regard to the subdivision of the equity shares as aforesaid or for any matters connected herewith or incidental hereto."

ITEM NO. 2 - INCREASE OF AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and, if thought fit, to pass, the following resolution as 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) and the provision of Memorandum and Articles of Association of the Company and the Equity Listing Agreement entered into with the Stock Exchanges by the Company subject to such other approvals, consent, permissions and sanction if any, as may be required from the concerned Stock Exchanges or any other Authority under any other Law for the time being in force, the consent of the members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from Rs. 11,10,00,000/- (Rupees Eleven Crores Ten Lakhs only) divided into 1,11,00,000 (One Crore Eleven Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs. 22,00,00,000/- (Rupees Twenty Two Crores only) divided into 22,00,00,000 (Twenty Two Crores) Equity Shares of Re. 1/- (Rupees One only) each ranking pari passu in all respects with the existing equity shares of the Company and consequently, the existing Clause V of the Memorandum of Association of the Company, be and is hereby replaced with the following new Clause V:

V. The Authorised Share Capital of the Company is Rs. 22,00,00,000/- (Rupees Twenty Two Crores only) divided into 22,00,00,000 (Twenty Two Crores) Equity Shares of Re. 1/- (Rupees One only) each.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company be and is hereby jointly/severally authorized to do all such act(s), deed(s), things and to execute all documents, deeds and writings, including but not limited to preparing, executing and filing necessary forms, applications, documents with Registrar of Companies, stock Exchanges, National Securities Depository Limited (NSDL),Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose.

ITEM NO. 3 - ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

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

"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 ("Act") and Rules made thereunder (including any statutory modification(s) or reenactment thereof, for the time being in force), the consent of Members of the Company, be and is hereby accorded for alteration of clause 48 of Articles of association of the Company, be and is hereby altered to addition of clause 48 (c) with the following.

48 (c) The Company may, in terms of Section 63 of the Act, issue fully paid-up bonus Shares to its Members, in any manner whatsoever, out of (i) its free reserves, (ii) the security premium account, or, (iii) the Capital Redemption Reserve Account. Provided that no issue of bonus Shares shall be made by capitalizing reserves created by revaluation of assets.

RESOLVED FURTHER THAT the any Director or Company Secretary of the Company be and is hereby authorised to do all such act(s), deed(s) and things including all forms, documents filing with Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution."

ITEM NO. 4 - ISSUE OF BONUS SHARES

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the Section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable Regulations and Guidelines issued by the Securities and Exchange Board of India (the "SEBI") (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such consents and approvals as may be required from the appropriate authorities, the consent of the members of the Company be and is hereby accorded for such sums as may be determined to be required by the Board, from and out of the amount standing to the credit of the General Reserves including Security Premium account of the Company as at March 31,

2021, to capitalize and transfer to the Share Capital Account, for the purpose of allotment of new equity shares of the Company of Re. 1/- (Rupees One only) each as fully paid-up Bonus Shares, to be allotted as fully paid-up equity shares to the existing equity shareholders of the Company, in the proportion of (1:1) one new equity share for every one existing equity share, held by the Members of the Company, whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners as received from the Depositories, as on the record date to be fixed by the Board in this regard.

RESOLVED FURTHER THAT the new equity shares of Re. 1/- (Rupee One only) each to be allotted as Bonus Shares shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing fully paid-up equity shares of the Company in all respects and shall be entitled to participate in full in any dividends and any other corporate action declared after the new equity shares are allotted and no allotment letters shall be issued to the allottees of the bonus shares.

RESOLVED FURTHER THAT the bonus shares shall be issued to the allottees in the same mode as existing shares are held by them on the record date and the bonus equity shares in physical form shall thereafter be dispatched to the allottees, except in respect of those allottees who hold existing equity shares in dematerialized form, within the period prescribed or that may be prescribed in this behalf, from time to time.

RESOLVED FURTHER THAT the issue and allotment of the said bonus shares to the extent they relate to Non-Resident Indians, Foreign Portfolio Investors, Foreign Nationals, Foreign Corporate Bodies (including Overseas Corporate Bodies), Persons of Indian Origin and other Foreign Investors of the Company, shall be subject to the applicable regulations under the Foreign Exchange Management Act, 1999.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings as it may in its sole and absolute discretion deem necessary, expedient or incidental in this regard including but without limitation to file any documents with the Securities and Exchange Board of India, Stock Exchange(s) where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or Concerned Authorities, applying and seeking necessary listing approvals from the Stock Exchange(s), and to settle any question, difficulty or doubt that may arise in regard thereto."

By Order of the Board of Directors For SBC Exports Limited Sd/- Hari Om Sharma Company Secretary & Compliance Officer M.No.: 41738

Place: Ghaziabad Date: 11th January, 2022

NOTES:

• 1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 stating all material facts and the reasons for the proposal is annexed herewith.
• 1. The Board of Directors of the Company ("the Board") at its meeting held on Friday, 7th January, 2022 has appointed Mr. Asim Kumar Mandal, Practicing Company Secretary firm

(Membership No. A- 46621 & COP No. 17039) to act as "The Scrutinizer" for conducting the Postal Ballot in accordance with the Act and in a fair and transparent manner.

• The Postal Ballot Notice is being sent to all the members, whose names appear as on 31st December, 2021, in the Register of members maintained by the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Voting Rights shall be reckoned on the paid up value of the shares registered in the name of the members as on the cutoff date. The Postal Ballot Notice is sent electronically to all the shareholders who have registered their email address with the Company/ Depositories and to other shareholders by Registered Post/ Courier. Any person who is not a Member as on the said cut-off date should treat this Notice for information purposes only.
• Shareholders who have registered their e-mail IDs with their Depository Participants /Company are being sent Notice of Postal ballot by e-mail and Shareholders who have not registered their e-mail id will request to please register their mail ids with the Company.
• The members can opt only one mode for voting i.e. either by physical ballot or e-voting. If you are opting for e-voting, then do not vote by physical ballot and vice-versa. However, in case Member(s) cast their vote both via physical ballot and e-voting, the voting validity done through e-voting shall prevail and voting done by physical ballot shall be treated as invalid.
• Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorised representatives with proof of their authorisation.
• In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating e-voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form.
• The voting period begins on Wednesday, 12th January, 2022, 9.00 a.m. (IST) onwards to Thursday, 10th February, 2022, 5.00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once vote on a resolution is cast by the member, he/ she shall not be allowed to change it subsequently or cast the vote again.
• The results of the Postal Ballot will be declared on Friday, 11th February, 2022. The results of the Postal Ballot will be hosted on the website of the Company viz. www.sbcexportslimited.com and will also be communicated to the Stock Exchange where the equity shares of the Company are listed. The results of the Postal Ballot will be declared by the Chairperson or in his absence by the Managing Director or Company Secretary, or any other person so authorised by the Chairperson and it will display at Company's Registered Office. The resolutions will be taken as passed if the results of the Postal Ballots indicate that the requisite majority of the shareholders assented to the Resolution.
• 1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for e-voting i.e. 10th February, 2022.
• 1. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 31st December, 2021.
• 1. The Scrutinizer's decision on the validity or otherwise of the Postal Ballot will be final.
• 1. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday &

The instructions for voting are as under:

14. PROCEDURE / INSTRUCTIONS FOR REMOTE E-VOTING:

How do | vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

		seks
	redirectedtoremote e-Voting period.	e-Voting websiteNSDLfor casting your voteduringtheof
IndividualShareholdersholding securitiesin demat modewith CDSL	without any further authentication.EasiestareVoting Menu.3. If the user is notrecordedEmail asVoting is in progress.	1. Existing users who have opted for Easi / Easiest, they can login through theiruser id and password. Option will be made available to reach e-Voting pageTheURL foruserslogin toEasito/https: //web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click on New System Myeasi.2. After successful login of Easi/Easiest the user will be also able to see the EThe Menu willprovider i.e.links of e-Voting servicehaveNSDL. Click on NSDL to cast your vote.registered for Easi/Easiest, option to register is available athttps: //web.cdslindia.com/myeasi/Registration/EasiRegistration4. Alternatively, the user can directly access e-Voting page by providing dematAccount Number and PAN No. from a link in www.cdslindia.com home page.The system will authenticate the user by sending OTP on registered Mobile &demat Account.After successful authentication,in theNSDL where the e-user will be provided links for the respective ESP i.e.
IndividualShareholders(holdingsecurities indemat mode)login throughparticipants	Depositoryyouroption,you will beagainst companynamee-Voting period.	You can also login using the login credentials of your demat account throughNSDL/CDSLParticipantregistered withfor e-Votingfacility.Once login, you will be able to see e-Voting option. Once you click on e-Votingredirected to NSDL/CDSL Depository site after successfulauthentication, wherein you can see e-Voting feature. Click on options availableprovider-NSDLor e-Votingserviceyouandwillbetheir depository redirected to e-Voting website of NSDL for casting your vote during the remote
related	Helpdesk for Individual Shareholdersto login through Depository i.e. NSDL and CDSL.	Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget UserID and Forget Password option available at abovementioned website.holding securities in demat mode for any technical issues
Login typeIndividual Shareholders holdingsecurities in demat mode with NSDL		Helpdesk detailsMembers facing any technical issue in login can contactNSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990and1800 22 44 30
Individual Shareholders holdingsecurities in demat mode with CDSL		Members facing any technical issue in login can contactCDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43
theVisit1.2.newA3.Alternatively,	mode and shareholders holding securities in physical mode.How to Log-into NSDL e-Voting website?e-VotingwebsiteofOnce the home page of e-Voting system is launched,available under 'Shareholders' section.screenopen.YouwillVerification Code as shown on the screen.if youarehttps://eservices.nsdl.com/with	B) Login Method for shareholders other than Individual shareholders holding securities in dematOpenwebbrowserNSDL.typingfollowingURL:thebyhttps: //www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.click on the icon "Login" which isPasswordhaveenteryourUseryourandwilltoID,aregistered for NSDLeservicesIDEAS,youcanlog-inati.e.OnceNSDLyourIDEASexistingyoulog-inlogin.to

Login type	Helpdesk details
Individual Shareholders holdingsecurities in demat mode with NSDL	Members facing any technical issue in login can contactNSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 9901800 22 44 30and
Individual Shareholders holdingsecurities in demat mode with CDSL	Members facing any technical issue in login can contactCDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43
mode and shareholders holding securities in physical mode.	B) Login Method for shareholders other than Individual shareholders holding securities in demat
How to Log-into NSDL e-Voting website?
websitee-VotingtheVisitof1.	OpenwebbrowserNSDL.followingtypingURL:theby
	https: //www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

	How to Log-into NSDL e-Voting website?
1.	webwebsiteOpenbrowsere-VotingfollowingNSDL.typingURL:thetheVisitbyof
	https: //www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2.	Once the home page of e-Voting system is launched,click on the icon "Login" which is
	available under 'Shareholders' section.
3.	newPasswordscreenopen.YouhaveenteryouryourUserandwillwilltoAID,a
	Verification Code as shown on the screen.
	registered for NSDLAlternatively,if youeservicesyouIDEAS,canarelog-inati.e.
	https://eservices.nsdl.com/NSDLOnceyourIDEASyouwithexistinglog-inlogin.to

eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

2 i.e. Cast your vote electronically.	eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
Your User ID details are given below :4.Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physicala) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client
account with NSDL.	IDFor example if your DPIN300*** andID isthenyourClient12******userIDID
b) For Members who hold shares in demataccount with CDSL.	isis N 300***1 DRRRRRE .16 Digit Beneficiary IDexample12ersBeneficiaryyourForIDifisthenyouruserIDis1 7D RERRRRRERERERE
For MembersPhysical EVENholding sharesc)inForm.	NumberNumberfollowedFoliobyregistered with the companynumber is 001*** andFor example if folioEVEN is 101456 then user ID is 101456001 ***
Your password details are given below:5.a)login and cast your vote.b)'initial password' which was communicated to you.change your password.How to retrieve your 'initial password'?c)(i)numberaccountfoliofororcontains your 'User ID' and your 'initial password'.If your emailID is not registered,(ii)6.your password:"ForgotDetails/Password?"(If youUserClick ona)account with NSDL or CDSL) option available on www.evoting.nsdl.com.b)available on www.evoting.nsdl.com.c)your PAN, your name and your registered address.d)the e-Voting system of NSDL.7.	If you are already registered for e-Voting, then you can user your existing password toIf you are using NSDL e-Voting system for the first time, you will need to retrieve theOnce you retrieve your 'initialpassword', you need to enter the 'initial password' and the system will force you toIf your email ID is registered in your demat account or with the company,your 'initial password' is communicated to you on your email ID. Trace theemail sent to you from NSDL from your mailbox. Open the email and open theattachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdffile is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSLThesharesphysicalform.held.pdffileinmentioned below inplease follow stepsprocess for those shareholders whose email ids are not registered.If you are unable to retrieve or have not received the " Initial password" or have forgottenin your dematholding sharesarePhysical User Reset Password?" (If you are holding shares in physical mode) optionIf you are still unable to get the password by aforesaid two options, you can send arequest at evoting@nsdl.co.in mentioning your demat account number/folio number,Members can also use the OTP (One Time Password) based login for casting the votes onAfter entering your password, tick on Agree to "Terms and Conditions" by selecting on the
check box.Now, you will have to click on "Login" button.s._ After you click on the "Login" button, Home page of e-Voting will open.9.

• 1. Your password details are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
• (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
  • 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
    • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
    • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
    • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
    • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
  • 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  • s. Now, you will have to click on "Login" button.
  • 1. _ After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

	seks
	After successful login at Step 1, you will be able to see the Home page of e-Voting.Click on eVoting. Then,click on Active Voting Cycles.
	Select "EVEN" of company for which you wish to cast your vote.Now you are ready for e-Voting as the Voting page opens.
	verify/modifyappropriateselectingoptionsassentCastyourvotedissent,thebyi.e.ornumberfor which"Submit"sharesyouwishcast your voteandandclick onalsoofto"Confirm" when prompted.
	Upon confirmation, the message "Vote cast successfully" will be displayed.You can also take the printout of the votes cast by you by clicking on the print option on the
7.	confirmation page.Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
	General Guidelines for shareholders
1	Institutional shareholdersHUF,requiredother thanindividuals,to sendNRIetc.)are(i.e.scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with
	attested specimen signature of the duly authorized signatory(ies) who are authorized to vote,ashukumar843@gmail.commarkedcopyScrutinizere-mailwiththebytototoaevoting@nsdl.co.in.
	It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential. Login to the e-voting website will be disabled upon
	five unsuccessful attempts to key in the correct password. In such an event, you will need to goDetails/Password?"Password?"through"Forgot"PhysicalResetoptiontheUserUseror
	available on www. evoting.nsdl.com to reset the password.In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders
	downloadmanualShareholderse-votingavailablesectionandusertheforofatwww.evoting.nsdl.com1800-222-990sendrequestonfreeno.:orcallortollataevoting@nsdl.co.in
Process	whoseshareholdersemailregistereddepositoriesthosewiththearenotforforids

procuring user id and password and registration of e mail ids for evoting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to (info@sbcexportslimited.com ).
• In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to (info@sbcexportslimited.com ). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013 SETTING OUT MATERIAL FACTS:

Item No. 1 and 4

The equity shares of your Company are listed and actively traded on The National Stock Exchange of India Limited and the BSE Limited.

With a view to encourage participation of small investors by making equity shares of the Company affordable and at the same time enhancing the liquidity of the Company's equity shares with higher floating stock in absolute numbers thereby expanding the retail shareholders base on one hand and at the same time considering the favourable position of Reserves and Surplus, the Board of Directors in their meeting held on Friday, January 7th , 2022 has considered it desirable to recommend subdivision of its Equity Shares of Rs. 10/- each into One equity shares of Re. 1/- each and to issue bonus shares at the ratio of 1:1 [i.e. 1 (One) fully paid up equity shares for every 1 (one) equity shares held as on the 'record date' to be determined by the Board. This bonus allotment will also rationalize the paid up capital of the company with the funds employed in the company.

None of the Directors / Key Managerial Personnel of the Company or their relatives are concerned or interested in the resolution except to the extent of their shareholding in the Company, if any.

The Board recommends the resolution set forth in Item no. 1 and 4 for the approval of the members as an Ordinary Resolution.

Item No. 2

At present the Authorized share capital of the company is Rs. 11,10,00,000/- (Rupees Eleven Crores Ten Lakhs only) divided into 1,11,00,000 (One Crore Eleven Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each out which paid up share capital of the company is Rs. 10,58,20,000/- (Rupees Ten Crore Fifty Eight Lacs Twenty Thousand Only) divided into 1,05,82,000 (One Crore Five Lacs Eighty Two Thousand) equity shares of Rs. 10/- each.

The Board of Directors of the company in its meeting held on Friday, 7th January, 2022 have recommended the sub-division of equity shares of Rs. 10/- each into denomination of Re. 1/- each and to issue bonus shares at the ratio of 1:1 [i.e. 1 (One) fully paid up equity shares for every 1 (one) equity shares held, subject to approval of members of the Company. Accordingly, pursuant to the said sub- division as set out in Item No. 1 and issuance of bonus shares as set out in Item No. 4 would require increase in the authorized share capital of the Company and the revised authorized share capital of your Company will be Rs. 22,00,00,000/- (Rupees Twenty Two Crores only) divided into 22,00,00,000 (Twenty Two Crores) Equity Shares of Re. 1/- (Rupees One only) each.

Further, in view of increased Authorised share capital it is also necessary to amend clause V of the Memorandum of Association to increase the Authorised Share Capital. As per the provisions of sections 13 & 61 of the companies Act, 2013, approval of the shareholders is required to be accorded for alteration in the Memorandum of Association and for increasing the Authorized Share Capital of the Company by way of passing an Ordinary Resolution.

The Board of Directors of the company do hereby confirm that none of the Directors, Key Managerial personnel and relatives thereof are interested aforesaid resolution.

The Board recommends the resolution set forth in Item no. 2 for the approval of the members as Special Resolution.

Item No. 3

As per the Section 63 of the Companies Act, 2013 a Company can issue Bonus Shares if only its Articles of Association permits to do so. If there is no provision then Company shall alter its Articles of Association and mention clause for issuance of Bonus Shares. Hence, Board of Directors have approved the resolution in relation to addition of clause for issuance of Bonus Shares.

As per the provisions of Sections 63 of the Companies Act, 2013, approval of the shareholders is required to be accorded for issuance of Bonus Shares to the members of the Company by way of passing a Special Resolution.

None of the other Directors, Key Managerial Personnel, and their relatives, are in any way, concerned or interested, in the said resolution.

Accordingly, the Directors recommend the matter and the resolution set out under item no. 3 for the approval of the Members by way of passing a Special Resolution.

By Order of the Board of Directors For SBC Exports Limited Sd/- Hari Om Sharma Company Secretary & Compliance Officer M.No.: 41738

Place: Ghaziabad Date: 11th January, 2022

SBC EXPORTS LIMITED

Registered Office: House No.-20, Lohiya Talab, Choti Basahi, P.O. Vindhyachal Mirzapur, Uttar Pradesh-

POSTAL BALLOT FORM

• Registered address of the Sole/First named Shareholder
• Registered Folio No./DP ID No./ Client ID No.* *(Applicable to Shareholders holding share(s) in Demat form)
• 1. Number of Share(s) held

I/We hereby exercise my/our vote in respect of the resolution to be passed through Postal Ballot as stated in the Notice dated | Ith January, 2022 of the Company by sending my/our assent or dissent to the said Resolution by placing the tick (Vv) mark in the appropriate box below:

	EXPORTSSBCRegistered Office: House No.-20, Lohiya Talab, Choti Basahi, P.O. Vindhyachal Mirzapur, Uttar Pradesh	LIMITEDCIN: LI8100UP201 PLC043209		aees
	231307, Telephone	: 01 20-2895246,
	Websitewww.sbcexportslimited.com, Email: info@sbcexportslimited.com:
		POSTAL BALLOT FORM
			Postal Ballot No
	Name(s) of Shareholder(s)(Including Joint holders, if any)
	namedRegisteredaddressSole/FirsttheofShareholder
	Registered Folio No./DP ID No./ Client ID No.(Applicable to Shareholders holding share(s) in Dematform)
4.	Number of Share(s) held
	I/We hereby exercise my/our vote in respect of the resolution to be passed through Postal Ballot as stated in the Noticedated Ith January, 2022 of the Company by sending my/our assent or dissent to the said Resolution by placing the tick(Vv) mark in the appropriate box below:
No	Item Brief Particulars of the Resolution	No of Shares	'We assent to the Resolution(FOR)	[We dissent to theResolution
				(AGAINST)
	Ordinary Resolution for Sub-Divisionof equityshares from the face value of Rs.10/- per share toRe. I/- per share.
	Of AuthorizedResolutionIncreaseForSpecialShare Capital And Consequent Alteration Of The
	Memorandum Of Association Of The Company.Special Resolution For Alteration Of The ArticlesOf Association Of The Company.
	Ordinary Resolution For Issue Of Bonus Shares
Place:Date:			(Signature of the Shareholder)
Notes:	) Each equity share of the Company carries one vote.2) Please read carefully the instructions printed overleaf before exercising the vote.

INSTRUCTIONS

• A member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached self-addressed business reply envelope. However, envelopes containing Postal Ballot Form, if sent by courier or by registered post at the expense of the shareholder will also be accepted.

• The self-addressed envelope bears the address of the Scrutinizer appointed by the board of directors of the Company.

• This Postal Ballot Form should be completed and signed by the shareholder as per the specimen signature registered with the Company or the Depository Participant. In case of joint holding, this Postal Ballot Form should be completed and signed by the first named shareholder and in his absence, by the next named joint shareholder.

• There will be only one Postal Ballot Form for every Folio/ Client ID irrespective of number of joint holders.

• The votes should be casted either in favour or against by putting the tick (Vv) mark in the column provided for assent or dissent. Postal Ballot Form bearing tick marks in both the columns for the same shares will render the Postal Ballot Form invalid.

• Unsigned, incorrectly signed or incomplete Postal Ballot Forms will be rejected.

• Shareholders are requested to carefully read the instructions printed in the Postal ballot form and return the form duly completed in the attached self -addressed postage prepaid envelope, so as to reach the Scrutinizer at ashukumar843@gmail.com before the closing of working hours on 5.00 p.m. of Thursday, |Oth February, 2022. Please note that Postal Ballot Form(s) received after the said date will be treated as not having been received.

  • Voting rights shall be reckoned on the number of shares registered in the name of the shareholders as on Friday, 31st December, 2021.
  • Postal Ballot Forms signed in the representative capacity must be accompanied by the requisite certified true copy of power of attorney/resolution of board of directors of the corporate shareholder being represented. If the same is/ are already registered with the Company, please quote the registration no. beneath the signature.
  • . Shareholders are requested not to send any other paper along with the Postal Ballot Form. They are also requested not to write anything on the Postal Ballot Form except giving their assent or dissent and putting their signature.
  • . The result of the postal ballot will be declared in the newspapers for the information of the shareholders, uploaded on the Company's website www.sbcexportslimited.com and communicated to the stock exchanges where the Company's shares are listed.
• 1. The Scrutinizer's decision on the validity of a postal ballot will be final.