Senco Gold Limited

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Ref: SEC/SE/62/2024-25 Date: 25[th] October 2024

The Manager- Listing The National Stock Exchange of India Limited “Exchange Plaza”, Bandra – Kurla Complex, Bandra (EAST), Mumbai – 400051 NSE SYMBOL: SENCO	The Manager – Listing BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 BSE SCRIP CODE: 543936

Dear Sir(s)/Madam(s),

Sub: Notice of Postal Ballot - Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed copy of the Postal Ballot Notice ( ‘Notice’ ) of the Company dated October 4, 2024 along with Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for seeking approval of the Members of the Company on the resolutions forming part of the Notice.

The details of the calendar of events for the Postal Ballot are as follows:

Sr. No.	Event	Day & Date
1	Cut-off date (for sending notice and eligibility of e- voting)	October 18, 2024 (Friday)
2	Date of completion of dispatch of Postal Ballot notice	October 25, 2024 (Friday)
3	e-Voting Start date with time	October 28, 2024 (Monday), 9.00 a.m.(IST)
4	e-Voting End date with time	November 26, 2024 (Tuesday), 5.00p.m.(IST)
5	Date of submission of Scrutinizer’s Report	On or before November 28, 2024(Thursday)
6	Date of Declaration of Result by the Chairperson	On or before November 28, 2024(Thursday)

In compliance with the provisions of the general circulars issued by the Ministry of Corporate Affairs, the notice has been sent through electronic mode to those members whose e-mail address are registered with the Company / Depositories / Registrar and Share Transfer Agent

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and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on Friday, October 18, 2024 (‘Cut-off date’ ). Accordingly, physical copy of the notice is not being sent to the Members for this Postal Ballot.

The Company has engaged the services of Central Depository Services (India) Limited (‘CDSL’) to provide remote e-Voting facility to its members. The remote e-Voting period commences on Monday, October 28, 2024, from 9.00 a.m. (IST) and ends on Tuesday, November 26, 2024, at 5.00 p.m. (IST). The e-Voting module shall be disabled by CDSL thereafter. Please note that communication of assent or dissent of the Members would only take place through the remote e-Voting system. The instructions for remote e-Voting form part of the ‘Notes’ section to the notice.

The notice is available on the website of the Company: www.sencogoldanddiamonds.com and the same is also available on the website of CDSL at www.evotingindia.com.

This is for your information and records.

Yours sincerely,

For SENCO GOLD LIMITED

Mukund Digitally signed by Mukund Chandak Chandak Date: 2024.10.25 17:48:43 +05'30' Mukund Chandak

Company Secretary & Compliance Officer Membership No. A20051

Encl: As above

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CIN: L36911WB1994PLC064637

Registered & Corporate Office: “ Diamond Prestige”, 41A, A.J.C. Bose Road, 10[th] Floor, Kolkata-700017 Phone: 033 4021 5000/5004 Email: [email protected] Website: https://sencogoldanddiamonds.com

POSTAL BALLOT NOTICE [Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014]

E-VOTING STARTS ON E-VOTING ENDS ON Monday, 28[th] October, 2024 at 9.00 a.m. (IST) Tuesday, 26[th] November, 2024 at 5.00 p.m. (IST)

Dear Members,

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“the Act”), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended (“ the Management Rules ”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (“ the MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘ SEBI Listing Regulations’ ), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the members of Senco Gold Limited (“the Company”) through postal ballot (“ the Postal Ballot ”) only by way of remote e-voting (“ e-voting ”).

In line with the above referred MCA Circulars, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, 18[th] October, 2024 (the “Cut-off date”) and whose e-mail addresses are registered with the Company/Depository Participant / Depository/ KFin Technologies Limited, the Company’s Registrar & Share Transfer Agent (“RTA”).

An explanatory statement pursuant to Section 102 and 110 of the Act and other applicable provisions of the Act, pertaining to the resolutions, setting out the material facts and reasons thereof, is appended to this Notice. The Board of Directors of the Company has appointed Mr. Atul Kumar Labh, Practicing Company Secretary (Membership No. 4848, CP No.3238) of M/s A.K. Labh & Co, Company

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Secretaries as the Scrutinizer for conducting the Postal Ballot process through e-voting, fairly and transparently.

The Company has engaged Central Depository Services (India) Limited (CDSL) for facilitating e- voting. Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice. The detailed procedure with respect to e- voting is mentioned in this Notice.

The e-voting facility will be available during the following period:

Commencement of E-voting period	Monday,28th October,2024 at 9.00 a.m.(IST)
Conclusion of E-voting period	Tuesday,26th November,2024 at 5.00p.m.(IST)
Cut – off date for eligibility to vote	Friday,18th October,2024

The e-voting facility will be disabled by CDSL immediately after 5.00 p.m. IST on Tuesday, 26th November, 2024.

The last date of e-voting, i.e. Tuesday, 26th November, 2024 shall be the date on which the resolution would be deemed to have been passed.

SPECIAL BUSINESS(ES):

1. TO APPROVE CAPITAL RAISING BY WAY OF ISSUANCE OF EQUITY SHARES AND/OR EQUITY LINKED SECURITIES BY WAY OF QUALIFIED INSTITUTIONS PLACEMENT (“QIP”) IN ONE OR MORE TRANCHES

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

“ RESOLVED THAT pursuant to Sections 23, 42, 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, including any amendment(s), statutory modification(s),or re-enactment(s) thereof for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) and the Foreign

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Exchange Management Act, 1999 and the regulations made thereunder including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry Government of India from time to time, each as amended, the listing agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited (the “Stock Exchanges”) where the equity shares of face value of ₹ 10 each of the Company (the “Equity Shares”) are listed, and other applicable statutes, laws, regulations, rules, notifications or circulars or guidelines promulgated or issued from time to time by the Ministry of Finance, Ministry of Corporate Affairs (“MCA”), Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”), Stock Exchanges, Registrar of Companies, West Bengal at Kolkata(“RoC”), the Government of India (“GOI”) and such other governmental/ statutory/regulatory authorities in India or abroad, and subject to all approvals, permissions, consents, and/or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GOI, ROC, or any other concerned governmental/ statutory/regulatory authority in India or abroad, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and/or sanctions by any of the aforesaid authorities, which may be agreed to by the Board of Directors of the Company (“Board” which term shall be deemed to include any committee which the Board of Directors may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution) and subject to any other alterations, modifications, conditions, changes and variations that may be decided by the Board in its absolute discretion, the consent, authority and approval of the members of the Company be and is hereby accorded to create, offer, issue, and allot, in one or more tranches, such number of Equity Shares, and/ or securities convertible into Equity Shares at the option of the Company and/ or the holders of such securities, and/ or securities linked to Equity Shares, and/or any other instrument or securities representing Equity Shares and/ or convertible securities linked to Equity Shares (all of which are hereinafter collectively referred to as “Securities”) (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) and/or any combination thereof, in accordance with applicable law, from time to time, with or without green shoe option, or cash, and/or one or more issuances simultaneously or collectively or otherwise to eligible Qualified Institutional Buyers (“ QIB ” ) as defined under SEBI ICDR Regulations, through a Qualified Institutions Placement (“ QIP ”) as per Chapter VI of the SEBI ICDR Regulations, and/or any combination thereof or any other method as may be permitted under applicable laws including residents and/ or non-residents (whether institutions, incorporated bodies, mutual funds or otherwise) venture capital funds (foreign or Indian), alternate investment funds, foreign portfolio

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

investors, qualified foreign investors and/or multilateral financial institutions, mutual funds, insurance companies, banks, pension funds and/ or any other eligible category of investors as may be permissible under applicable laws (collectively, called the “Investors”), pursuant to Chapter VI of SEBI ICDR Regulations (whether or not such investors are Members of the Company, to all or any of them, jointly and/or severally) as may be decided by the Board or a duly constituted committee thereof in its absolute discretion and permitted under applicable laws and regulations, for cash, for an aggregate amount not exceeding Rs. 500 Crores (Rupees Five Hundred Crores Only) (inclusive of such discount or premium to market price or prices permitted under applicable law), on such other terms and conditions as may be mentioned in the offer document and/or preliminary placement document or placement document and/or private placement offer letter (along with the application form ) and/ or such other documents/ writings/ circulars/ memoranda to be issued by the Company in respect of the proposed issue, as permitted under applicable laws and regulations, in such manner, and on such terms and conditions as may be deemed appropriate by the Board in its absolute discretion may deem fit and appropriate and without requiring any further approval or consent from the Members, considering the prevailing market conditions and/or other relevant factors, and wherever necessary, in consultation with the book running lead managers and/or other advisors appointed by the Company and the terms of the issuance as may be permitted by SEBI, the Stock Exchanges, RBI, MCA, GOI, ROC, or any other concerned governmental/statutory/ regulatory authority in India or abroad, together with any amendments and modifications thereto ( “Issue” ).

RESOLVED FURTHER THAT the QIP shall be undertaken subject to the following provisions of the SEBI ICDR Regulations:

a) the allotment of Securities shall only be made to successful eligible qualified institutional buyers as defined in the SEBI ICDR Regulations (“QIBs”);
b) the Equity Shares to be so created, offered, issued and allotted, shall be subject to the provisions of the memorandum of association and articles of association of the Company;
c) The Equity Shares issued and allotted under QIP shall rank pari passu inter se in all respects including with respect to entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company in all respects;
d) the allotment of the Equity Shares, or any combination of Securities, as may be decided by the Board (which term shall be deemed to include any Committee thereof), shall be completed within 365 days from the date of passing of this special resolution or such other

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

time as may be allowed under the SEBI ICDR Regulations, Companies Act, and/or applicable and relevant laws/guidelines, from time to time;

e) the Securities allotted shall not be eligible to be sold by the allottee for a period of 1 year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time under the SEBI ICDR Regulations;
f) in accordance with Regulation 171(b) of the SEBI ICDR Regulations, the ‘Relevant Date’ for determination of the floor price of the Equity Shares to be issued pursuant to QIP shall be the date of meeting in which the Board decides to open the QIP.
g) in the event that convertible securities of the Company are issued to QIB under Chapter VI of the SEBI ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board decides to open the issue of such convertible securities or any other date in accordance with applicable law, and at such price being not less than the price determined in accordance with the pricing formula provided under Part IV of Chapter VI of the SEBI ICDR Regulations;
h) the number and/or price of the Equity Shares to be issued on conversion of Securities convertible into Equity Shares shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalization of profits or reserves or any such capital or corporate re-organisation or restructuring;
i) any issue of Securities made by way of a QIP in terms of Chapter VI of the SEBI ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (the “QIP Floor Price”), further Board may at its sole and absolute discretion, issue Eligible Securities at a discount of not more than 5% (five percent) on the price so calculated or such value as permitted under applicable law on the QIP Floor Price or such other discount as may be permitted under pricing formula under Part IV of Chapter VI of SEBI ICDR Regulations to the QIP Floor Price;
j) no single allottee shall be allotted more than 50% of the proposed QIP size and the minimum number of allottees shall not be less than two (in case the issue size is less than or equal to ₹ 250 Crores) or five (in case the issue size is more than ₹ 250 Crores), as applicable, or in a manner as may be prescribed from time to time under the SEBI ICDR Regulations;

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

k) the Equity Shares shall only be allotted as fully paid-up Equity Shares and no partly paid-up Equity Shares, or other Securities shall be issued/allotted;
l) no allotment shall be made, either directly or indirectly, to any person who is a promoter, or any person related to promoters in terms of the SEBI ICDR Regulations;
m) the Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed in the SEBI ICDR Regulations, from the date of prior QIP made pursuant to one or more special resolutions;
n) A minimum of 10% of the Securities to be issued and allotted pursuant to Chapter VI of ICDR Regulations shall be allotted to Mutual Fund(s) and if the Mutual Fund(s) do not subscribe to said minimum percentage or any part thereof, such minimum portion or part thereof may be allotted to other QIBs; and
o) an issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender.

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

RESOLVED FURTHER THAT for the purpose of giving effect to creation, offer, issue, allotment or listing of the Securities pursuant to the offering, the Board be and is hereby authorized, to take all actions and do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the offering, including but not limited to the negotiation, finalization and approval of the draft as well as final offer document(s), placement document, and any addenda or corrigenda thereto with the Regulatory Authorities, as may be required, placement agreement, escrow agreement, monitoring agency agreement, agreement with the depositories and

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

other necessary agreements, memorandum of understanding, deeds, general undertaking/indemnity, certificates, consents, communications, affidavits, applications (including those to be filed with regulatory authorities, if any) after execution of the Transaction documents) together with all other documents, agreements, instruments, letters and writings required in connection with, or ancillary to, the Transaction Documents (the “Ancillary Documents” ) as may be required or necessary for the aforesaid purpose, including to sign and/or dispatch all forms, filings, documents and notices to be signed, submitted and/or dispatched by it under or in connection with the documents to which it is a party as well as to execute any amendments to the Transaction Documents and the Ancillary Documents, and to determine the form and manner of the offering, identification and class of the Investors to whom the Securities are to be offered, utilization of the issue proceeds and to make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with SEBI, in accordance with SEBI.

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

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

RESOLVED FURTHER THAT the approval of the Members of the Company be and is hereby accorded to the Board and the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted under the Issue in accordance with the terms of the Issue.

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

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

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

RESOLVED FURTHER THAT the Board be and is hereby authorized to approve, finalise, execute, ratify, and/ or amend/ modify agreements and documents, including any power of attorney, lock up letters, and agreements in connection with the appointment of any intermediaries and/ or advisors (including for marketing, listing, trading and appointment of book running lead managers/ legal

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

counsel/ bankers/ advisors/ registrars/ and other intermediaries as required) and to pay any fees, commission, costs, charges and other expenses in connection therewith.

RESOLVED FURTHER THAT subject to applicable law, the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Committee of the Board, or any such persons as it may deem fit in its absolute discretion, with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the offering and settle any questions or difficulties that may arise in this regard to the offering.”

2. APPROVAL FOR SUB-DIVISION/ SPLIT OF EXISTING 1 (ONE) EQUITY SHARE OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH FULLY PAID UP INTO 2 (TWO) EQUITY SHARES OF FACE VALUE OF RS. 5/- (RUPEES FIVE ONLY) EACH FULLY PAID UP

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

“ RESOLVED THAT pursuant to the provisions of Sections 61(1)(d), 64 and other applicable provisions of the Companies Act, 2013 (“Act”) (if any), read with relevant Rules made thereunder, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactments thereof, for the time being in force), in accordance with the Articles of Association of the Company and subject to receipt of such other approvals, consents and permissions as may be required from concerned statutory authorities and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals and on recommendation of the Board of Directors of the Company (hereinafter referred to as “the Board”, which expression shall include any Committee of the Board of Directors), approval of the Members of the Company be and is hereby accorded for sub-division/ split of the existing equity shares of the Company, such that each equity share having face value of Rs 10/- (Rupees ten only) each fully paid-up, be sub-divided/split into 2 (Two) equity shares having face value of Rs 5/- (Rupees five only) each fully paid-up, ranking paripassu with each other in all respects with effect from the Record Date (“Record Date”) to be determined by the Board for this purpose.

RESOLVED FURTHER THAT pursuant to the sub-division/split of equity shares of the Company, all the equity shares of face value of Rs 10/- (Rupees ten only) each consisting in the Authorized equity share capital existing on the Record Date, shall stand sub-divided/split as follows:

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Type of Capital	Pre-sub-division/split	Pre-sub-division/split	Pre-sub-division/split	Post sub-division/split	Post sub-division/split	Post sub-division/split
	No. of equity shares	Face Value (Rs)	Total equity share capital (Rs)	No. of equit shares	y Face Value (Rs)	Total equity share capital (Rs)
Authorised Equity Share Capital	10,00,00,000	10	100,00,00,000	20,00,00,000	5	100,00,00,000

RESOLVED FURTHER THAT pursuant to the sub-division/split of equity shares of the Company, all the equity shares of face value of Rs 10/- (Rupees Ten only) each fully paid-up consisting in the Issued, Subscribed and Paid-up equity share capital existing on the Record Date, shall stand subdivided/split as follows:

Type of Capital	Pre-sub-division/split	Pre-sub-division/split	Pre-sub-division/split	Post sub-division/split	Post sub-division/split	Post sub-division/split
	No. of equity shares	Face Value (Rs)	Total equity share capital (Rs)	No. of equity shares	Face Value (Rs)	Total equity shares capital (Rs)
Issued, Subscribed and Paid-up Share Capital	7,77,22,448	10	77,72,24,480	15,54,44,896	5	77,72,24,480

RESOLVED FURTHER THAT upon sub-division/split of equity shares as aforesaid and with effect from the Record Date:

(a) for the equity shares held in physical form, the existing share certificate(s) in relation to the said equity shares, shall be deemed to have been automatically cancelled and shall be of no effect and the Board, without requiring the Members to surrender their existing share certificate(s), shall issue, sign and dispatch new share certificate(s) of the Company and shall comply with the prevailing laws/guidelines in this regard; and

(b) for the equity shares held in dematerialized form, the sub-divided/split equity shares shall be credited proportionately into the respective beneficiary demat account(s) of the Members held with

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

their depository participants, in lieu of the existing credits present in their respective beneficiary demat accounts.

RESOLVED FURTHER THAT the Board (which term shall include the Nomination Remuneration & Compensation Committee constituted by the Board under the SEBI (SBEB & SE) Regulations) be and is hereby authorized to make appropriate adjustments to ensure fair and reasonable adjustment to the entitlement of the participants under the ‘Senco Gold Limited Employees Stock Option Scheme 2018’ of the Company due to sub-division/split of equity shares as aforesaid to the outstanding stock options (whether vested or unvested as on the Record Date) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.

“ RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Act and the Rules made thereunder, consent of members of the Company be and is hereby accorded to substitute the existing Clause V of the Memorandum of Association of the Company with the following new clause:

“The Authorised share Capital of the Company shall comprise of Rs.114,00,00,000/- (Rupees One Hundred and Fourteen Crores only) consisting of Rs. 100,00,00,000/- (Rupees One Hundred Crores) divided into 20,00,00,000 (Twenty Crores) Equity Share shares of Rs 5/- each (Rupees Five) and Rs.14,00,00,000/- Crores (Rupees Fourteen Crores only) divided into 1,40,00,000 (One Crore Forty Lakhs) Preference Shares of Rs.10/each (Rupees Ten), with power to increase or reduce the same in accordance with provisions of Companies Act, 2013 and to classify or reclassify the share capital as required thereof.”

RESOLVED FURTHER THAT the sub-division/ split of equity shares shall be subject to the terms and conditions contained in Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, to give such directions as they may in their absolute discretion deem necessary, proper or desirable, to settle any question, difficulty that may arise with regard to the sub-division/split of the equity shares as aforesaid and to carry out/execute all matters in connection therewith and incidental thereto in order to give full effect to this resolution including execution and filing of all the relevant documents with the Registrar of Companies, Stock Exchanges, Depositories and other appropriate authorities in due compliance of the applicable rules and regulations, without seeking any further consent or approval of the Members.”

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

3. TO AMEND 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 Sections 5 & 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof) and other necessary approval(s), consent of the members of the Company be and is hereby accorded to amend clause 1(i)(f) of the Articles of Association of the Company as follows:

“1(i)(f) Equity Shares” or “Equity Share” means an equity share of the Company of face value as stated in clause V of the Memorandum of Association of the Company.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, to give such directions as they may in their absolute discretion deem necessary, proper or desirable, to settle any question, difficulty that may arise and to carry out/execute all matters in connection therewith and incidental thereto in order to give full effect to this resolution including execution and filing of all the relevant documents with the Registrar of Companies, Stock Exchanges, Depositories and other appropriate authorities, in due compliance of the applicable rules and regulations, without seeking any further consent or approval of the Members.”

Place: Kolkata By Order of the Board Date : 4[th] October 2024 For Senco Gold Limited

Sd/Mukund Chandak Company Secretary & Compliance Officer Membership No.: A20051

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Notes:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and other applicable provisions, if any, setting out material facts and reasons relating to the aforesaid resolution, is annexed hereto and forms part of this Postal Ballot Notice (“Notice”).
In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories , as on Friday, 18[th] October, 2024 (‘ Cut-Off Date’ ) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.
Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e- voting. A person who is not a member as on the Cut-Off Date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e- mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.
Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on Friday, 18[th] October, 2024 being the Cut-off Date fixed for the purpose. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.
The resolution passed by the members through postal ballot are deemed to have been passed as if they were passed at a general meeting of the members.
The Notice will also be available on the website, of the Company www.sencogoldanddiamonds.com on the website of CDSL at www.evotingindia.com, and on the

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com

The Scrutinizer will submit his report to the Chairperson or any other person authorized by the Chairperson after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within two (2) working days from the conclusion of e-voting i.e. on or before Thursday, 28[th] November, 2024 and will also be displayed on the Company’s website www.sencogoldanddiamonds.com on the website of CDSL at www.evotingindia.com and communicated to the stock exchanges where the equity shares of the Company are listed.

The results will also be displayed at the Registered Office/ Corporate Office of the Company at “Diamond Prestige”, 41A, A.J.C Bose Road. 10[th] Floor, Kolkata-700017.

All documents referred to in this Postal Ballot Notice shall be available for inspection at the Registered Office of the Company during office hours on all working days between 11.30 A.M. (IST) to 2.30 P.M. (IST) from the date of dispatch of the Postal Ballot Notice, until the last date of voting by remote e-Voting.
Members requiring any clarification may contact Mr. Mukund Chandak, Company Secretary & Compliance Officer at the registered office of the Company or through e-mail viz., [email protected].
Members holding shares in electronic mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (DP).

It is clarified that if a Shareholder fails to provide or update relevant email ID to the Company/RTA or to the DP, the Company will not be in default for not delivering the Notice via email. The availability of this Notice on the Company’s website at www.sencogoldanddiamonds.com and on the website of the Stock Exchanges, shall be deemed to be the issuance of this Notice to all the Shareholders whose email IDs are not registered with the Company.

THE INTRUCTIONS TO SHAREHOLDERS FOR E-VOTING AS UNDER:

(i)The voting period begins on Monday, 28[th] October, 2024 at 9.00 a.m. (IST). During this period shareholders of the Company, as on the cut-off date Friday, 18[th] October, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Registered & Corporate Office: “ Diamond Prestige”, 41A, A.J.C. Bose Road, 10[th] Floor, Kolkata-700017 Phone: 033 4021 5000/5004

Email: [email protected] Website: https://sencogoldanddiamonds.com

(ii)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.

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

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Registered & Corporate Office: “ Diamond Prestige”, 41A, A.J.C. Bose Road, 10[th] Floor, Kolkata-700017 Phone: 033 4021 5000/5004

Email: [email protected] Website: https://sencogoldanddiamonds.com

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Type
of
shareholders

Login Method

Individual
Shareholders
holding securities in
Demat mode with
CDSL Depository

1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available to reach e-Voting page without any further authentication.
The users to login to Easi / Easiest are requested to visit CDSL
websitewww.cdslindia.com and click on login icon & New System
Myeasi Tab and then use your existing my easi username &
password.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote e-
Voting period. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.comand click on login &
New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available onwww.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email
as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the evoting is in
progress and also able to directly access the system of all e-Voting
Service Providers.

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

	Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Votingserviceprovider name andyou will be redirected to e-Voting

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

service provider website for casting your vote during the remote e- Voting period.

		service provider website for casting your vote during the remote e- Voting period.
	Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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

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

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotinginida.com and register themselves in the “Corporates “module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF / JPG format) of the relevant Board resolution / authorization letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

By Order of the Board For Senco Gold Limited Sd/Mukund Chandak Company Secretary & Compliance Officer Membership No.: A20051

Place : Kolkata Date: 4[th] October, 2024

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

EXPLANATORY STATEMENT (Pursuant to Sections 102(1) and 110 of The Companies Act, 2013)

ITEM NO: 1

To approve capital raising by way of issuance of equity shares and/or equity linked securities by way of qualified institutions placement (“QIP”)

(a) Particulars of the issuance of Securities : In view of meeting funding requirements and growth objectives of the Company and its businesses, the Board of Directors at its Meeting held on October 4, 2024, approved the raising of funds/ capital for an aggregate amount not exceeding ₹ 500.00 crores in one or more tranches, and/or one or more issuances simultaneously or collectively or otherwise through Qualified Institutions Placement (“ QIP ”) pursuant to Chapter VI of SEBI ICDR Regulations, and/or any combination thereof or any other method as may be permitted under applicable laws, through issue of placement document and/or such other documents/ writings/ circulars/ memoranda in such a manner (“ Offering ”). The Securities are proposed to be listed on one or more of the Stock Exchanges where the Equity Shares are listed and the allotment of Securities would be subject to regulatory approvals, if any.

(b) Kinds of securities offered and the price at which security is being offered: By way of issuance of Equity Shares, and/or other securities convertible into Equity Shares (hereinafter collectively referred to as “ Securities ”), from time to time. At such price or prices, at a discount or premium to market price or prices permitted under applicable laws in such manner as may be deemed appropriate by the Board or a duly constituted Committee by Board in this regard (“Board”/”Committee”) in its absolute discretion.

(c) Amount of the Offering : This Special Resolution enables the Board to issue Securities for an aggregate consideration not exceeding ₹ 500.00 Crores (Rupees Five Hundred Crores Only) or its equivalent in any foreign currency.

(d) Relevant Date : The “Relevant Date” will be the date when the Board (including any Committee thereof) decides to open the Offering for subscription or any other date in accordance with applicable law.

(e) Objects of the offering : The Company shall utilise at least 75% of the proceeds from the Offering (after adjustment of expenses related to the Offering, if any) (“ Net Proceeds ”) for any or all, or any combination of the objects, inter-alia , towards capital expenditure, pre-payment and/or

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

repayment/reduction of debt (working capital facility) availed by the Company on a standalone or consolidated basis, to meet the working capital requirements of the Company, infusion of funds into its subsidiaries by way of equity or debt or a combination thereof for such purpose as approved by the Board of the Company, financing of business opportunities (which may be either organic or inorganic) and/or identified or unidentified acquisitions and other strategic initiatives or as may be permissible under the applicable laws and approved by the Board of Directors or a duly constituted committee from time to time. Further not more than 25% of the gross proceeds of the offerings shall be utilised towards general corporate purposes in such manner as may be decided by the Board or a duly constituted committee from time to time.

The Net Proceeds shall be utilised in the manner as specified above and shall be utilised in such period as decided by the Board or a duly constituted committee from time to time and in accordance with the timelines mentioned in the placement documents.

The aforementioned objects are based on management estimates, and other commercial and technical factors and accordingly, are dependent on a variety of factors such as timing of completion of the Offering, financial, market and sectoral conditions, business performance and strategy, competition, interest, gold price volatility or exchange rate fluctuations and other external factors, which may not be within the control of the Company and may result in rescheduling the proposed schedule for utilization of the Net Proceeds at the discretion of the Board, subject to compliance with applicable laws.

Pending utilization of the proceeds from the Offering, the Company shall invest such proceeds in deposits in scheduled commercial banks, money market instruments including money market mutual funds and any other investment as permitted under the applicable laws.

As and when the Board does take a decision on matters on which it has discretion (subject to the compliance with the conditions set forth herein), necessary disclosures will be made to the stock exchanges as may be required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As required under SEBI ICDR Regulations and other applicable laws, the Company will be appointing a monitoring agency to the monitor the use of proceeds by the Company till hundred percent of such proceeds have been utilised.

(f) Basis or justification of pricing: The issue of Securities may be consummated in one or more tranches, at such time or times, at such price, at a discount or premium to market price in such manner and on such terms and conditions as the Board may in its absolute discretion decide taking into consideration prevailing market conditions and other relevant factors and wherever necessary in

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

consultation with the book running lead manager(s) and other agencies and subject to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”) and other applicable laws, regulations, rules and guidelines. The price at which Securities shall be allotted in the Offering shall not be less than the price determined in accordance with the SEBI ICDR Regulations, as per prescribed formula, as the case maybe.

(g) Interest of Promoter, Directors and Key Managerial Personnel : In terms of Chapter VI of SEBI ICDR Regulations, the Promoter, member of the Promoter Group, Directors and Key Managerial Personnel of the Company will not subscribe to the QIP issue.

(h) Name of valuer who performed valuation: Not Applicable.

(i) Schedule of the Offering : The detailed terms and conditions for the offering will be determined in consultation with the advisors, book running lead managers and underwriters, and such other authority or authorities as may be required, considering the prevailing market conditions and other regulatory requirements for different kinds of issuances. The allotment of the Securities pursuant to the Offering shall be completed within such period as prescribed under the SEBI ICDR Regulations. However, the allotment shall be completed within 365 days from the date of this resolution.

Other material terms :

(j) The Equity Shares issued, if any, shall rank pari passu in all respects with the existing Equity Shares of the Company, including entitlement to dividend, if any.

(k)None of the Directors or the Key Managerial Personnel of the Company and/or their relatives are concerned or interested in the said resolution, other than to the extent of their shareholding in the Company. The Directors or Key Managerial Personnel of the Company or their relatives may be deemed to be concerned or interested in the proposed resolution to the extent of Equity Shares that may be subscribed by the companies/ institutions in which they are Directors or Members.

(l) As the Offering may result in the issue of Securities of the Company to investors who may or may not be Members of the Company, consent of the Members is being sought pursuant to Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and any other law for the time being in force and being applicable and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

(m) There would be no change in control pursuant to the said issue of Securities.

The Board therefore recommends the special resolution as set out at Item No. 1 of the Notice for approval by the members of the Company.

Item No 2

Approval for sub-division/ split of existing 1 (one) equity share of face value of Rs. 10/- (Rupees Ten only) each fully paid up into 2 (two) equity shares of face value of Rs. 5/- (Rupees Five only) each fully paid up

The Board of Directors at its Meeting held on 4[th] October 2024 approved, subject to the approval of members of the Company and statutory authority(ies), if any, the sub-division/ split of equity shares of the Company, such that 1 (one) equity share having face value of Rs. 10/- (Rupees ten only) each, fully paid-up, be sub-divided into 2 (two) equity shares having face value of Rs. 5/- (Rupees five only) each, fully paid- up, ranking pari-passu in all respects with effect from such date as may be fixed for this purpose by the Board (“Record Date”) .

In the opinion of the Board of Directors, the proposed sub-division/ spilt will make the equity shares of the Company more affordable and is expected to encourage participation of investors at large and therefore it is in the best interest of the investors and the Company. The Board of Directors, therefore, recommends an Ordinary Resolution as set out in the accompanying Notice for the approval of the members of the Company in accordance with the provisions of Section 61 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The sub-division/ split of equity shares of the Company as aforesaid will require alteration to the existing Capital Clause i.e., Clause V of the Memorandum of Association of the Company. There will not be any change in the amount of authorised, subscribed, issued and paid-up share capital of the Company on account of sub-division/ split of the equity shares. Further, such sub-division/ split shall not be construed as reduction in share capital of the Company, in accordance with the applicable provisions of the Companies Act, 2013.

None of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned with or interested, financially or otherwise in the proposed resolution as set out in the accompanying Notice except to the extent of their shareholding in the Company, if any.

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SENCO GOLD LIMITED

CIN: L36911WB1994PLC064637

The Board of Directors of the Company recommend the resolutions set out at item no 2 for approval of the Members as Ordinary Resolution.

ITEM NO. 3

To amend the articles of association of the company

The sub-division/ split of equity shares of the Company will require alteration to the existing Clause 1(i)(f) of the Articles of Association of the Company as follows:

“1(i)(f) Equity Shares” or “Equity Share” means an equity share of the Company of face value as stated in clause V of the Memorandum of Association of the Company.”

In terms of Sections 5 and 14 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014, the consent of the Members by way of Special Resolution is required for amendment of the clause in the existing Articles of Association of the Company.

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

The Board of Directors of the Company recommend the resolutions set out at item no 3 for approval of the Members as Special Resolution.

By Order of the Board For Senco Gold Limited Sd/Mukund Chandak Company Secretary & Compliance Officer Membership No.: A20051

Place : Kolkata Date: 4[th] October, 2024

AI assistant

Senco Gold Limited — Proxy Solicitation & Information Statement 2024

61789_rns_2024-10-25_d307a4b5-ee39-4f6e-a210-924c8161464b.pdf

Dear Sir(s)/Madam(s),

Sub: Notice of Postal Ballot - Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

For SENCO GOLD LIMITED

SENCO GOLD LIMITED

POSTAL BALLOT NOTICE [Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

SENCO GOLD LIMITED

SPECIAL BUSINESS(ES):

1. TO APPROVE CAPITAL RAISING BY WAY OF ISSUANCE OF EQUITY SHARES AND/OR EQUITY LINKED SECURITIES BY WAY OF QUALIFIED INSTITUTIONS PLACEMENT (“QIP”) IN ONE OR MORE TRANCHES

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

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

2. APPROVAL FOR SUB-DIVISION/ SPLIT OF EXISTING 1 (ONE) EQUITY SHARE OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH FULLY PAID UP INTO 2 (TWO) EQUITY SHARES OF FACE VALUE OF RS. 5/- (RUPEES FIVE ONLY) EACH FULLY PAID UP

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

3. TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY

SENCO GOLD LIMITED

Notes:

SENCO GOLD LIMITED

THE INTRUCTIONS TO SHAREHOLDERS FOR E-VOTING AS UNDER:

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

SENCO GOLD LIMITED

EXPLANATORY STATEMENT (Pursuant to Sections 102(1) and 110 of The Companies Act, 2013)

ITEM NO: 1

SENCO GOLD LIMITED

SENCO GOLD LIMITED

(h) Name of valuer who performed valuation: Not Applicable.

Other material terms :

SENCO GOLD LIMITED

(m) There would be no change in control pursuant to the said issue of Securities.

Item No 2

SENCO GOLD LIMITED

ITEM NO. 3

To amend the articles of association of the company

More from Senco Gold Limited

Senco Gold Limited Proxy Solicitation & Information Statement 2024