Shradha Realty Limited — Proxy Solicitation & Information Statement 2024

Mar 30, 2024

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shradha infraprojects limited

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

Through Online Filing Date: 30[th] March, 2024

Ref No: SIL/CS/337

To,

The Manager - Listing Department, National Stock Exchange of India Limited Exchange Plaza, C-1, Block –G, Bandra Kurla Complex, Bandra (East), Mumbai- 400051

Symbol: SHRADHA

ISIN: INE715Y01023

Subject: Corrigendum to the Notice of 01[st ] Extra-Ordinary General Meeting of the Company for the Financial Year 2024-25.

Dear Sir / Madam,

This is in continuation to our submission of the Notice of 01st Extra-Ordinary General Meeting of the Company for the Financial Year 2024-25 scheduled to be held on Tuesday, the 23[rd] March 2024 at 11.30 A.M. through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') facility. We wish to inform that in the draft Resolution and Explanatory statement annexed to the said Notice of the meeting of the shareholders of the Company, we inadvertently missed to quote the reference of Regulation 37 (A) along with the Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Hence, it is requested to read the Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with Regulation 37 (A) wherever quoted in the notice of EGM.

Except for the above referred change, there is no other change in the Notice of EGM submitted to stock exchanges on March 29, 2024. The corrected copy of Notice of EGM with the aforesaid change are enclosed and the same may be taken on record.

Thanking you,

Yours faithfully,

For SHRADHA INFRAPROJECTS LIMITED

Digitally signed by Shrikant Sharad Shrikant Sharad Huddar Huddar Date: 2024.03.30 14:38:33 +05'30'

Shrikant Huddar

Company Secretary & Compliance Officer ICSI Mem. No: A38910

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

NOTICE

NOTICE is hereby given that the First (01[st] ) Extra-Ordinary General Meeting for the Financial Year 2024-25, of the Members of SHRADHA INFRAPROJECTS LIMITED will be held on Tuesday, the 23[rd] day of April, 2024 at 11:30 A.M. through video conferencing/other audio visual means to transact the following business:

SPECIAL BUSINESS:

1. TO APPROVE SELL OR TRANSFER OR OTHERWISE DISPOSE-OFF COMPANY’S STAKE IN ACTIVE INFRASTRUCTURES PRIVATE LIMITED (THE WHOLLY OWNED SUBSIDIARY COMPANY).

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

Draft Resolution:

“RESOLVED THAT pursuant to the provisions of section 180(1) (a) and other applicable provisions if any, of the Companies Act, 2013, and the relevant rules made thereunder, Regulation 24 and Regulation 37 (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force), the Memorandum and Articles of Association of the company and subject to other requisite approvals to the extent necessary as may be required, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as Board) to sell/ transfer or otherwise dispose-off in one or more tranches, the shares held in Active Infrastructures Private Limited , a wholly owned subsidiary company and on such other terms and conditions as may be approved by the Board in order to comply with the provisions of Initial Public Offering (IPO) of Active Infrastructures Private Limited, a wholly owned subsidiary company.”

“RESOLVED FURTHER THAT for the purpose of implementation of this resolution, the Board be and is hereby authorised to do all such acts, deeds, matter and things, including but not limited to deciding the time, mode, manner, extent of tranches, if required and other terms and conditions of the disinvestment/ sales of the shares as aforesaid, negotiating and finalising the terms of sale/ offer for sale as may be necessary, desirable and expedient to be agreed, and all incidental and necessary steps for and on behalf of the company and to settle all questions or queries that may arise in the course of implementing this resolution. ”

By the Order of Board, For SHRADHA INFRAPROJECTS LIMITED

Sd/Shrikant Huddar (Company Secretary)

Date: 23[rd] March, 2024 Place: Nagpur

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

NOTES

1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”), in respect of Special Business as set out above to be transacted at EGM is annexed hereto and forms part of this Notice.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 09/2023 dated September 25, 2023 and all other relevant circulars issued from time to time, allowed holding of General Meeting through video conferencing (VC) or other audio visual means (OAVM) without physical presence of the Members at the EGM venue and hence Members can attend and participate in the ensuing EGM through VC/OAVM in compliance with the aforesaid circulars, provisions of the Companies Act, 2013 and other regulatory provisions.

3. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES, TO ATTEND AND VOTE INSTEAD OF HIMSELF, AND THAT A PROXY NEED NOT BE A MEMBER.

However, since this EGM is held through VC, the facility of appointment of proxies is not available for this EGM, in terms of the said Circulars. Accordingly, no proxy form is enclosed with this notice. However, representatives of member’s u/s 112 and 113 can be appointed to participate and vote at this EGM.

4. Members, are encouraged to attend and vote at this EGM though VC. The attendance of the Members attending this EGM through VC will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Relevant documents referred to in the Notice including Explanatory Statement thereof, are open for inspection by the Members at the Company’s Registered Office on all working days, during the office hours except Saturdays, Sundays and all public holidays up to the date of the Meeting.

6. Since, this EGM is held through VC, no road map of the location for the venue of Extra-Ordinary General Meeting is attached herewith.

7. In compliance with the MCA Circulars and SEBI Circular, Notice of the EGM along with the explanatory statement is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that in line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.shradhainfra.in. The Notice can also be accessed from the websites of the National Stock Exchange of India Limited at www.nseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

8. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

9. Members holding shares in electronic form are requested to register/update their postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants, with whom they are maintaining their Demat accounts.

10. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on 16th April 2024, being the cut-off date, shall be entitled to vote on the Resolutions set forth in this Notice or attend EGM. A person who is not a Member as on the cut-off date should treat this Notice of EGM for information purposes only.

11. In the general interest of the Members, it is requested to update their bank mandate/NECS/Direct credit details/name/address/power of attorney and update their Core Banking Solutions enabled account number:

• For shares held in physical form: with the Registrar and Transfer Agent of the Company.

• For shares held in dematerialized form: with the depository participant with whom they maintain their demat account.

Kindly note that as per Regulation 12 read with Schedule I of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for distribution of dividends or other cash benefits to the investors, electronic mode of payments like National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), Real Time Gross Settlement (RTGS) and National Electronic Funds Transfer (NEFT) shall be used. In cases where the details like MICR no., IFSC no. etc. required for effecting electronic payments are not available, physical payment instrument like dividend warrants, will be used.

Accordingly, we recommend you to avail the facility of direct electronic credit of your dividend and other cash benefits, as and when declared, through electronic mode and in all cases keep your bank account details updated in your demat account/physical folio.

12. The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday, 16 April 2024 to Tuesday, 23 April 2024 (both days inclusive) for the purpose of Extra-Ordinary General Meeting.

13. Shareholders desiring any information relating to the accounts are requested to write to the Company at least 7 (seven) days in advance of the EGM to enable the Company to provide the information required at the meeting.

14. Depository Participants/ Shareholders/ Investors of the Company are advised to send all documents/ correspondences such as requests for Dematerialization of Shares, Transfer of Shares, Change of Address, Registration of e-mail Id, Change of Bank Mandate/ NECS and other Shares related documents to the Company’s RTA.

15. Non Resident Indian members are requested to immediately inform their depository participant (in case of shares held in dematerialized form) or the Registrar and Transfer Agent of the Company (in case of shares held in physical form), as the case may be, about:

• (i). the change in the residential status on return to India for permanent settlement;

• (ii). the particulars of the NRE account with a bank in India, if not furnished earlier.

16. GREEN INITIATIVE

As a responsible corporate citizen, your Company welcomes and supports the ‘Green Initiative’ taken by the Ministry of Corporate Affairs, Government of India. We strongly urge you to support this ‘Green Initiative’ by opting for electronic mode of communication and making the world a cleaner, greener and

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

healthier place to live. For receiving all communication (including Extra-Ordinary Report) from the Company electronically, the members are requested to register / update their email addresses with the Registrar and Share Transfer Agent or relevant Depository Participant (DP), as the case may be.

17. The Company has appointed CS Ridhhita Agrawal (ICSI Membership No. F10054, COP: 12917) Mumbai, as the scrutinizer for conducting the process of remote e-voting at the EGM in a fair and transparent manner.

18. E-Voting:

In accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Tuesday, 16[th] April, 2024 as the “cutoff date” to determine the eligibility to vote by electronic means or in the General Meeting. 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, i.e. Tuesday, 16th April, 2024, shall be entitled to avail the facility of remote e-voting or voting in the general meeting.

Instructions for attending the e-EGM and e-voting are as follows:

1. Process and manner for members opting for voting through Electronic means:

• (i). Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and September 25, 2023 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

• (ii). Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Tuesday, 16[th] April, 2024, shall be entitled to avail the facility of remote e-voting as well as e-voting during EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

• (iii). A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the EGM and prior to the Cut-off date i.e. Tuesday, 16th April, 2024, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting during EGM by following the procedure mentioned in this part.

• (iv). The remote e-voting will commence on Saturday, 20[th] April, 2024 at 9.00 a.m. and will end on Monday, 22[nd] April, 2024 at 5.00 p.m. During this period, the members of the Company holding shares either in physical form or in demat form as on the Cutoff date i.e. Tuesday, 16th April, 2024 may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by CDSL thereafter.

• (v). Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

• (vi). The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. Tuesday, 16th April, 2024.

• (vii). The Company has appointed CS Ridhhita Agrawal (ICSI Membership No. F10054, COP: 12917) Mumbai, to act as the Scrutinizer for conducting the remote e-voting process as well as the venue voting system on the date of the EGM, in a fair and transparent manner.

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

2. The instructions for shareholders for remote e-voting are as under:

• (i). The voting period begins on Saturday, 20[th] April, 2024 at 9.00 a.m. and will end on Monday, 22[nd] April, 2024 at 5.00 p.m. 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. Tuesday, 16th April, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii). Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

• (iii). Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9th December, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e- voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e -voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv). In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 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 e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

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 and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method

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 visit www.cdslindia.com and 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 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 duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe

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SHRADHA INFRAPROJECTS LIMITED CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

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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 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 an e-Voting link available on
www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin. 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.
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services
Shareholders website of NSDL. Open web browser by typing the following URL:
holding securities https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
in demat mode home page of e-Services is launched, click on the “Beneficial Owner” icon under
with NSDL “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 You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding securities After Successful login, you will be able to see e-Voting option. Once you click on
in demat mode) e-Voting option, you will be redirected to NSDL/CDSL Depository site after
login through their successful authentication, wherein you can see e-Voting feature. Click on
Depository company name or e-Voting service provider name and you will be redirected to e-
Participants Voting service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

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

Logintype		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 attoll free no. 18002255 33
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v). Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding shares in physical form:

• 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.

For Physical shareholders and other than individual shareholders holdin shares in Demat.	For Physical shareholders and other than individual shareholders holdin shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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

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

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

• (ix).

• Click on the EVSN of the Company- Shradha Infraprojects Limited on which you choose to vote.

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

• (x). On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

• (xii). After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

• (xv). If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi). Shareholders can also cast their vote using CDSL's mobile app m-Voting. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xvii). 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 should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• 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 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; investorinfo@shradhainfra.in, 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:

• a. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.

• b. The link for VC/OAVM to attend the 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.

c. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not cast 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 in the EGM.

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SHRADHA INFRAPROJECTS LIMITED CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

d. If any Votes are cast by the members through the e-voting available during the EGM and if the same members have not participated in the meeting through VC/OAVM facility, then the votes cast by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members participating in the meeting.

e. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM or view the live webcast of EGM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders'/members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

2. Members are encouraged to join the Meeting through Laptops / IPads for better experience.

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

4. 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.

OTHER INSTRUCTIONS

I. Shareholders can update their mobile numbers and e-mail IDs (which may be used for sending future communication(s)) by writing to investorinfo@shradhainfra.in.

II. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. Tuesday, 16[th] April, 2024 may obtain the login ID and password by sending an email to investorinfo@shradhainfra.in or investor@bigshareonline.com or helpdesk.evoting@cdslindia.com by mentioning their Folio No./DP ID and Client ID No.

III. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the Meeting.

IV. Members who are registered in advance will only be allowed to express their views or ask questions at EGM. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the EGM.

(a) Since EGM is being conducted through VC / OAVM, Members having any query or seeking any information with regard to the accounts or any matter to be placed at the EGM, are requested to write /send email to the Company at least seven days in advance at investorinfo@shradhainfra.in. The same will be replied by the Company suitably.

(b) Members who will participate in the EGM through VC/OAVM can also pose question/feedback through question box option. Such questions by the Members shall be taken up either during the meeting or shall be replied by the Company suitably within 7 days from EGM date.

V. Members who would like to express their views or ask questions during the EGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investorinfo@shradhainfra.in before Tuesday, 16[th] April, 2024 (5:00 p.m. IST). Those Members who have registered themselves

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

VI. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company at www.shradhainfra.in and on the website of CDSL at www.evoting.india.com immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the National Stock Exchange of India Limited, Mumbai where the shares of the Company are listed.

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 investorinfo@shradhainfra.in / investor@bigshareonline.com.

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

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SHRADHA INFRAPROJECTS LIMITED

CIN : L45200MH1997PLC110971

Registered Office: Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8, Nagpur 440001, Maharashtra, India Email-id: investorinfo@shradhainfra.in, Phone No.: 0712-6617181, Website: www.shradhainfra.in

EXPLANATORY STATEMENT

[Pursuant to section 102(1) of the Companies Act, 2013]

ITEM NO. 1:

1. TO APPROVE SELL OR TRANSFER OR OTHERWISE DISPOSE-OFF COMPANY’S STAKE IN ACTIVE INFRASTRUCTURES PRIVATE LIMITED (THE WHOLLY OWNED SUBSIDIARY COMPANY).

The Company proposes to sell or transfer or otherwise dispose-off its shareholding in Active Infrastructures Private Limited, which is a wholly owned subsidiary Company of the Shradha Infraprojects Limited (“Company”). Active Infrastructures Private Limited, wholly owned subsidiary Company has made the strategic decision to embark on an initial public offering (IPO), marking a significant milestone in its growth trajectory. In view of the proposed Initial Public offering the Company (Shradha Infraprojects Limited) needs to reevaluate its investment in the wholly owned subsidiary as to comply with Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”) read with regulation 38 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) for the maintaining of the minimum Public Shareholding i.e. 25% in the Company. After careful deliberation, management has concluded that initiating the process of disinvestment from the subsidiary aligns with the best interests of the company and its stakeholders. Such disinvestment will amount to sale of substantial interest in undertaking by the Company, your Directors propose resolution under section 180(1) (a) of the Companies Act, 2013 and Regulation 24 and Regulation 37 (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force) for the approval of the shareholders.

Members of the Company are further requested to note that Section 180(1) (a) of the Companies Act, 2013 and Regulation 24 and Regulation 37 (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force) mandates that the Board of Directors of the company shall exercise the power to sell, lease or otherwise dispose-off the whole or substantially the whole of any undertaking(s) of the company, only with the approval of the members of the Company by way of a Special Resolution.

None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested in the Resolutions except to the extent of their shareholding if any in the Company.

The Board of Directors of the Company accordingly recommends the Special Resolution as set out at Item No 1 of the Notice for approval of the Members in the interest of the Company.

By Order of the Board of Directors, For SHRADHA INFRAPROJECTS LIMITED

Sd/Shrikant Huddar Company Secretary

Date: 23[rd] March, 2024 Place: Nagpur