SHIVAM AUTOTECH LIMITED — Proxy Solicitation & Information Statement 2025

Jan 23, 2025

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23[rd] January, 2025

The National Stock Exchange of India Listing & Compliance Department “Exchange Plaza” Bandra Kurla Complex, Bandra East, Mumbai – 400 051 (Scrip Code – SHIVAMAUTO)

The BSE Limited Listing & Compliance Department Phiroje Jeejeebhoy Towers Dalal Street Fort Mumbai – 400 001 (Scrip Code – 532776)

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)- Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith a copy of the Postal Ballot Notice dated 23rd January, 2025 together with the Explanatory Statement thereto, seeking consent of the Members of Shivam Autotech Limited ( “Company” ), on the following items of special business:

S .No.	Types of Resolutions	Resolutions
1.	Ordinary	To consider and approve increase in Authorized Share Capital of the Company.
2.	Special	To consider and accord consent for offer, issue and allotment of equity shares through a Qualified Institutional Placement pursuant to section 42, 62 and all other applicable provisions of the companies act,2013 and other applicable laws.

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. MCS Share Transfer Agent Limited (MCS), and the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited as on the cut-off date i.e. Friday, 17[th ] January, 2025. The Board of Directors has appointed Mr. Yogesh Kumar (Membership No. ACS 60866 CP No. 23576), Proprietor of M/s Yogesh k & Associates, Practicing Company Secretaries, to act as a Scrutinizer to conduct the postal ballot voting process in a fair and transparent manner.

The remote e-voting on the resolutions set out in the Postal Ballot Notice shall commence on Friday, January 24, 2025 at 9:00 a.m. (IST) and shall end Saturday, February 22, 2025 at 5:00 p.m. (IST).

The Notice along with Explanatory Statement can be accessed at www.shivamautotech.com

Kindly place the above information on records. Thanking you,

For Shivam Autotech Limited

SHAKTI Digitally signed by KANT SHAKTI KANT MAHANA Date: 2025.01.23 15:17:03 MAHANA +05'30'

Shakti Kant Mahana Company Secretary & Compliance Officer M. No. 69273

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and relevant circulars issued by Ministry of Corporate Affairs]

VOTING STARTS ON VOTING ENDS ON Friday, January 24, 2025 [9:00 A.M] Saturday, February 22, 2025 [5:00 P.M]

Dear Shareholder(s),

NOTICE is hereby given to the Shareholders of Shivam Autotech Limited ( ‘the Company” ) pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ( ‘Act’ ) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( ‘Rules’ ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations’ ), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ( ‘SS-2’ ), each as amended, and in accordance with the 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 8, 2021, 3/2022 dated May 5, 2022, 1/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 read with other relevant circulars issued by the Ministry of Corporate Affairs ( ‘MCA Circulars’ ) and other applicable laws and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), to transact the special business as set out hereunder by passing Ordinary/ Special Resolutions, by means of Postal Ballot only by remote e- voting process ( “remote e-voting” ) being provided by the Company to all its members to cast their votes electronically.

Pursuant to Section 102, Section 110 and other applicable provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice ( ‘Notice’ ).

In terms of the requirements specified in the MCA Circulars, the Company is sending Notice in electronic form only to those Members whose e-mail addresses are registered with the Company/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-voting facility to its Members. Members are requested to read the instructions in the Notes appended to this Notice so as to cast their vote electronically. The Notice is also available on the website of the Company at www.shivamautotech.com. Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR/YES) or dissent (AGAINST/NO) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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e-voting not later than 5.00 p.m. (IST) on February 22, 2025 . The remote e-voting facility will be disabled by NSDL immediately thereafter.

SPECIAL BUSINESS:

1. To consider and approve increase in Authorized Share Capital of the Company

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

“RESOLVED THAT pursuant to the provisions of section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statuary modification or re-enactment thereof for the time being in force), Articles of Association, the consent of the Shareholders of the Company be and is hereby accorded to increase the authorized share capital of the company from Rs. 30,00,00,000/(Rupees Thirty Crores) divided into 15,00,00,000 (Fifteen Crores) equity shares of Rs.2/- (Rupees Two) each to Rs.44,00,00,000/- (Rupees Forty-Four Crores only) divided into 22,00,00,000 (Twenty-Two Crore) equity shares of Rs.2/- (Rupees Two) each ranking pari-passu with the existing equity shares in the Company and the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V:

““The Authorized Share Capital of the Company is Rs. 44,00,00,000/- (Rupees Forty-Four Crores only) divided into 22,00,00,000 Equity shares of Rs. 2/- (Rupees Two) each.”

RESOLVED FURTHER THAT Mr. Neeraj Munjal, Managing Director, Mr. Devendra Kumar Goyal, Chief Financial Officer and Mr. Shakti Kant Mahana, Company Secretary of the Company be and are hereby severally authorized to file prescribed Form along with the copy of altered memorandum within the prescribed time to Registrar with the fee as provided in the Companies (Registration of offices and fees) Rules, 2014 and to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the aforesaid resolution.”

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding in the Company, if any.

2. To consider and accord consent for offer, issue and allotment of equity shares through a Qualified Institutional Placement pursuant to section 42, 62 and all other applicable provisions of the companies act, 2013 and other applicable laws.

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

“ RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, (the ‘ Act’ ) the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 read with the other applicable Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘ SEBI LODR Regulations ’), Chapter VI and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (‘ SEBI ICDR Regulations ’), as amended, from time to time and applicable provisions of other laws, rules, regulations and guidelines and applicable provisions of the Memorandum and the Articles of Association of the Company and subject to any approval(s), consent(s), permission(s) and / or sanction(s) of the Central Government, Securities and Exchange Board of India, Reserve Bank of India and any other appropriate authorities, institutions or bodies, including stock exchanges where the securities of the Company are currently listed (hereinafter collectively referred to as the ‘ Appropriate Authorities ’) and approval of the Shareholders in a general meeting and such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and / or sanction(s) (hereinafter referred to as the ‘ Requisite Approvals ’), which agreed by the Board of

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include Fund Raising Committee which the Board has constituted to exercise its powers including the powers conferred by this resolution or any person authorized by the Board or its committee for such purpose), the consent of the Shareholders of the Company be and is hereby accorded to issue, offer and allot equity shares, on such date or dates as may be determined or such other time period as may be prescribed under law (collectively referred to as ‘ QIP Securities ’), through qualified institutions placement, on a private placement basis to Qualified Institutional Buyers (‘ QIBs ’)” as defined in the SEBI ICDR Regulations, whether or not such QIBs are members of the Company, on the basis of placement document(s), at such time or times in one or more tranches, at par or at such price or prices including at a permissible discount or premium to market price(s) in terms of applicable regulations and on such terms and conditions and in such manner as the Board may, at its absolute discretion determine, in consultation with the lead managers, advisors and / or other intermediaries appointed in this regard, for an aggregate amount not exceeding ₹ 160 crores (Rupees One Hundred and Sixty crores) on such terms and conditions including security etc. as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories of Investors to whom the offer, issue and allotment in trenches or otherwise shall be made to the exclusion of other categories of Investors at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with lead manager(s) and/ or underwriter(s) and/or other advisor(s) appointed and/or to be appointed by the Company (the “ Issue ”).”

“ RESOLVED FURTHER THAT in accordance with Regulation 171(b) of the SEBI (ICDR) Regulations, the ‘Relevant Date’ for determination of applicable price for the issue of the QIP Securities shall be the date of the meeting in which the Board/Committee of the Company decides to open the proposed issue.”

“ RESOLVED FURTHER THAT in accordance with Regulation 179 of the SEBI (ICDR) Regulations, a minimum of 10 per cent of the QIP Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion or part thereof, may be allotted to other QIBs and that no allotment shall be made directly or indirectly to any QIB who is a promoter or any person related to promoters of the Company.”

“ RESOLVED FURTHER THAT the QIP Securities to be issued as are not subscribed may be disposed of by the Board/Committee to such person or persons and in such manner and on such terms as the Board may in its absolute discretion think fit in accordance with the provisions of law.”

RESOLVED FURTHER THAT in pursuance of the aforesaid resolutions: (a) the QIP Securities to be so offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company; and (b) the Equity Shares that may be issued by the Company shall rank pari passu with the existing Equity Shares of the Company in all respects.”

“RESOLVED FURTHER THAT any issue of QIP Securities is made by way of a QIP in terms of Chapter VI of the SEBI (ICDR) Regulations (hereinafter referred to as “ Eligible Securities ” within the meaning of the SEBI (ICDR) Regulations, the allotment of the Eligible Securities, or any combination of Eligible Securities as may be decided by the Board shall be completed within twelve months from the date of this resolution or such other time as may be allowed under the SEBI (ICDR) Regulations from time to time.

“RESOLVED FURTHER THAT any issue of Eligible Securities made by way of a QIP in terms of Chapter VI of the SEBI (ICDR) Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (the “ QIP Floor Price ”), the Company may, however, in accordance with applicable law, also offer a discount of not more than five per cent or such percentage as permitted under applicable law on the QIP Floor Price, subject to approval of shareholders.”

“ RESOLVED FURTHER THAT the QIP Securities shall be issued and allotted within 365 days from the date of this resolution or such other time as may be allowed under the SEBI (ICDR) Regulations and that no subsequent qualified institutions placement shall be made until the expiry of two weeks from the date of the qualified institutions placement approved by way of this resolution.”

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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“ RESOLVED FURTHER THAT subject to the applicable laws, for the purpose of giving effect to the issuance of QIP Securities, the Board/Committee be and is hereby authorised on behalf of the Company to do all such acts, deeds and things thereof in its absolute discretion as it deems necessary or desirable in connection with the issue of the QIP Securities, including, without limitation to: (i) decide the date for the opening and closing of the issue of QIP Securities, including determining the form and manner of the issue, issue structure, including the class of investors to whom the QIP Securities are to be issued and allotted, number of QIP Securities to be allotted, issue price (including the premium or discount to the floor price, as the case may be), face value, delivery and execution of all contracts, agreements and all other documents, deeds and instruments as may be required or desirable in connection with the issue of QIP Securities by the Company; (ii) finalisation of the allotment of the QIP Securities on the basis of the subscriptions received; (iii) finalisation of and arrangement for the submission of the preliminary and final placement document(s), and any amendments and supplements thereto, with any applicable government and regulatory authorities, institutions or bodies, as may be required; (iv) approval of the preliminary and final offering circulars or placement document (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalised in consultation with the lead manager(s) / underwriter(s) / advisor(s), in accordance with all applicable rules, regulations and guidelines (v) appoint, in its absolute discretion, managers (including lead managers), merchant bankers, underwriters, guarantors, financial and / or legal advisors, monitoring agency and all other agencies, whether in India or abroad, entering into or execution of all such agreements / arrangements / memorandum of understanding / documents with any such agencies, in connection with the proposed offering of the QIP Securities; (vi) authorisation to any director or directors of the Company or other officer or officers of the Company, including by the grant of powers of attorney, to do such acts, deeds and things as the authorised person in its absolute discretion may deem necessary or desirable in connection with the issue, allotment and listing of the QIP Securities; (vii) seeking, if required, the consent of the Company’s lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India and any other consent that may be required in connection with the issue and allotment of the QIP Securities; and (viii) all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, proper, expedient, desirable or appropriate for making the said issue as aforesaid and to settle any question, query, doubt or difficulty that may arise in this regard including the power to allot under subscribed portion, if any, in such manner and to such person(s) as the Board, may deem fit and proper in its absolute discretion to be most beneficial to the Company”.

“RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares, Securities or instruments representing the same, as described above, the Board/ Committee be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities on one or more Stock Exchanges in India.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board/ Committee be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for the Issue and to resolve and settle all questions, difficulties or doubts that may arise in regard to such Issue, including the finalization and approval of the draft as well as final offer document(s), determining the form and manner of the Issue, finalization of the timing of the Issue, identification of the investors to whom the Securities are to be offered, determining the issue price, face value, premium amount on issue/ conversion of the Securities, if any, rate of interest, execution of various transaction documents, signing of declarations, creation of mortgage/ charge, utilization of the issue proceeds, without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT Mr. Neeraj Munjal, Managing Director of the Company be and is hereby authorized to do all such acts, deeds, matters and steps as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board to any Committee thereof, to give effect to the aforesaid resolution.”

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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None of the Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding in the Company, if any.

Place: Gurugram Date: 23[rd] January, 2025

Registered Office:

10, 1[st] Floor, Tower A, Emaar Digital Greens, Sector – 61, Golf Course Extension Road, Gurugram, Haryana - 122102 CIN: L34300HR2005PLC081531 e-mail: cs@shivamautotech.com website: www.shivamautotech.com Tel: +91 124 4698700 Fax: +91 124 4698798

By Order of the Board of Directors For Shivam Autotech Limited

Sd/Shakti Kant Mahana Company Secretary Membership No. A69273

Notes:

1. The relevant Explanatory Statement pursuant to the provisions of Section 102, 110 of the Act, read with Rule 22 of the Rules each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, January 17, 2025 ( “Cut-Off Date” ) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

3. This Postal Ballot Notice will also be available on the Company’s website at www.shivamautotech.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of MCS Share Transfer Agent Limited admin@mcsregistrars.com .

4. All the material documents referred to in the Notice and Explanatory Statement, are available for inspection by the members at the Registered office / Corporate Office of the Company on all working days between 09:00 A.M. (IST) and 05:30 P.M. (IST) from the date of dispatch of the Notice up to the last date of e-voting

5. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

6. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no.

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular” ), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.

1. The remote e-voting shall commence on Friday, 24[th] January, 2025 at 9:00 a.m. (IST) and shall end on Saturday, 22[nd ] February, 2025 at 5:00 p.m. (IST)

During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

1. The Resolutions, if passed with requisite majority through Postal Ballot, will be deemed to be passed on the last date specified for remote e-voting i.e., 22[nd] February, 2025.

2. The Board of Directors has appointed Ms. Yogesh Kumar (Membership No. ACS 60866 CP No. 23576), Proprietor of M/s Yogesh K & Associates, Practising Company Secretaries, as the Scrutinizer to scrutinize the postal ballot process in fair and transparent manner.

3. The Scrutinizer will submit her report after scrutiny of the votes cast, on the result of the Postal Ballot on or before 24[th] February, 2024. The Scrutinizer’s decision on the validity of votes cast will be final.

4. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.shivamautotech.com, and on the website of NSDL at www.evoting.nsdl.com and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.

5. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a General Meeting of the Members.

6. Members may download the Notice from the Company’s website at www.shivamautotech.com, or from NSDL’s website at www.evoting.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.

7. The vote in this Postal Ballot cannot be exercised through proxy.

8. Mr. Shakti kant Mahana, Company Secretary of the Company shall be responsible for addressing all the grievances in relation to this Postal ballot e-voting. His details are as follows:

9. Name: Mr. Shakti Kant Mahana

10. Designation: Company Secretary and Compliance Officer

11. Registered office: 10, 1st Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

12. Email id: cs@shivamautotech.com ; Phone No.: 0124-4698700

13. Members are requested to intimate about change in their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to the Company’s Registrar and Share Transfer Agent, M/s MCS Share Transfer Agent Ltd.,179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase-1 New Delhi-110020 through email at admin@mcsregistrars.com, in case the shares are held in physical form and to the Depository Participant (DP) in case the shares are held in electronic form.

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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17. How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Login method for Individual shareholders holding securities in demat mode is given below:	Login method for Individual shareholders holding securities in demat mode is given below:	Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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Individual Shareholders holding securities in demat mode with CDSL

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 Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 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. 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 websitewww.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 on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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Individual Shareholders You can also login using the login credentials of your demat account (holding securities in through your Depository Participant registered with NSDL/CDSL for e- demat mode) login Voting facility. upon logging in, you will be able to see e-Voting option. through their depository Click on e-Voting option, you will be redirected to NSDL/CDSL Depository participants site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL 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.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL.
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to change
your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent
to you from NSDL from your mailbox. Open the email and open the attachment
i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit
client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your ‘User ID’ and
your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in
process for those shareholders whose email ids are not registered
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your
password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request
at evoting@nsdl.com mentioning your demat account number/folio number, your PAN,
your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on
the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check
box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
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SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned 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, to the Scrutinizer by e-mail to ypaandcompany@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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1. In case shares are held in physical mode please provide 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 cs@shivamautotech.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@shivamautotech.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e- Voting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIESACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

Item 1-

The present Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore) comprising of 15,00,00,000 (Fifteen Crores) Equity Shares of Rs.2/- each and the Paid up Share Capital of the Company is Rs.24,44,44,444/- (Rupees Twenty Four Crores Forty Four Lakhs Forty Four Thousand Four Hundred and Forty four only) comprising of 12,22,22,222 (Twelve Crores Twenty Two Lakhs Twenty Two Thousand Two Hundred Twenty Two) Equity Shares of Rs. 2/- each. The Board of Directors, at its meeting held on Wednesday, January 22, 2025, approved the raising of funds through the issuance of Equity Shares by way of a Qualified Institutional Placement (QIP) and a Rights Issue. In this regard, the Board, at the same meeting, has also accorded its approval for increasing the Authorised Share Capital from Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 15,00,00,000 (Fifteen Crores) equity shares of Rs.2/(Rupees Two) each to Rs.44,00,00,000/- (Rupees Forty-Four Crores only) divided into 22,00,00,000 (Twenty-Two Crore) equity shares of Rs.2/- (Rupees Two) each ranking pari passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company and subject to shareholders’ approval through Postal Ballot.

Pursuant to the provisions of Section 13 & 61 of the Companies Act, 2013, approval of the Members is required for increasing the Authorised Share Capital of the Company and alteration in the Memorandum of Association.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding in the Company, if any.

The Board accordingly recommends the Ordinary resolution set out at Item No.1 of the accompanying Notice for the approval of the Members.

Item 2-

In order to augment long-term resources, enhance the Company’s net worth, improve the leverage of the company and strengthen its overall financial position, the Board has approved measures to retire the high cost debt, enhancing long term working capital requirement, Line balancing Capex and for the future upscale operations of the company.

The Board of Directors of the Company at its meeting held on Wednesday, January 22, 2025 proposed to obtain an enabling approval of Members, without the need for any further approval from the Members to undertake the proposed issue of equity shares through qualified institutions placement on private placement basis to Qualified Institutional Buyers ( ‘QIBs’ ), in accordance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( ‘SEBI ICDR Regulations’ ) and other applicable laws, regulations, rules and guidelines, as set out in the Special Resolution at Item No. 2 of the accompanying Notice.

In view of above, the Board may, in one or more tranches, issue and allot equity shares on such date(s) as may be determined or such other time period as may be prescribed under law ( collectively referred to as ‘QIP Securities’ ) to QIBs on a private placement basis for an aggregate amount not exceeding ₹ 160 crores (Rupees one hundred and Sixty crores). The proposed issue of QIP Securities (‘QIP’) shall be subject to the provisions of applicable laws, including the SEBI (ICDR) Regulations, including in relation to the pricing of the QIP Securities. the ‘Relevant Date’ for determination of applicable price for the issue of the QIP Securities shall be the date of the meeting in which the Board of the issuer decides to open the proposed issue. The equity shares allotted shall rank pari passu in all respects with the then existing equity shares of the Company. The equity shares shall be subject to the Memorandum and Articles of Association of the Company. The pricing of the QIP Securities that may be issued shall be determined subject to such price not being less than the floor price calculated in accordance with Chapter VI of the SEBI (ICDR) Regulations

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798

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( ‘QIP Floor Price’ ). Further, the Board may offer a discount of not more than five per cent or such other percentage as permitted on the QIP Floor Price calculated in accordance with the pricing formula provided under the under applicable provisions of Regulation 176 of SEBI (ICDR) Regulations. The QIP Securities issued pursuant to the offering would be listed on the Indian stock exchanges. The proposed issue of QIP Securities as above may be made in one or more tranches in a manner and subject to limit as more particularly set out in the resolution at Item No. 2 of the accompanying Notice.

The proposed Special Resolution is only enabling in nature and seeks to confer upon the Board the absolute discretion and adequate flexibility to determine the terms of and quantum of issue(s) and to take all steps which are consequential, incidental and ancillary.

Section 62(1)(c) of the Act provides, inter-alia, that where it is proposed to increase the subscribed share capital of the Company by allotment of further shares, such further shares shall be offered to the persons, who on the date of the offer are holders of the equity shares of the Company, in proportion to the capital paid-up on those shares as of that date unless the Members decide otherwise. The proposed Special Resolution seeks the consent and authorisation of the Members to the Board to offer, issue, allot and listing the QIP Securities, in consultation with the lead managers, legal advisors and other intermediaries, to any persons, whether or not they are Members of the Company.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding in the Company, if any.

The Board accordingly recommends the Special Resolution set out at Item No. 2 of the accompanying Notice for the approval of the Members.

Place: Gurugram Date: 23[rd] January , 2025

Registered Office:

10, 1[st] Floor, Tower A, Emaar Digital Greens, Sector – 61, Golf Course Extension Road, Gurugram, Haryana - 122102 CIN: L34300HR2005PLC081531 e-mail: cs@shivamautotech.com website: www.shivamautotech.com Tel: +91 124 4698700 Fax: +91 124 4698798

By Order of the Board of Directors For Shivam Autotech Limited

Sd/Shakti Kant Mahana Company Secretary Membership No. A69273

SHIVAM AUTOTECH LIMITED www. shivamautotech.com CIN: L34300HR2005PLC081531

Registered Office: 10, 1[st] Floor, Emaar Digital Greens, Tower A, Sector 61, Golf Course Extension Road, Gurugram, Haryana-122102

Tel: 0124-4698700 Fax: 0124-4698798