Share India Securities Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

®

Depository Participant with 'CDSL' SEBI Registered Research Analyst & Portfolio Manager

Share India Securities Limited

(CIN:L67120GJ1994PLC115132) Member: NSE, BSE, MCX, NCDEX& ICEX

Share India

You generate, we multiply

April 28, 2023

To, To, Department of Corporate Services The Listing Department BSE Limited National Stock Exchange of India Limited P J Towers, Dalal Street, Exchange Plaza, C-1, Block G, Bandra Kurla Fort, Mumbai -400001 Complex, Bandra (E), Mumbai -400051 Scrip Code: 540725 Symbol: SHAREINDIA

Sub : Postal Ballot Notice – Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015

Dear Sir,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose a copy of Postal Ballot Notice dated April 28, 2023 for obtaining the consent of members w.r.t. Approving the limits under Section 180(1)(a) of Companies Act, 2013 for creation of security on the properties of the Company, both present and future, in favour of lenders.

The Postal Ballot Notice shall be sent to members whose names appear in Records of Depositories i.e. NSDL and CDSL as on closing hours of Friday, April 21, 2023 i.e. cut - off date for seeking approval of members by way of special resolution for the aforementioned agenda.

The Company has engaged the services of CDSL for the purpose of providing e-voting facility to its members. The voting through postal ballot by way of e-voting shall commence from Saturday, April 29, 2023 at 9.00 A.M. (IST) and end on Sunday, May 28, 2023 at 5.00.P.M. (IST).

The results of the postal ballot shall be declared on or before Tuesday, May 30, 2023.

The notice is also available on the website of the Company at https://www.shareindia.com/

We request you to take the same on your records.

For SHARE INDIA SECURITIES LIMITED

Vikas Digitally signed by Vikas AggarwalDN: cn=Vikas Aggarwal, c=IN, st=Delhi, o=Personal, serialNumber=f9f7f9724649317a1 da3da2b56f4412540bbb2f01f2c29 Aggarwal e6bc60d60f6ebae502 Date: 2023.04.28 14:29:33 +05'30'

Vikas Aggarwal Company Secretary & Compliance Officer M.No.: F5512

Enclosed: a/a

Regd. Office: 1701-1703, 17th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 INDIA.

Corporate Office: A-15, Sector-64, Noida, Distt. Gautam Buddha Nagar, Uttar Pradesh-201301, Tel.: 0120-4910000, 0120-6910000 Fax : 0120-4910030 E-mail:info@shareindia.com,Website:www.shareindia.com

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SHARE INDIA SECURITIES LIMITED CIN: L67120GJ1994PLC115132

Reg. office: 1701-1703, 17[th] floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujurat-382355

Tel: +91-0120-4910000; Website: www.shareindia.com; Email: vikas_cs@shareindia.com

POSTAL BALLOT NOTICE

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

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read together with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) (including any statutory modification, amendment or re-enactment thereof for the time being in force), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Act, rules, circulars and notifications issued thereunder and pursuant to the other applicable laws and regulations, that the resolutions appended herewith are proposed to be passed by the Members of the Company (as on the Cut-off date) by means of postal ballot only by voting through electronic means (remote e-voting).

In view of the current extraordinary circumstances due to COVID-19 pandemic and in compliance with the aforementioned MCA/SEBI Circulars, the Postal Ballot Notice is being sent only through electronic mode to all its Members who have registered their email addresses with the Company or depository/depository participants and the communication of assent/dissent of the Members will only take place through the e-Voting system not later than 5:00 p.m. IST on Sunday, May 28, 2023 failing which it will be strictly considered that no reply has been received from the member.

The Board of Directors of the Company has appointed Mr. Naveen Kumar, Practicing Company Secretary of M/s N. Kumar And Associates, having COP No. 22084, as the Scrutinizer for conducting the postal ballot process (through e-voting) in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman or any person duly authorised by him. The results of E- voting shall be declared within two working days from the conclusion of e-voting process and will be displayed along with the Scrutinizer's Report at the Registered Office of the Company, communicated to the Stock Exchanges and would also be uploaded on the Company's website: https://www.shareindia.com and on the website of CDSL: www.evotingindia.com.

SPECIAL BUSINESS

ITEM NO.1

To approve the limits under section 180(1)(a) for creation of security on the properties of the Company, both present and future, in favour of lenders

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

“RESOLVED THAT in supersession of all the earlier resolutions passed in this regard and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, the Articles of Association of the Company, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) for creation of charge / mortgage / pledge / hypothecation / security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and / or immovable properties, tangible or intangible assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company, as the case may be in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowings availed / to be availed by the Company by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully / partly convertible debentures and/or non-convertible debentures with or without detachable or non-detachable warrants and / or secured premium notes and / or floating rate notes / bonds or other debt instruments), issued / to be issued by the Company from time to time up to an amount not exceeding Rs. 5000 Crores (Rupees Five Thousand Crores Only) together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest thereon and all other moneys payable by the Company to the Lending Agencies under their respective Agreements entered/ to be entered in to by the Company in respect of aforementioned loans, borrowings and/ or credit facilities;

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to finalise, settle, and execute such documents / deeds / writings / papers / agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgages / charges as aforesaid for the purpose of giving effect to this resolution including filing of certified true copy of this resolution with the concerned Regulators and Authorities. ”

For and on behalf of the Board of Directors Share India Securities Limited

Sd/Mr. Vikas Aggarwal Company Secretary & Compliance Officer

Date: 28.04.2023

Place: Noida Membership No.: FCS 5512 Address: B-44, ugf,Mohan Park,Naveen Shahdara, Delhi-110032

Notes

• a) The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out all material facts and reasons for all the aforesaid special business is annexed hereto.

• b) In view of the ongoing COVID-19 pandemic and the provisions of General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) (including any statutory modification, amendment or re-enactment thereof for the time being in force), provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Act, rules, circulars and notifications issued thereunder and pursuant to the other applicable laws and regulations, this Postal Ballot Notice is being sent only through electronic mode to all its Members who have registered their email addresses with the Company or depository/depository participants as on the close of working hours on Friday, April 21, 2023 i.e. "the cut-off date". The Company expresses its inability to dispatch hard copy of this Postal Ballot Notice, Postal Ballot forms and pre-paid Business Reply Envelope to the Members for this Postal Ballot. Accordingly, the members may note that communication of the assent or dissent of the Members would take place through the remote e-Voting system only.

• c) In compliance with the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the MCA Circulars, the Company is pleased to offer remote e-Voting facility to its shareholders to vote on the resolution. For this purpose, the Company has entered into an agreement with CSDL (Central Depository Services Limited) for facilitating remote e-voting to enable the Shareholders to cast their votes electronically.

• d) Voting Rights shall be reckoned on the paid-up value of the shares registered in the name of the members as on Friday, April 21, 2023 i.e. "the cut-off date".

• e) The e-voting shall commence on Saturday, April 29, 2023 at 9.00 AM IST and end on Sunday, May 28, 2023 at 5.00 PM IST.

• f) Once the vote on the Resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.

• g) Mr. Naveen Kumar, Practicing Company Secretary of M/s N. Kumar And Associates, having COP No. 22084, has been appointed as Scrutinizer for conducting the Postal Ballot in accordance with the law in a fair and transparent manner.

• h) Members may note that this Postal Ballot Notice will also be available on the website of the Company viz., https://www.shareindia.com and on the website of Central Depository Services Limited (CDSL): www.evotingindia.com and shall also be available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com.

• i) All the documents referred to in explanatory statement, if any, will be available for inspection at the Registered Office of the Company on all working days during the business hours of the Company from the date of dispatch of notice through email up to the last date of e-voting, i.e., Sunday, May 28, 2023.

• j) In support of the “Green Initiative” members of the Company are requested to register their e-mail I’d with Company by making a specific request quoting their Folio No. /Client ID & DP ID to the Company or to Registrar and Transfer Agent (RTA).

• k) Members are requested to kindly mention their DP ID and Client Id number in all their correspondence with the Company’s Registrar in order to reply to their queries promptly.

• l) The Scrutinizer will submit his report to the Chairman or any person duly authorised by him. The Chairman will, or in his absence, any Director duly authorised by the Chairman, will announce the results of Voting by Postal Ballot on before 30.05.2023. The last date specified by the Company for e-voting shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority. The Scrutinizer’s decision on the validity of the votes cast through Postal Ballot shall be final. The Results along with Scrutinizer’s Report of the Postal Ballot will be displayed at the Registered Office, placed on the Website of the Company i.e. www.shareindia.com and on the website of CDSL i.e. www.evotingindia.com and shall simultaneously be intimated to the Stock Exchanges on which the shares of the Company are listed.

• m) Contact details of the person responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means are as under:

Company Mr. Vikas Aggarwal Company Secretary & Compliance Officer Tel:+91-0120-4910000 E- mail:vikas_cs@shareindia.com	Registrar and Share Transfer Agent M/s Bigshare Services Private Limited Tel- 011 2352 2373 E-mail id:www.bigshareonline.com

• n) In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably.

• o) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned/physical copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote in either of the following ways, namely a) To the Scrutinizer by e-mail to naveen.csverna@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com. B) To the Company by e-mail to vikas_cs@shareindia.com C) To the corporate office of the Company at A-15, Sector-64, Noida, Gautam Buddha Nagar-201301.

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 (self attested 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 AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact attoll free no. 1800 22 55 33

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, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33.

THE PROCEDURE AND INSTRUCTIONS FOR E-VOTING ARE AS UNDER:

Members are requested to follow the instructions below to cast their vote through E-Voting.

• (i) The voting period begins Saturday, April 29, 2023 at 9.00 AM and ends on Sunday, May 28, 2023 at 5.00 PM.

• (ii) During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. April 21, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (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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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 abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL Depository

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

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Individual Shareholders holding securities in demat mode withNSDL Depository

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

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

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

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

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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 toll free no. 1800225533
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

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 Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• (vi)

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

• 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 Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10digit 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	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.

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Details ORDate of Birth (DOB)	 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.

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

• (viii) 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.

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

• (x) Click on the EVSN for the relevant on which you choose to vote.

• (xi) 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.

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

• (xiii) 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.

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

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

• (xvi) 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.

• (xvii) There is also an optional provision to upload BR/POA if any uploaded,which will be made available to scrutinizer for verification.

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• (xviii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• 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.

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

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

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

• It is Mandatory that, 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.

• Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned/physical copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote in either of the following ways, namely a) To the Scrutinizer by e-mail to naveen.csverma@gmail.com with a copy marked to evoting@nsdl.co.in, B) To the Company by e-mail to vikas_cs@shareindia.com C) To the corporate office of the Company at A-15, Sector-64, Noida, Gautam Buddha Nagar-201301.

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EXPLANATORY STATEMENT

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

Item No. 1:

The members of the Company at their Annual General Meeting held on 22nd September, 2022, had passed a resolution authorizing Board of Directors of the Company to create charge/ mortgage/ hypothecation on the Company’s assets, from time to time upto 2000 Crores.

In connection with the loan/credit facilities availed/to be availed by the Company, as and when required, through various sources for business purposes, the Company is required to create charge over its assets and properties by way of hypothecation, mortgage, pledge, lien etc in favour of the lenders, for the purpose of securing the loan/credit facilities extended by them to the Company.

The Company is expediting its plan to scale up its capacity, expansion, diversification and business operations and hence it is considered necessary to increase the existing limits of the Company under section 180(1)(a) from 2,000 Crores to 5,000 Crores.

As per Section 180 (1)(a), authorization to board is required through approval of the members by way of Special resolution. Hence, the Board of directors recommend the Special Resolution as set out at Item No. 1 of the accompanying Notice, for Members’ approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the Special Resolution.

For and on behalf of the Board of Directors Share India Securities Limited

S/d-

Mr. Vikas Aggarwal Company Secretary & Compliance Officer Membership No.: FCS 5512 Naveen Shahdara, Delhi-110032

Date: 28.04.2023 Membership No.: FCS 5512 Place: Noida Address: B-44,ugf,Mohan Park,

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