Share India Securities Limited — Proxy Solicitation & Information Statement 2024

May 14, 2024

® Share India Securities Limited

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

Share India You generate, we multiply

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

May 14, 2024

To, To, Department of Corporate Services The Listing Department BSE Limited National Stock Exchange of India Limited P. J. Towers, Exchange Plaza, C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 540725 SYMBOL: SHAREINDIA

Sub: Notice of Extra-Ordinary General Meeting of the Company

Dear Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of the Extra-Ordinary General Meeting (‘EGM’) of the Company scheduled to be held on Wednesday, June 05, 2024 at 4:30 p.m. through Video Conference (VC)/Other AudioVisual Means (OAVM).

The Notice of the EGM is uploaded on the Company’s website at www.shareindia.com.

Please be informed that the Company has fixed Wednesday, May 29, 2024 as the cut-off date to determine the entitlement of voting rights of the Members eligible to vote either through remote e-voting prior to the EGM or through e-voting during the EGM. The Company has engaged the services of Central Depository Services (India) Limited to provide e-voting platform to the Members of the Company.

The remote e-voting period will commence from Sunday, June 02, 2024 (9:00 a.m., IST) and end on Tuesday, June 04, 2024 (5:00 p.m., IST).

Kindly take the same on your records.

Thanking you,

Yours faithfully,

For Share India Securities Limited Vikas Digitally signed by Vikas Aggarwal Date: 2024.05.14 Aggarwal 11:10:04 +05'30' Vikas Aggarwal Company Secretary & Compliance Officer M. No. F5512

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

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

Tel: +91-0120-4910000 ; Website: www.shareindia.com ; E-mail ID: secretarial@shareindia.com

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the members of Share India Securities Limited will be held on Wednesday, June 05, 2024, at 04:30 p.m. through Video Conferencing (VC”) / Other AudioVisual Means (“OAVM”) to transact the following special businesses:

Item No. 1

To consider and approve the proposal of sub-division of every 1 (one) Equity Share of the face value of Rs. 10/- (Rupees Ten only) each into 5 (five) Equity Shares of the face value of Rs. 2/- (Rupees Two only) each.

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

“ RESOLVED THAT pursuant to the provisions of Section 61(1)(d) and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed there under (including any statutory modifications or re-enactment(s) thereof, for the time being in force), read with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and other applicable laws, rules and regulations for the time being in force, if any, and in accordance with the provisions of Memorandum and Articles of Associations of the Company and subject to such other approvals, permissions and sanctions as may be necessary, approval of the Shareholders of the Company be and is hereby accorded to sub-divide the Equity Shares of the Company such that each Equity Share having face value of Rs. 10/- (Rupees Ten Only) be subdivided into 5 (Five) Equity Shares having face value of Rs. 2/- (Rupees Two Only) each, with effect from the record date as may be fixed by the Board of Directors of the Company or such other person authorised by the Board in this behalf and shall rank pari passu in all respects with and carry the same rights as the existing fully paid Equity Shares of Rs.10/- (Rupees Ten Only) each of the Company.

RESOLVED FURTHER THAT pursuant to the sub-division of Equity Shares of the Company, all the Equity Shares of face value of Rs. 10/- (Rupees Ten only) each consisting in the authorized share capital of the Company existing on the Record Date shall stand sub-divided into the Equity Shares of Rs. 2/- each, as given below:

Authorized share capital prior to proposed sub- division	Authorized share capital prior to proposed sub- division	Authorized share capital prior to proposed sub- division	Authorized share capital post proposed sub- division	Authorized share capital post proposed sub- division	Authorized share capital post proposed sub- division
No. of Equity Shares	Face Value (Rs.)	Total Share Capital (Rs.)	No. of Equity Shares	Face Value (Rs.)	Total Share Capital (Rs.)
5,00,00,000	10/-	50,00,00,000/-	25,00,00,000/-	2/-	50,00,00,000/-

RESOLVED FURTHER THAT pursuant to the sub-division of Equity Shares of the Company, all the Equity Shares of face value of Rs. 10/- (Rupees Ten only) each consisting in the issued, subscribed and paid up Equity Share Capital existing on the Record Date, shall stand sub-divided into the Equity Shares of face value of Rs. 2/- (Rupees Two only) each;

RESOLVED FURTHER THAT upon sub-division of the Equity Shares as aforesaid and with effect from the Record Date, the number of sub-divided Equity Shares be credited into the respective beneficiary Demat accounts of the Shareholders with the Depository Participants in lieu of the existing credits representing the Equity Shares before sub-division;

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

Item No. 2

To alter the Capital Clause of the Memorandum of Association of the Company.

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

“ RESOLVED THAT pursuant to Sections 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder (including any statutory modification or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded to substitute the existing Clause V of the Memorandum of Association of the Company with the following new Clause V:

“ V. The Authorized Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 25,00,00,000 (Twenty-Five Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each .”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorized to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment of the Memorandum of Association and further to do all such acts, deeds, matters and things as may be deemed necessary including but not limited to delegate all or any of the powers herein vested in them to any person or persons, as deemed expedient to give effect to this resolution.”

By the order of the Board of Directors of Share India Securities Limited

Date: May 09, 2024

Sd/Vikas Aggarwal Company Secretary & Compliance Officer 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 (“the Act”) setting out all material facts and reasons for all the aforesaid special business is annexed hereto.

• b) This Notice of the Extraordinary General Meeting ( “the Meeting”/ “EGM” ) is being sent to the Members whose names appear in list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Depository Participant(s), on Friday, May 10, 2024. A person who is not a member as on the Cutoff Date should treat this Notice for informational purposes only.

• c) In Compliance with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), SEBI circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (“SEBI circular”), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), this Notice is being sent only through electronic mode to all its Members who have registered their email addresses with the Depository Participants and the communication of assent/dissent of the Members will only take place through the remote e-voting system. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting period	9:00 a.m. IST on Sunday, June 02, 2024
Conclusion of remote e-voting period	5:00p.m. IST on Tuesday, June 04, 2024
Cut-off Date for eligibilityto vote	Wednesday, May29, 2024

• d) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the LODR Regulations, as amended, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. The Company has engaged the Central Depository Services (India) Limited (“CDSL”) for facilitating remote e-voting through electronic means.

• e) Voting Rights of the members shall be in proportion to their shares in the Paid-up Share Capital of the Company as on Wednesday, May 29, 2024 i.e. "the Cut-off Date ". A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting or e-voting at the EGM. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.

• f) The remote e-voting facility will be disabled by CDSL immediately after 5:00 p.m. IST on Tuesday, June 04, 2024 and voting will be disallowed thereafter.

• g) 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. The Members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again at the EGM. Further, once the vote on the Resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.

• h) Any person, who acquires shares of the Company and becomes a Member of the Company after despatch of the Notice and holds shares as on the Cut-off Date , i.e., Wednesday, May 29, 2024 , may obtain the login ID and password by sending a request at secretarial@shareindia.com.

• i) Pursuant to the General Circulars 2/2022 and 19/2021, other circulars issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and other circulars issued by SEBI (hereinafter collectively referred to as “the Circulars”), Companies are allowed to hold EGM through VC/OAVM, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the EGM of the Company is being held through VC/OAVM.

• j) Since the EGM is being held electronically, physical attendance of the Members has been dispensed with and accordingly the facility for appointment of proxies by the Members will not be available for the EGM. Therefore, the proxy form, attendance slip and route map have not been annexed with this notice.

• k) Participation of Members through VC/OAVM will be reckoned for the purpose of quorum for the EGM as per Section 103 of the Act and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”).

• l) Members can join the EGM through the VC/OAVM mode 30 minutes before and 15 minutes 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 for 1,000 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.

• m) In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 effective from April 02, 2024 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.

• n) In line with the aforesaid Circulars, the Notice of EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on Friday, May 10, 2024 .

• o) Members may note that this EGM Notice will also be available on the website of the Company viz., www.shareindia.com and on the website of CDSL: www.evotingindia.com and shall also be available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com.

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

• q) Mr. Naveen Kumar, Practicing Company Secretary of M/s. N Kumar & Associates having COP No. 22084, has been appointed as Scrutinizer for scrutinizing the remote e-voting process in accordance with the law in a fair and transparent manner.

• r) The Chairman shall, at the EGM, on the resolutions on which voting is to be held, allow voting by use of e- voting for all those Members who are present during the EGM but have not cast their votes by availing the remote e-voting facility.

• s) 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/Company Secretary duly authorised by the Chairman, will announce the results of voting on or before Thursday, June 07, 2024 . The last date specified by the Company for remote e-voting, i.e. Tuesday, June 04, 2024 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 e-voting shall be final. The results along with Scrutinizer’s Report of the e-voting will be displayed on Notice Board(s) of the Company at its its Registered Office and Corporate 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.

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

• u) In case the email ID and mobile number of any shareholder(s) is not registered with its Depository Participant (DP), they are requested to get the same updated.

• v) Pursuant to the provisions of Section 113 of the Act, 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 helpsedk.evoting@cdslindia.com;

• B. To the Company by e-mail to secretarial@shareindia.com;

• C. To the corporate office of the Company at A-15, Sector-64, Noida, Gautam Buddha Nagar-201301.

• w) Contact details of the persons(s) responsible to address the queries/grievances connected with the voting by electronic means are as under:

Company		Registrar and Share Transfer Agent	Depository
Mr. Vikas Aggarwal, Company Secretary & Compliance Officer Tel:+91-0120-4910000 E-mail: secretarial@shareindia.com Corp. Office: A-15, Sector-64, Noida, Distt. Gautam Buddha Nagar, Uttar Pradesh-201301.		Mr. Mukesh Kumar, Bigshare Services Private Limited Tel- 011 2352 2373 E-mail: mukesh@bigshareonline.com Address: 302, Kushal Bazar 32-33, Nehru Place, New Delhi-110019.	Mr. Rakesh Dalvi, Central Depository Services (India) Limited. Tel- 1800 22 55 33 Email: Helpdesk.evoting@cdslindia.com Address: A Wing, 25thFloor, Marathon Futures, Mafatlal Mill Compunds, N M Joshi Marg, Lower Parel (East), Mumbai- 400013.

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

Members are requested to follow the instructions below to cast their vote through e-voting.

Step 1: Access to Depositories CDSL/NSDL e-voting system.

• (A) Login method for remote e-voting in case of individual Shareholders.

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 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 Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest 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/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from 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.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on Company name or e- voting Service Provider name and you will be re-directed to e-voting Service Provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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 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.

(B) Login Method for e-voting in case of Non-individual Shareholders:

Non-individual Shareholders are required to access CDSL e-voting susytem using the following steps:

• 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,

• 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:

• a. After entering these details appropriately, click on “SUBMIT” tab.

• b. 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 remote evoting 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.

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.com or 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

Step 2 - Steps to caste vote on Resolution(s) through remote e-voting :

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

• (ii) 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.

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

• (iv) 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.

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

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

• (vii) 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.

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

• (ix) 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.

• Alternatively Non Individual shareholders are required mandatory 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; secretarial@shareindia.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 e-voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Members can join the EGM through the VC/OAVM mode 30 minutes before and 15 minutes 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 for 1,000 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.

1. 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.

2. 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.

3. Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. 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.

4. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at secretarial@shareindia.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 secretarial@shareindia.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.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013 and other applicable provisions)

For Item No. 1 & 2:

With a view to enhance liquidity of the Company’s Equity Shares and to encourage participation of small investors by making Equity Shares of the Company more attractive to invest, the Board of Directors of the Company in their meeting held on May 9, 2024, considered and approved, the sub-division of the existing Equity Shares of the Company such that 1 (One) Equity Share having face value of Rs. 10/- (Rupees Ten only) each fully paid-up be sub-divided into 5 (Five) equity shares having face value of Rs. 2/- (Rupees Two only) each fully paid up, ranking pari-passu with each other in all respects with effect from the Record Date.

Further, the Article of Association of the Company and the Companies Act, 2013, permits sub-division of shares subject to the approval of members. The Record Date for the sub-division of existing Equity Shares shall be decided by the Board post approval of the Shareholders.

The sub-division of Equity shares of the Company as aforesaid would require consequential alteration to the existing Capital Clause i.e. Clause 5 of the Memorandum of Association (“MOA”) of the Company.

A copy of the Memorandum of Association (MOA) along with proposed amendments shall be available for inspection for the Members. The members may inspect the aforementioned MOA by sending an email to secretarial@shareindia.com. Further, the altered MOA shall also be available on the website of the Company for inspection by the Members during the EGM.

In terms of the provisions of Sections 13 & 61 of the Companies Act, 2013 and the Rules made thereunder, approval of the Members of the Company is sought for sub-division of Equity Shares and for consequential alteration to Capital Clause (Clause 5) of MOA of the Company.

Accordingly, the Board of Directors recommend the passing of ordinary resolution for Item No. 1 and passing of special resolution for Item No. 2 of the Notice for approval of Shareholders in the best interest of the Company and all stakeholders.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the above resolutions, except to the extent of equity shares held by them in the Company, if any.

By the order of the Board of Directors of Share India Securities Limited

Date: May 09, 2024

Sd/Vikas Aggarwal Company Secretary & Compliance Officer Membership No.: FCS 5512 Address: B-44, UGF, Mohan Park, Naveen Shahdara, Delhi-110032