Sharat Industries Ltd. — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

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02[nd] December 2024

To

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

Scrip Code – 519397 | 890207

Dear Sir/Madam,

Sub: Notice of Extra-Ordinary General Meeting (“EGM”).

Ref: Regulations 30 of the SEBI (LODR) Regulations 2015

In line with requirement to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we submit herewith the Notice convening the ExtraOrdinary General Meeting (EGM) of the Company. The EGM to be held on Tuesday, 24[th] December 2024 at 11:00 A.M. IST through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”).

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

The Schedule of the EGM is set out below:

Particulars	Details
Benpose Date for Sending Notice	22ndNovember 2024
Date of EGM notice circulated to shareholders through e-mail.	02ndDecember 2024
Cut-off Date for E-voting	17thDecember 2024

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Remote E-voting Start Day , Date & Time	Friday, 20thDecember 2024 at 09:00 AM (IST)
Remote E-voting End Day, Date & Time	Monday, 23rdDecember 2024 at 05:00 PM (IST).
Day, Date of EGM & Time	Tuesday, 24th December 2024 at 11:00 AM
EGM e-voting Result Date	Within 2 working days from the date of EGM.

This is for your information and records.

Thanking you,

For SHARAT INDUSTRIES LIMITED

Digitally signed by SABBELLA SABBELLA SHARAT REDDY SHARAT REDDY Date: 2024.12.02 18:53:55 +05'30' SHARAT REDDY SABBELLA WHOLE-TIME DIRECTOR DIN:02929724

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NOTICE TO THE MEMBERS

NOTICE is hereby given that an Extra-Ordinary General Meeting (EGM No.01/2024-2025) of the Members of the SHARAT INDUSTRIES LIMITED (“the Company”) will be held on TUESDAY, 24[TH] DECEMBER 2024 AT 11:00 AM (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following businesses:

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SPECIAL BUSINESSES:

ITEM NO.1

TO APPROVE THE AMENDMENT IN THE ARTICLES OF ASSOCIATION OF THE COMPANY.

To consider passing the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act 2013, read with rules framed thereunder (including statutory modifications, amendments thereto or re-enactments thereof, the circular, notification, regulation, rules, guidelines, if any, issued by the Government of India), and the recommendation made by the Board of Directors of the Company (hereinafter referred to as the “Board”) at its meeting held on 02[nd] December 2024, the consent of the members of the Company, be and is hereby accorded to replace the existing Point No 22 (i) under Calls on shares of the Articles of Association of the Company with the amended as stated below:

“22(i) of AOA – “The Board may from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by the way of premium) and not by the conditions of allotment thereof made payable as decided by the Board and its discretion”.

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Provided that call may be decided by the Board from time to time on the call money.

RESOLVED FURTHER THAT anyone of the directors of the company, be and are hereby severally authorized to execute and file necessary forms and other necessary documents as may be required by the statutory authorities including with concerned Registrar of Companies and to do all such acts and deeds as may be necessary for the implementation of this resolution and to submit all documents to the concerned authorities in this behalf.

RESOLVED FURTHER THAT anyone of the Directors of the Company be and is hereby authorized to certify a copy of this resolution and issue the same to all concerned parties”.

ITEM NO: 2

APPROVAL OF MATERIAL RELATED PARTY TRANSACTION (“RPT”) WITH KATYAYINI AQUATECH PRIVATE LIMITED.

To consider passing the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), the applicable provisions of the Companies Act, 2013 (‘Act’), if any, read with related rules, if any, each as amended from time to time, and the Policy on Related Party Transaction(s) of the Company, and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from time to time and basis the approval/recommendation of the Audit Committee and Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to continue with the existing contract(s)/arrangement(s)/transaction(s) and/or enter into

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and/or execute new contract(s)/ arrangement(s)/transaction(s), (whether by way of individual or multiple transaction(s) taken together), as per the details provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Act read with related rules, for an aggregate value not exceeding INR 75 crores for Purchase and Sale of Shrimp and Shrimp Feed for the purpose of business, during FY 202425, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT any one of the Directors be and are severally authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect”.

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ITEM NO: 3

APPROVAL OF MATERIAL RELATED PARTY TRANSACTION (‘RPT’) WITH M/s. S P ENTERPRISES (PARTNERSHIP FIRM)

To consider passing the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), the applicable provisions of the Companies Act, 2013 (‘Act’), if any, read with related rules, if any, each as amended from time to time, and the Policy on Related Party Transaction(s) of the Company, and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from time to time and basis the approval/recommendation of the Audit Committee and Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to continue with the existing contract(s)/arrangement(s)/transaction(s) and/or enter into and/or execute new contract(s)/ arrangement(s)/transaction(s), (whether by way of individual or multiple transaction(s) taken together), as per the details provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Act read with related rules, for an aggregate value not exceeding INR 50 crores for purchase and sale of shrimp and shrimp feed for the purpose of business, during FY 2024-25, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT any one of the Directors be and are severally authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary

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approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect”.

By order of the Board of Directors

For SHARAT INDUSTRIES LIMITED

Sd/-

SHARAT REDDY SABBELLA WHOLE-TIME DIRECTOR DIN: 02929724

Place: Nellore

Date: 02[nd] December 2024

Registered Office: Vekkannapalem Village, T.P Gadur Mandal Nellore District, Andhra Pradesh - 524002

e-mail: cs@sharatindustries.com

Website: www.sharatindusries.com

CIN: L05005AP1990PLC011276

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NOTES

1. The Ministry of Corporate Affairs (“MCA”) inter-alia vide its General Circular Nos. 14/2020 dated April 08, 2020 and 17/2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19[th] , 2024 read with Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 issued by SEBI read with the circulars issued earlier on the subject (collectively referred to as (“Circulars”) has permitted the holding of the 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 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Circulars, the EGM of the Company is being held through VC/OAVM means. The proceedings of the EGM deemed to be conducted at the Registered Office of the Company situated at Vankanna Palem Village, T P Gudur Mandal, Nellore, Andhra Pradesh, 524002.

2. In compliance with Sections 101 and 136 of the Companies Act, 2013 read with circulars, Notice of the EGM is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The Members may also note that the Notice 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 Exchanges i.e. BSE Limited at www.bseindia.com and the EGM Notice is also available on the website of Central Depository Services (India) Limited (“CDSL”) (agency for providing the Remote e-voting facility) i.e. https://www.evotingindia.com .

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1. As the Members can attend and participate in the EGM through VC/OAVM only, the facility to appoint proxies to attend and vote on behalf of the Members is not available for this EGM, and hence the Proxy Form and Attendance Slip are not annexed to the Notice.

2. The Board of Directors have appointed Mr. C. Prabhakar, Partner of M/s. BP & Associates (Entity ID:83104), Practicing Company Secretaries, Chennai as scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

3. The Company has availed the services of CDSL for facilitating voting through electronic means.

4. 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 facilitIy 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.

5. Institutional investors, who are Members of the Company, may attend the EGM of the Company through VC/ OAVM mode and vote electronically. Corporate members are required to send a scanned copy (in PDF/JPG Format) of the Board Resolution/ Power of Attorney authorising its representatives to attend and vote at the EGM through VC / OAVM on its

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behalf pursuant to Section 113 of the Act. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to prabhakar@bpcorpadvisors.com

1. 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.

2. In terms of Section 72 of the Companies Act, 2013, nomination facility is available to individual members holding shares in the physical form. The Members, who are desirous of availing this facility, may kindly write to Company’s R & T Agent for nomination form by quoting their folio number.

3. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in Securities Market. Members are requested to submit their PAN to the Depository Participant(s) (DP) with whom they are maintaining their demat accounts.

4. As per the provisions of Section 72 of the Act and SEBI Circular SEBI/HO/MIRSD/RTAMB/CIR/P/2021/601 dated July 23, 2021 as amended thereto the members holding shares in dematerialized form are requested to submit the Nomination details to their Depository Participants.

5. Members are requested to intimate to their Depository Participants the changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFS code, etc., for equity shares held in dematerialized form.

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1. SEBI vide its notification dated January 24, 2022 has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the above and to eliminate the risks associated with physical shares, Members are advised to maintain their shares in demat mode.

2. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.

3. All the members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on Friday, 22[nd] November 2024 have been considered for the purpose of sending the EGM Notice.

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

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

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

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• i) The voting period begins from Friday, 20[th] December 2024 09:00 AM (IST) to Monday, 23[rd] December 2024, 05:00 PM (IST) During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date on Tuesday, 17[th] December 2024 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.

• 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.

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

• 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 Individual 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 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

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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 e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in 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 “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. 2)If the user is not registered for ‘IDeAS’ e-Services, option to register is available athttps://eservices.nsdl.com. Select

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“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-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

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.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login Type	Helpdesk Details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542- 43.
Individual Shareholders holding securities in Demat mode with NSDL	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

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

• (v) Login method for e-Voting and joining virtual meeting for shareholders other

than individual shareholders holding in Demat form & physical shareholders

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

• 2) Click on “Shareholders” module.

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• 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:

Particulars	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 Shareholder. 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. 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).

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

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

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

ix) on the EVSN Number 241129005

• 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

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• 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

• 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.

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• 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 SHAREHOLDERS ATTENDING 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.

6. 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.

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1. 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.

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

3. 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.

4. 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

The Scrutinizer 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

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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 favor or against and invalid votes if any, forthwith to the Chairman of the Company or the person authorized by him, who shall countersign the same and declare the result of the voting forthwith.

The Statutory Registers and documents in accordance with the Companies Act, 2013 will be available for inspection in electronic mode.

The Results shall be declared by the Chairman, or any person authorized by him in this regard within two working days from the conclusion of EGM. The result along with the Scrutiniser’s Report shall also be placed on the website of the Company www.sharatindustries.com and on the website of the CDSL i.e., www.evotingindia.com and Stock exchange i.e., www. bseindisa.com.

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES

ACT, 2013

ITEM NO.1

TO APPROVE THE AMENDMENT IN THE ARTICLES OF ASSOCIATION OF THE COMPANY

The Board of Directors at its meeting held on 02[nd] December 2024 had approved and recommended to the shareholders the amendment clause 22 (i) of the Articles of Association (“AOA”) of the Company, relating to the calls on shares, as mentioned in the proposed resolution.

The above-mentioned alteration is proposed so as to enable the Company to call upon any unpaid amount of shares (nominal and premium) without any restriction on the amount to be called upon so as for meeting the corporate requirements of the Company.

Pursuant to Section 14 of the Companies Act 2013, the said amendment can be affected only with the approval of Shareholders by passing the special resolutions.

A draft of the amended Articles of the Company would be available for inspection at the registered office of the Company from the date of issue of this notice, till the date of this general meeting and is open for inspection at the meeting.

None of the Directors, Key Managerial Personnel and/or relatives, is in anyway concerned with or interested, financially or otherwise, in this resolution.

The Board of Directors of your Company recommends the Special Resolution for approval of the members of the Company.

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ITEM NO: 2 & 3

APPROVAL OF MATERIAL RELATED PARTY TRANSACTION (“RPT”) WITH KATYAYINI AQUATECH PRIVATE LIMITED & M/s SP ENTERPRISES

As per the provisions of Section 188 of the Companies Act, 2013 (“Act”), transactions with related parties which are on an arm’s length basis and in the ordinary course of business, are exempted from the obligation of obtaining prior approval of shareholders. However, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds Rs. 1,000 Crores or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, and shall require prior approval of shareholders by means of an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Further, Regulation 2(1)(zc) of the SEBI Listing Regulations defines a Related Party Transaction (‘”RPT”’) to include a transaction involving a transfer of resources, services or obligations between listed entity and a related party, regardless of whether a price is charged or not.

Given the nature of the industry, the Company works closely with its related parties to achieve its business objectives and enters into various operational transactions with its related parties, from time to time, in the ordinary course of business and on arm’s length basis.

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Your Company seeks approval of the Members of the Company in terms of Regulation 23 of the Listing Regulations, by way of passing of an Ordinary Resolution to the aforesaid Material Related Party Transactions to be entered for the financial year 2024-2025.

The relevant information pertaining to transactions as required under Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended and SEBI circular vide. SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated November 22, 2021 and SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 is given below:

S. No.	Description	Details of proposed RPTs
1	Name of the Related Party	Katyayini Aquatech Private Limited
2	Nature of Relationship	One of the Director Cum Promoter (Mrs. Sabbella Devaki Reddy- DIN : 02930336) of Katyayini Aquatech Private Limited is a relative of Key Managerial Personnel and Promoter of the Sharat Industries Limited (“Company”).
3	Name of Director(s) or Key Managerial personnel who is related, if any	Spouse - Mr. Prasad Reddy Sabbella, Managing Director of the Company. Son - Mr. Sharat Reddy Sabbella, Whole Time Director of the Company.
4	Nature, duration/tenure, material terms, monetary value and particulars of the contract or arrangement	Purchase and Sale of Shrimp and Shrimp feed. Material terms and conditions are based on the contracts which inter alia include the rates based on prevailing/ extant market conditions and commercial terms as on the date of entering into the contract(s).

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		Tenure – till the aggregate related party transaction value exceed INR 75 (Seventy Five) Crores during 2024-25. Value of Proposed Transaction: shall not exceed INR 75 (Seventy Five) Crores for the FY 2024-25.
5	Percentage of the Company's annual consolidated turnover, for the financial year 2023-24, that is represented by the Proposed value of the transaction.	24.82%.
6	If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary.	Not Applicable
7	Justification as to why it is in the interests of the company	The Audit Committee and the Board of the Company are of the opinion that the arrangements are commercially beneficial to the Company and hence the transactions are in the best interest of the Company.
8	Details about valuation/ arm's length and ordinary course of business	The pricing mechanism for transaction is established based on past practice. Therefore, these transactions are conducted in the ordinary course of business and on an arm's length basis.

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9 Any other information that is All relevant information are mentioned in the relevant or important for the Explanatory Statement setting out material facts, members to take a decision on the pursuant to Section 102(1) of the Companies Act, proposed resolution / Any other 2013 forming part of this Notice. information that may be relevant

Item No:3

The relevant information pertaining to transactions as required under Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended and SEBI circular vide. SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated November 22, 2021 and SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 is given below:

S. No.	Description	Details of proposed RPTs
1	Name of the Related Party	M/s S P Enterprises (Partnership Firm)
2	Nature of Relationship	Key Managerial Personnel of the Company are the partners of the firm.
3	Name of Director(s) or Key Managerial personnel who is related, if any	Mr. Prasad Reddy Sabbella, Managing Director and Mr. Sharat Reddy Sabbella, Whole Time Director of the Company
4	Nature, duration/tenure, material terms, monetary value and particulars of the contract or arrangement .	Purchase and Sale of Shrimp and Shrimp feed. Material terms and conditions are based on the contracts which inter alia include the rates based on prevailing/ extant market conditions and commercial terms as on the date of entering into the contract(s).

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		Tenure – till the aggregate related party transaction value exceed INR 50 (Fifty) Crores during 2024-25. Value of Proposed Transaction: shall not exceed INR 50 (Fifty) Crores for the FY 2024-25.
5	Percentage of the Company's annual consolidated turnover, for the financial year 2023-24, that is represented by the value of the proposed transaction.	16.55%
6	If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:	Not Applicable
7	Justification as to why it is in the interests of the company	The Audit Committee and the Board of the Company are of the opinion that the arrangements are commercially beneficial to the Company and hence the transactions are in the best interest of the Company.
8	Details about valuation/ arm's length and ordinary course of business	The pricing mechanism for transaction is established based on past practice. Therefore, these transactions are conducted in the ordinary course of business and on an arm's length basis.

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	9	Any other information that is relevant or important for the members to take a decision on the proposed resolution / Any other information that may be relevant	All relevant information are mentioned in the Explanatory Statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 forming part of this Notice.

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 except Mr. Prasad Reddy Sabbella, Managing Director, Mr. Sharat Reddy Sabbella Whole-Time Director and their relatives except to the extent of their shareholding in the Company.

Members may note that in terms of the provisions of the SEBI Listing Regulations, no Related Party shall vote to approve the Ordinary Resolution set forth at Item No. 2 & 3 of the Notice, whether the entity is a Related Party to the particular transaction or not.

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