Sharat Industries Ltd. — Proxy Solicitation & Information Statement 2021

Nov 12, 2021

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Date: 12[th] November, 2021

To,

Corporate Relationship Department, BSE Limited Phiroze Jeejheebhoy Towers, Dalal Street, Mumbai – 532370.

Dear Sir/Madam,

Sub: Submission of Notice of the Extraordinary General Meeting (“EGM”) along with the Explanatory Statement.

Ref: Scrip Code: 519397

We wish to inform you that the Extraordinary General Meeting (“EGM”) of the Company is scheduled to be held on Wednesday, 08[th] December, 2021 at 10:00 A.M through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OVAM”).

We are submitting herewith the Notice of Extraordinary General Meeting along with an explanatory statement. The Notice along with the Explanatory statement has been uploaded in the Company’s website and it is available at www.sharatindustries.com.

The Cut-off date for E- Voting is 01[st] December, 2021 and the E-voting commences on 05[th] December, 2021 at 09:00 A.M and ends on 07[th] December, 2021 at 05:00 P.M.

Request you to kindly take the same on record.

Thanking You,

Yours Faithfully,

For SHARAT INDUSTRIES LIMITED

B Vignesh Digitally signed by B Vignesh Ram Ram Date: 2021.11.12 18:12:40 +05'30'

B. VIGNESH RAM COMPANY SECRETARY & COMPLIANCE OFFICER

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NOTICE TO THE MEMBERS

NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of the Sharat Industries Limited will be held on Wednesday, the 08[th] December, 2021, at 10:00 A.M through Video Conferencing/ Other Audio-Visual Means (OAVM) to transact the following business ;

SPECIAL BUSINESS:

ITEM NO. 1: APPROVAL FOR ISSUANCE OF SHARE WARRANTS ON PRIVATE PLACEMENT BASIS

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

RESOLVED THAT pursuant to provisions of Section 23, 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or reenactment thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (hereinafter referred to as “SEBI (ICDR) Regulations, 2009”) and other Regulations/Guidelines issued by the Securities and Exchange Board of India (SEBI) and other applicable laws, as may be applicable, and subject to all necessary approvals, consents, permissions and /or sanctions of the Government of India, Reserve Bank of India, Foreign Investment Promotion Board, SEBI and/or any other competent authorities and the enabling provisions of the Memorandum of Associations and Articles of Association of the Company and the Listing Agreement entered into by the Company with Stock Exchanges where the shares of the Company are listed and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, consents, permissions or sanctions and which may be agreed by the Board of Directors of the company and subject to such terms and conditions as may be determined by the Board of Directors of the Company, the consent and approval of the Company be and is here accorded to the Board and Board be and is hereby authorized in its absolute discretion to create, offer, issue and allot on private placement basis from time to time, in one or more tranches up to 19,00,000 (Nineteen Lakhs Only) share warrants convertible into Equity Shares at a face value of Rs.10/- and at a premium of Rs.40/- per share warrants and raise funds up to Rs. 9,50,00,000 (Rupees Nine crores and Fifty Lakhs Only) on private placement basis and on such terms and conditions in this resolution to the below mentioned allottees.

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Name No of Share warrants to be
subscribed by them
Mr. PKR Kaushik 6,00,000
Mr. P.Vinod Kumar Reddy 6,00,000
M/s. Literoof Housing Private Limited 2,50,000
Mr. Maramreddy Sivakumar Reddy 2,50,000
Mr.Prakash Challa 2,00,000
Total 19,00,000
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RESOLVED FUTHER THAT the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the SEBI/Financial Institutions and/or such other appropriate authority may impose at the time of their approval as agreed to by the Board.

RESOLVED FUTHER THAT the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of the equity warrants and also shall be entitled to vary, modify or alter any of the terms and conditions, including the issue price on a higher side than mentioned above, as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members

RESOLVED FURTHER THAT without prejudice to the generality of the above the issue of warrants shall be subject to the following terms and conditions:

• i. An amount equivalent to 25% of the exercise price of the Equity shares arising out of the warrants shall be payable at the time of making the application for warrants, which will be kept by the Company as a deposit to be adjusted and appropriated against the price of the Equity shares payable by the warrant holder at the time of exercising the option.

• ii. In the event of that the Warrant holder does not exercise the option of conversion within the warrant exercised within a period of 18 months from the date of allotment, the warrants shall lapse and the deposit of 25% as indicated in point (i) above shall be forfeited by the Company.

• iii. The issue of the Warrants as well as the Equity shares, arising from the exercise of the option under the warrants in the manner aforesaid shall be governed by the respective provisions of the Companies Act, the MOA & AOA of the Company and various Guidelines/Regulations issued by SEBI or any authority or any modifications thereof

• iv. The Equity shares allotted on exercising of the Share Warrants in terms of this resolution shall be in dematerialized form and subject to the Memorandum of Association and Articles of Associations of the Company and shall be listed and traded on the Stock Exchanges and shall rank pari passu in all respects with the existing equity shares of the Company including the right to participation in Dividend, if any.

• v. The aforesaid warrants allotted in terms of this resolution and the resultant Equity shares arising out of the exercising of the share warrants shall be subject to a lock – in period in accordance with the SEBI (ICDR) Regulations, from time to time

• vi. The Warrants by themselves, until allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of shareholder(s) of the Company

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• vii. The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to the above mentioned resolutions, the Board/any constituted Committee of the Board be and is hereby authorized on behalf of the Company to take all actions and do all such deeds, matters and things (including sub – delegating its power to authorized representatives) as it may, in its absolute discretions, deem necessary, desirable or expedient for issue of Convertible Equity Warrants, including deciding/revising the dates of allotment, deciding and/or finalizing other terms of issue and allotment in consonance with the ICDR Regulations and listing thereof with the Stock Exchanges as appropriate and to resolve and settle all queries that may arise in relation to the proposed issue, offer and allotment of any of the said warrants & equity shares, utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board may in its absolute discretion deem fit, without being required to seek any further consent or approval of the shareholders or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of these resolutions.

RESOLVED FUTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by these resolutions to any Director/Directors or to any Committee of Directors or to any officer or officers of the Company to give effect to the above-mentioned resolutions.

ITEM NO.2: APPROVAL FOR ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY

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

RESOLVED THAT pursuant to Section 14, 15 and 16 of Companies Act, 2013 (including the statutory modification(s) and including the rules framed thereunder and any other applicable provisions of the Companies Act, 2013 or any other regulations as amended from time to time the consent of the members be and is hereby accorded to adopt the new set of Memorandum of Association (“MOA”) and Articles of Association (“AOA”) of the Company, as available for inspection in the registered office of the Company, a copy of which is placed before the meeting/hosted in the website of the Company and duly initialed by the Chairman for the purpose of identification, in substitution of the existing Memorandum of Association (“MOA”) and Articles of Association (“AOA”) of the Company."

RESOLVED FURTHER THAT , the Board of Directors, be and is hereby authorized to do or cause to do all such acts, deeds, matters and things and to execute all such deeds, documents, instruments and writings as may deem necessary in relation thereto, and to file

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all the necessary documents with Registrar of Companies, for the purpose of giving effect to this resolution."

Place: Chennai By Order of the Board, Date: 08[th] November ,2021 For SHARAT INDUSTRIES LIMITED -sd-/ S. PRASAD REDDY CHAIRMAN& MANAGING DIRECTOR

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NOTES

1. In view of the ongoing pandemic, the EGM of the Company is being conducted through Video Conference (VC) / Other Audio-Visual Means (OAVM), which does not require physical presence of Members at a common venue. The EGM is convened in line with the requirements of the circulars issued by the Ministry of Corporate Affairs (MCA) dated 5[th] May, 2020 and 13[th] January, 2021 read with other previous circular issued in that connection and Circular No. SEBI/HO/ CFD/ CMD1/CIR /P/2020/79 dated 12[th ] May, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021 issued by the Securities and Exchange Board of India ("SEBI Circular") and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), In terms with the Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, the venue of the EGM shall be deemed to be the Registered Office of the Company situated at Venkannapalem, T.P. Gudur Mandal, Nellore District, Andhra Pradesh, 524 002

2. Since this EGM is being held through VC/OAVM, physical attendance of Members has been dispensed with and there is no provision for the appointment of proxies. Accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

3. In terms of the provisions of Section 112 and Section 113 of the Act, representatives of the Members can attend the EGM through VC/OAVM and cast their votes through e-voting.

4. The Explanatory Statement pursuant to Section 102 of the Act, setting out the material facts concerning each item of special business forms part of this notice.

5. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

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1. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the EGM through VC. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the EGM through VC / OAVM and vote on its behalf. The said Resolution/Authorization can be sent to the Company at cs@sharatindustries.com not before the 48 hours of the meeting.

2. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names in the Register of Members will be entitled to vote.

3. Mr.Amresh Kumar, proprietor of M/s. Amresh & Associates, Company Secretary Practice has been appointed as the Scrutinizer to scrutinize the remote e-Voting process and voting through the e-Voting system during the meeting in a fair and transparent manner

4. A route map to reach the venue of the Meeting to be attached along with this Notice in accordance with Clause No. 1.2.4 of the Secretarial Standard-2 on “General Meetings” is not attached since the Meeting will be conducted through VC/OAVM.

5. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send their share certificates to the RTA for consolidation into a single folio.

CDSL e-Voting System – For Remote e-voting and e-voting during EGM

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can

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attend and participate in the ensuing EGM through VC/OAVM.

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e- Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

2. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

3. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.sharatindustries.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

4. The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

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1. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose EGMs were due to be held in the year 2020, or become due in the year 2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• (i) The voting period begins on 05[th] December, 2021 9:00 AM and ends on 07[th ] December, 2021 05:00 PM. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) 01[st] December, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings forIndividual shareholders holding securities in Demat modeis given below:

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

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	Individual Shareholders holding securities in demat mode withNSDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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 Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

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

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

• (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

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• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

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

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now

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reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN Number 211112003

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Facility for Non – Individual Shareholders and Custodians –Remote Voting

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

• b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

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• c) 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.

• d) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f) Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@sharatindustries.com (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting &e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / I Pads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

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1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

2. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requesting advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@sharatindustries.com. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@sharatindustries.com. These queries will be replied to by the company suitably by email.

3. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting .

4. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.

5. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

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

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

1. The Scrutiniser shall, after the conclusion of the voting at the EGM, first count the votes cast at the meeting and unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and shall make not make later than 48 hours of the conclusion of the meeting a Consolidated Scrutinizer’s Report of the total votes cast in favour or against and invalid votes if any, forthwith to the Chairman of the Company or the person authorised by him, who shall countersign the same and declare the result of the voting forthwith. The results declared with the Scrutinizer’s Report shall be placed on the Company’s website (www.sharatindustries.com) and shall simultaneously forward the same to BSE Limited, where the shares of the Company are listed.

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EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO -1

The Board of Directors of the Company (“the Board”) at their meeting held on 08[th] November, 2021 discussed the proposal for augmenting resources for meeting its future growth plan; repayment of loan; working capital requirements, and other general corporate purpose etc., and thought it prudent to infuse funds hence it proposes to issue Share Warrants on Private Placement basis to selective group of people.

Section 42 and Section 62 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company offering or making an invitation to subscribe to securities/issue of warrants convertible into Equity Shares on a private placement basis is required to obtain the prior approval of shareholders by way of a special resolution. Thereby, the Company seeks the approval of shareholders to offer, issue and allot in one or more tranches up to 19,00,000 (Nineteen Lakhs Only) share warrants at a face value of Rs.10/- and at a premium of Rs.40/- per share warrants and raise funds up to Rs. 9,50,00,000 (Rupees Nine crores and Fifty Lakhs Only) on private placement basis

Disclosure that is required to be made pursuant to Securities and Exchange Board of India (Issue of Capital& Disclosure Requirements) Regulations, 2018 and subsequent amendments thereto [“SEBI (ICDR) Regulations, 2018”] is as under:

i. Object of the Issue

The main object of the issue of Warrants Convertible into Equity Shares pursuant to the Resolution set out in the accompanying Notice shall be for any one or in combination with any one or more of the purposes shall be to augment resources for meeting its future growth plan; repayment of loan of the Company; working capital requirements and other general corporate purpose etc.

ii. Price of the Issue

The private placement of up to19,00,000 (Nineteen Lakhs) Warrants Convertible into Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 40/- to raise funds up to Rs. 9,50,00,000/- (Rupees Nine Crore and Fifty Lakhs only).

iii. Payment & Conversion Terms

25% of the value of the Warrants (deposit) shall become payable on the date of their allotment. The balance amount is payable at the time of conversion of Warrants into Equity Shares. In case the conversion option is not exercised within a period of 18 months from the date of allotment, the Company will forfeit the deposit received from the respective allottee. The warrants are converted at the option of the allottees on payment of the balance amount of the issue price. The said deposit shall be adjusted against the price payable subsequently for acquiring the resultant shares by the warrant holder upon conversion of warrants.

Upon receipt of the requisite payment, as above the Board shall allot one equity share

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against each warrant by appropriating Rs. 10/- per equity shares towards equity share capital (Rs. 10/-). The warrant by itself, till converted into equity shares, does not give to the holder thereof any rights of the shareholders of the Company. Any of the Warrants convertible into Equity Shares issued as above, that may remain un-subscribed for any reason whatsoever, may be offered and allotted by the Board in its absolute discretion to any person/entity accompanied in this notice, on the same terms and conditions.

iv. Details of the proposed Subscribers of the shares warrants and the number of warrants to be subscribed by them

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----- Start of picture text -----

Sl No Name No of Share warrants to be
subscribed by them
1 Mr. PKR Kaushik 6,00,000
2 Mr. P.Vinod Kumar Reddy 6,00,000
3 M/s. Literoof Housing Private Limited 2,50,000
4 Mr. Maramreddy Sivakumar Reddy 2,50,000
5 Mr.Prakash Challa 2,00,000
Total 19,00,000
----- End of picture text -----

v. Pre and Post Allotment Shareholding of the Subscribers

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----- Start of picture text -----

Pre-Allotment Post Allotment pursuant to
conversion
S.No Name of the No. of Percentage No. of No of Percentage
Proposed Shares shares Shares
Allottee warrants
proposed
to be
allotted
1 Mr. PKR Kaushik - 0.00% 6,00,000 6,00,000 2.51 %
2 Mr.P.Vinod 1,100 0.005 % 6,00,000 6,01,100 2.51%
Kumar Reddy
3 M/s.Literoof - 0.00% 2,50,000 2,50,000 1.05%
Housing Private
Limited
4 Mr. Maramreddy - 0.00% 2,50,000 2,50,000 1.05%
Sivakumar
Reddy
5 Mr.Prakash - 0.00% 2,00,000 2,00,000 0.84%
Challa
Total 1100 0.005% 19,00,000 19,01, 100 7.96%
----- End of picture text -----**

** Note: - Presently the Company has 2,20,12,500 shares. On exercising the warrant option, the total number of shares of the company would increase up to 2,39,12,500 shares.

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vi. Promoters Issue

None of the Promoters of the Company are subscribing to the warrants of the Company. And there shall be no change in control pursuant to the issue of warrant on private placement basis

vii. Proposed time within which allotment shall be completed

In accordance with SEBI (ICDR) Regulations, 2018 the Board proposes to allot the Convertible Equity warrants within a period of 15 (fifteen) days of the date of passing of of special resolution or when the allotment requires any approval of regulatory authority or statutory body, the allotment shall be completed within 15 days from the date of that approval

viii. Lock-in

The aforesaid allotment of Equity Shares (after conversion of warrants into equity shares) arising shall be locked in as per the provisions of the SEBI (ICDR) Regulations, 2018.

ix. Auditor ‘s Certificate

A copy of the certificate from the Statutory Auditors of the Company, certifying that the issue of the Convertible Equity Warrants is being made in accordance with the requirement of SEBI (ICDR) Regulations, and the same will be available for inspection at the Registered Office of the Company during 10.00 A.M. to 6.00 P.M. on any working day up to the date of Extra Ordinary General Meeting and at the meeting.

Accordingly, the consent of the Shareholders is being sought, pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for time being in force), wherever applicable, SEBI (ICDR) Regulations, 2009, if any, and in terms of the provisions of the SEBI (LODR), Regulation, 2015.

The Board of Directors believes that this Offer will be in the best interest of the Company and its shareholders. Your directors recommend the Special Resolution as set out in Item No 1 of the accompanying Noticefor the approval of Members.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or financially interested or otherwise, to the extent of their directorship or their shareholding by them.

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ITEM NO -2

The Members of the company may please note that the Ministry of Corporate Affairs has notified the Companies Act, 2013 (Act, 2013) during August 2013 and brought in certain sections of the Act to be effective from 1st April 2014. Further the Companies Act, 2013 has changed the form and content of the Memorandum of Association (MOA) and Articles of Association (AOA) of every Company. Pursuant to the notification of Companies Act, 2013 the Company is required to amend the existing clauses of its Memorandum of Association (MOA) and Articles of Association (AOA) to be in line with the Companies Act, 2013 thereof. Hence the Company has proposed to make relevant changes in the existing MOA and AOA. The amended MOA and AOA of the Company shall be available for inspection of the members at the Registered Office of the Company on all working days between 10:00 A.M. to 06:00 P.M. till the date of EGM and at the meeting and the same shall also be available in the website of the Company.

Your Board of Directors recommends the Special resolution for approval of the members as set out in Item No 2 of the accompanying Notice for the approval of Members.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or financially interested or otherwise, to the extent of their directorship or their shareholding by them.

Place: Chennai By Order of the Board, Date: 08[th] November ,2021 For SHARAT INDUSTRIES LIMITED

-sd-/ S. PRASAD REDDY CHAIRMAN& MANAGING DIRECTOR

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