Sharat Industries Ltd. — Proxy Solicitation & Information Statement 2023

Jan 20, 2023

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20[th] January 2023

To,

The Corporate Relationship Department BSE Limited PJ Towers, Dalal Street, Mumbai- 400001

Scrip Code: 519397

Dear Sir/Madam,

Sub: Submission of Notice of the Extraordinary General Meeting (“EGM”)

Ref: Our letter dated 14[th] January 2023

We wish to inform you that the Extraordinary General Meeting (“EGM”) of the Company is scheduled to be held on Monday, 13[th] February, 2023 at 11:00 AM through Video conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”). In this regard, we are submitting herewith the Notice of the EGM of the Company along with statement of material facts, which is being sent through electronic mode to the members, whose e-mail addresses are registered and whose names appear in the Register of Members/list of Beneficial Owners as on Friday, 13[th] January, 2023.

The Notice of the EGM is also available on Company’s website www.sharatindustries.com

The schedule of remote e-voting facility is set out as under:

Particulars	Event Dates
Cut-off date for E-voting	6thFebruary, 2023
Commencement of E-voting	10thFebruary, 2023 (9:00 AM IST)
End of E-voting	12thFebruary, 2023 (5:00 PM IST)
EGM	13thFebruary, 2023

Request you to kindly take the above on record.

Thanking you,

Yours Sincerely,

For SHARAT INDUSTRIES LIMITED

SABBELLA Digitally signed by SABBELLA SHARAT SHARAT REDDY REDDY Date: 2023.01.20 19:34:24 +05'30'

SHARAT REDDY WHOLE-TIME DIRECTOR DIN: 02929724

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NOTICE TO THE MEMBERS

NOTICE is hereby given that the Extraordinary General Meeting (EGM) of the Members of Sharat Industries Limited will be held on Monday the 13[th] February 2023 at 11:00 A.M. through video conferencing/ Other Audio-Visual Means (OAVM) to transact the following business:

SPECIAL BUSINESS:

ITEM NO:1

TO CONSIDER AND APPROVE REVISION IN THE PRICE PAYABLE FOR THE 19,00,000 EQUITY SHARES OF Rs.10/- EACH ALLOTTED ON CONVERSION OF WARRANTS ON 31[st] JANUARY 2022 BY MEANS OF A PREFERENTIAL ISSUE:

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

RESOLVED THAT pursuant to Regulation 170(2) and other applicable provisions of Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR’), the Companies Act, 2013 (“the Act”), and other applicable laws, and pursuant to the special resolutions passed by the shareholders of the Company at their Extra Ordinary General Meetings held on 8[th] December 2021 and 10[th] June 2022, fresh approval of the shareholders be and is hereby accorded for the allotment of the 19,00,000 (Nineteen lakhs only) Equity Shares on 31[st] January 2022, pursuant to conversion of warrants, at the revised price of Rs.60/(Rupees Sixty only) per Equity Share, as detailed below, subject to such conditions and modifications as might be prescribed or directions that may be issued in this regard by BSE Limited (BSE) or the Securities and Exchange Board of India (SEBI):

Name of the Allottees	No. of Equity Shares allotted on 31stJanuary 2022	Amount paid @ Rs.50/- per Equity Share (A) (in Rs.)	Revised amount payable @ Rs.60/- per Equity Share (B) (in Rs.)	Differential amount to be paid by the Allottees (A) – (B) (in Rs.)
Mr. PKR Kaushik	6,00,000	3,00,00,000	3,60,00,000	60,00,000
Mr. P. Vinod Kumar Reddy	6,00,000	3,00,00,000	3,60,00,000	60,00,000
M/s. Literoof Housing Private Limited	2,50,000	1,25,00,000	1,50,00,000	25,00,000
Mr. Maramreddy Sivakumar Reddy	2,50,000	1,25,00,000	1,50,00,000	25,00,000
Mr.Prakash Challa	2,00,000	1,00,00,000	1,20,00,000	20,00,000
Total	19,00,000	9,50,00,000	11,40,00,000	1,90,00,000

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RESOLVED FURTHER THAT:

• a) The New Relevant Date in terms of Regulation 161 of SEBI ICDR will be 13[th] January 2023 and in view of the Equity Shares of the Company being infrequently traded with reference to the said New Relevant Date, determination of the Revised Price of Rs.60/- (Rupees Sixty only) per Equity Share in terms of Regulation 165 of SEBI ICDR based on the Valuation Report given by an Independent Registered Valuer, be and is hereby approved.

• b) The above named 5 Allottees be required to bring in the entire differential amount of Rs.10/- per Equity Share allotted to them on 31[st] January 2022, aggregating to Rs.1,90,00,000/- (Rupees One Crore Ninety Lakhs only), within 15 (Fifteen) days from the date of this meeting, from their respective bank accounts;

• c) The 19,00,000 Equity Shares allotted on 31[st] January 2022 shall not be sold, transferred, hypothecated or encumbered in any manner, by the Allottees during the period of lock-in provided under SEBI ICDR, except to the extent and in the manner permitted there under;

• d) The said Equity Shares be credited in dematerialized form to the demat accounts of the respective Allottees, after the receipt of trading approval from BSE; and

• e) The said Equity Shares, on completion of the above process, shall rank pari passu with the other Equity Shares of the Company in all respects.

By order of the Board of Directors For SHARAT INDUSTRIES LIMITED

SHARAT REDDY WHOLE-TIME DIRECTOR DIN: 02929724

Place: Nellore

Date: 14[th] January 2023

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STATEMENT OF MATERIAL FACTS PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 (“THE ACT”) AND REGULATION 163(1) OF SECURITIES EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT REGULATIONS, 2018 (“SEBI ICDR”)

The statement of material facts given below provides the information as required under Section 102(1) of the Act and Regulation 163(1) of the SEBI ICDR, relating to the special business mentioned under Item No. 1 of this Notice.

ITEM NO:1

TO CONSIDER AND APPROVE REVISION IN THE PRICE PAYABLE FOR THE 19,00,000 EQUITY SHARES OF Rs.10/- EACH ALLOTTED ON CONVERSION OF WARRANTS ON 31[st] JANUARY 2022 BY MEANS OF A PREFERENTIAL ISSUE:

At the Extra Ordinary General Meeting (EGM) of the Company held on 8[th] December 2021, the shareholders approved a Preferential Issue of 19,00,000 warrants, convertible into equal number Equity shares, to five non-promoters, and fixed the Price for the Preferential Issue as Rs.50/- per warrant/ equity share, based on the pricing formula prescribed under Regulation 164 (1) of SEBI ICDR, as the Company’s shares were frequently traded. The price of Rs.50/- per Equity Share was determined by considering the Relevant date as 8[th] November 2021, based on the date of passing the said special resolution.

In terms of Regulation 169(2) of the SEBI ICDR, a minimum consideration of Rs.12.50 per warrant, being 25% of the price determined, was payable and the allotment of the warrants had to be made within 15 days of the EGM, viz. on or before 23[rd] December 2021. The Company allotted 19,00,000 warrants to the Allottees on 11[th] January 2022, after receipt of the prescribed minimum consideration from them.

The Company then allotted 19,00,000 Equity Shares on 31[st] January 2022, on conversion of the warrants, after receipt of the balance consideration from the respective Allottees.

The Company filed the Listing Application with BSE for listing the said 19,00,000 equity shares belatedly on 11[th] April 2022 and also remitted the penalty levied by BSE for the delay in filing the listing application.

BSE pointed out that certain particulars required to be provided in the Explanatory Statement forming part of Notice convening the EGM, in terms of Regulation 163(2) of the SEBI ICDR, had not been provided and directed the Company to seek a fresh shareholders’ approval after providing the prescribed information.

The Company hence convened another EGM on 10[th] June 2022 and obtained a fresh approval by way of another special resolution after duly providing the required information in the Explanatory Statement forming part of the Notice convening the EGM.

BSE then directed the Company to seek condonation of the delay of 19 days (from 23[rd] December 2021 to 11[th] January 2022) in the allotment of warrants based on the shareholders’ approval at the EGM on 8[th] December 2021,

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The Company applied to the Securities and Exchange Board of India (SEBI) for condonation of the said delay in the allotment of warrants.

SEBI has directed the Company to remedy the non-compliance with Regulation 170(1) of SEBI ICDR in the manner provided in Regulation 170(2) of SEBI ICDR itself, which interalia states that if the allotment of the specified securities is not completed within fifteen days from the date of special resolution, a fresh special resolution shall be passed and the Relevant Date for determining the price of specified securities under Chapter V of SEBI ICDR shall be taken with reference to the date of the latter special resolution (“Revised Price”).

Since the date of the proposed special resolution is 13[th] February 2023, the Relevant Date arrived at in terms of Regulation 170(2) of the SEBI ICDR is 13[th] January 2023 (“New Relevant Date”).

Since presently the Company’s Equity Shares are “infrequently traded” (total traded turnover in BSE during the 240 trading days preceding the New Relevant Date i.e., 13[th] January, 2023, being less than 10% of the total number of Equity Shares of the Company), in terms of Regulation 165 of SEBI ICDR the Revised Floor Price has to be determined based on a Valuation Report given by an Independent Registered Valuer.

The Company has accordingly obtained a Valuation Report from Mr. V. Suresh, a registered valuer registered with the Insolvency and Bankruptcy Board of India (IBIBI) (registration number IBBI/ RV/ 03/ 2018/ 10482) based on which the Revised Price has been fixed at Rs.60/- (Rupees Sixty only) per Equity Share.

The Allottees would hence be required to pay the differential amount of Rs.10/- per equity share, since they have already paid Rs.50/- per equity share.

The Company approached BSE with a proposal to remedy the non-compliance by convening another EGM to pass a fresh special resolution and taking the Fresh Relevant Date for determining the Revised Floor Price with reference to the date of the said fresh special resolution, as prescribed under Regulation 170(2) of the SEBI ICDR.

Since BSE has communicated its consent to the proposal, the Company has convened this EGM to seek fresh shareholders’ approval by passing a fresh special resolution for the revision in the price of equity shares allotted on 31[st] January 2022.

Fresh approval of the members is hence being sought for the allotment of 19,00,000 Equity Shares at the Revised Price of Rs.60/- per equity share, and for receiving the differential price of Rs.10/- (Rupees Ten only) per equity share for the said 19,00,000 Equity Shares, aggregating to Rs.1,90,00,000/- (Rupees One Crore Ninety Lakhs Only) from the Allottees towards the differential consideration, within 15 days from the date of this meeting viz. on or before 28[th] February 2023.

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Disclosures as required under Regulation 163 of SEBI ICDR is as follows:

1. Objects of the Preferential Issue

The size of the preferential issue as approved by the Board of Directors on 8[th] November 2021 and the shareholders on 8[th] December 2021 was Rs.9.50 crores, to be utilized for the following purposes:

• (i) Augment resources for meeting future growth;

• (ii) Repayment of loans;

• (iii) Working capital requirements; and

• (iv) General corporate purposes

The additional amount of Rs.1.90 crores now arising due to the proposed price revision, which was approved by the Board of Directors on 14[th] January 2023, is intended to be utilized for working capital requirements.

2. Number of Equity Shares issued

19,00,000 (Nineteen Lakhs) Equity shares of Rs.10/- each have already been allotted on 31[st] January 2022 at a price of Rs.50/- per Equity Share.

3. Price, Basis of Price and Relevant Date

The Articles of Association of the Company does not provide for any specific method for determination of price which would be higher than the floor price derived through SEBI ICDR.

Since the first EGM for this purpose was convened on 8[th] December 2021, for obtaining the approval of the shareholders by way a special resolution, the Relevant Date in terms of Regulation 161 of SEBI ICDR was fixed as 8[th] November 2021. Since the Equity Shares of the Company were frequently traded with reference to the said Relevant Date, the Price of Rs.50/- per Equity Share was arrived at in terms of Regulation 164 of SEBI ICDR.

This EGM for seeking the fresh approval under Regulation 170(2) of SEBI ICDR is being convened on 13[th] February 2023. The Fresh Relevant Date is hence determined as 13[th] January 2023. Since the Equity Shares of the Company are infrequently traded with reference to the said Fresh Relevant Date, the Revised Price of Rs.60/- per Equity Share has been determined based on the Valuation Report issued by Mr. V Suresh, an Independent Registered Valuer, in terms of Regulation 165 of SEBI ICDR.

The Company will be collecting the difference of Rs.10/- per Equity Share from the Allottees for the said shares.

The Valuation Report of Mr. V Suresh, the Independent Registered Valuer will be available for inspection by the members on the Company’s website i.e., www.sharatindustries.com upto the conclusion of the ensuing EGM, and can be accessed using the following weblink: http://www.sharatindustries.com/uploads/3/9/8/5/39859679/valuation_report-sharat_industriesfinal.pdf

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4. The class or classes of persons to whom the Allotment is made

Allotment has been made to Allottees who does not form part of the Promoter / Promoter group, as detailed in the resolution set out in the Notice.

5. Intent of the Promoters/ Directors/ Key management personnel of the Company to subscribe to the offer

None of the Promoters, Directors or Key Managerial Personnel of the Company subscribed to the Preferential Issue.

6. Time frame within which the preferential issue shall be completed

The allotment of 19,00,000 equity shares of Rs.10/- each at a price of Rs.50/- per equity share, on conversion of warrants allotted on 11[th] January 2022, has already been made on 31[st] January, 2022.

It is now proposed to collect the differential amount for 19,00,000 Equity Shares from the allottees within 15 days of this shareholders’ approval, viz. on or before 28[th] February 2023, in terms of Regulation 170(2) and other applicable regulations of the SEBI ICDR, as directed by SEBI.

7. Names of the Allottees and their Pre and Post allotment Shareholding:

		Pre-Allotment	Pre-Allotment	Post-Allotment	Post-Allotment
S. No	Name of the Allottee	No. of Shares	Percentage	No of Shares	Percentage
1	Mr. PKR Kaushik	100	0.000%	6,00,100	2.510%
2	Mr. P. Vinod Kumar Reddy	1,100	0.005%	6,01,100	2.514%
3	M/s. Literoof Housing Private Limited	-	0.000%	2,50,000	1.045%
4	Mr. Maramreddy Sivakumar Reddy	-	0.000%	2,50,000	1.045%
5	Mr. Prakash Challa	-	0.000%	2,00,000	0.836%
Total		1,200	0.005%	19,01,200	7.951%

8. Change in control consequent to the preferential offer

There is no change in control consequent to the preferential offer.

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9. Shareholding Pattern before and after the Preferential Issue

S. No	Category of Share holders	Pre-issue*	Pre-issue*	Post Issue	Post Issue
		No. of Shares held	%	No. of Shares held	%
(A)	Promoter andpromoter Group
	Individuals	93,14,441	42.31	93,14,441	38.95
	BodyCorporate	-	-	-	-
	Total - Promoter and Promoter Group shareholding (A)	93,14,441	42.31	93,14,441	38.95
(B)	Public
	Mutual Funds	16,300	0.07	16,300	0.07
	Banks	70,400	0.32	70,400	0.29
	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	79,68,958	36.20	79,67,758	33.32
	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	15,74,050	7.15	32,25,250	13.49
	BodyCorporate	14,52,137	6.60	17,02,137	7.12
	ClearingMembers	6	0.00	6	0.00
	HUF	40,473	0.18	40,473	0.17
	Non-Residents	15,75,735	7.16	15,75,735	6.59
	AnyOther(to specify)	-	-	-	-
	Total Public Shareholding (B)	1,26,98,059	57.69	1,45,98,059	61.05
	Total(A+B)	2,20,12,500	100.00	2,39,12,500	100.00

Note: * Based on the Shareholding pattern as on 31[st] December 2022. The 19,00,000 Equity shares allotted on 31[st] January 2022 which are yet to be listed in BSE is not included.

10. The name and Identity of the allottees (including natural persons who are the Ultimate Beneficial Owners of the Allottees and / or who ultimately control the Allottees)

Name of the Allottee	Ultimate Beneficial Owner of the Allottee	Category of Allottee	PAN of Allottee	No. of Equity shares allotted
Mr. PKR Kaushik	Mr. PKR Kaushik	Individual	BFGPK6900P	6,00,000
Mr. P. Vinod Kumar Reddy	Mr. P. Vinod Kumar Reddy	Individual	ALNPP6489N	6,00,000
Literoof Housing Private Limited *	•Mr. M. Mohammed Ansari (73.56%) •M/s. Light Roofings Limited (16.76%), which is an Unlisted Public Limited	Body Corporate	AAACL1025D	2,50,000

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Name of the Allottee	Ultimate Beneficial Owner of the Allottee	Category of Allottee	PAN of Allottee	No. of Equity shares allotted
	Company havingCorporate Identification Number U25199TN1964PLC005193 in which Mr. M. Mohammed Ansari is the Ultimate Beneficial Owner of 57.15% of the equityshare capital
Mr. Maramreddy Sivakumar Reddy	Mr. Maramreddy Sivakumar Reddy	Individual	AQCPS2001F	2,50,000
Mr. Prakash Challa	Mr. Prakash Challa	Individual	ABUPC7246F	2,00,000

11. Lock-in Period

The Equity Shares shall be subject to ‘lock-in’ as prescribed under the applicable provisions of SEBI ICDR.

• a) The ‘lock-in’ period for the entire pre-preferential shareholding of the Proposed Allottees has been extended for a further period so as to comply with the requirement of lock-in period computed from the Fresh Relevant Date (13[th] January 2023) upto a period of 90 trading days from the date of grant of trading approval by BSE.

• b) The 19,00,000 Equity shares allotted on preferential basis to the five non-promoters shall be subject to locked-in for a period of 6 months from the date of grant of trading approval by BSE.

12. Certificate from Practicing Company Secretary on compliance with SEBI ICDR for the preferential issue and inspection of documents :

The certificate dated 14[th] January 2023 from Mr. A Jeya Raja Singh, Practising Company Secretary (Membership No. F8199) certifying the compliance with the SEBI ICDR as required under Regulation 163(2) of SEBI ICDR is available on the Company’s website i.e., www.sharatindustries.com upto the conclusion of the ensuing EGM, and can be accessed using the following weblink: http://www.sharatindustries.com/uploads/3/9/8/5/39859679/pcs_certificate_reg._163_2__of_sebi_icdr.pdf

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13. Disclosures in terms of Schedule VI to SEBI ICDR regarding confirmation whether provisions regarding wilful defaulter/ fraudulent borrower/ fugitives are attracted

The Company, its promoters and its Directors are not categorized as wilful defaulter(s) or fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India (“RBI”).

None of the promoters and directors of the Company are fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

14. Undertaking:

The Company undertakes to re-compute the issue price in terms of the provisions of SEBI ICDR where it is required to do so.

Further, if the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR, the Equity Shares allotted to the Allottees shall continue to be locked-in till the time such amount is paid by the Allottees.

15. Current status and the status of the Allottees post the preferential issues

The Allottees are neither Promoters nor form part of Promoters Group, both prior to and post issue of the Equity Shares.

16. Dues to the SEBI, the BSE and the depositories

The Company does not have any outstanding dues to the SEBI, the BSE or the depositories

Your directors recommend the Special Resolution as set out in Item No.1 of the accompanying Notice for the approval for the members in the best interest of the Company.

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

By order of the Board of Directors For SHARAT INDUSTRIES LIMITED

SHARAT REDDY WHOLE-TIME DIRECTOR DIN: 02929724

Place: Nellore

Date: 14[th] January 2023

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NOTES

1. In view of the impact of Coronavirus pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circulars permitted the holding of the Extraordinary General Meeting (“EGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 and relevant MCA Circulars on the subject, the EGM of the Company is being held through VC / OAVM.

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. A statement pursuant to Section 102 of the Act, setting out the material facts in respect of special business is annexed to the EGM 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 Act.

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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, Practising Company Secretary (Membership No.A32262) 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. 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.

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

1. As you are aware, in view of the impact of Coronavirus pandemic, the general meetings of the companies shall be conducted as per the circulars issued by the Ministry of Corporate Affairs (MCA). The forthcoming EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM

2. 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 Circulars issued by MCA, 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.

3. 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

4. In line with the MCA circular, 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.

5. The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular

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 Friday, 10[th] February, 2023 at 9:00 A.M. and ends on Sunday, 12[th] February, 2023 at 05:00 P.M. During this period, shareholders of the Company holding shares either in physical form or in dematerialized form as on the

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cut-off date i.e., Monday, 6[th] February, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote through e-voting system during the meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for lndividual shareholders holding securities in Demat mode is given below:

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Type of shareholders	Login	Method
Individual Shareholders holding securities in Demat mode with CDSL	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.comand 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 athttps:// 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 onwww.cdslindia.comhome 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 securitiesin demat mode withNSDL

1)If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the"BeneficialOwner"icon under"Login"whichisavailable 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. 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/ldeasDirectReg.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& votingduringthe 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 fore-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 at helpdesk.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 thari 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.
Dividen d Bank Details OR Date of Birt h (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.

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• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

• (ix) Click on the EVSN Number: 230118005

• (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.

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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.

• 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.

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

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

3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience AudioNideo 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.

4. 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.

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

6. 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.

7. 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), MOHAR (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 two working days 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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