Sigachi Industries Limited — Proxy Solicitation & Information Statement 2022

Dec 26, 2022

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED

CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY

www.sigachi.com

==> picture [83 x 87] intentionally omitted <==

----- Start of picture text -----

s
----- End of picture text -----

To,

Date: 23.12.2022

The Manager The Manager BSE Limited NSE Limited P.J. Towers, Dalal Street Exchange Plaza, Bandra Kurla Complex, Mumbai-400001 Bandra (E), Mumbai-400051 (BSE Scrip Code: 543389) (NSE Symbol: SIGACHI)

Dear Sir / Madam,

Sub: Notice of the 2[nd] Extra-Ordinary General Meeting for FY 2022-23, to be held on Monday, 23[rd] January 2023

Unit: Sigachi Industries Limited

Please find enclosed Notice of the 2[nd] Extra-Ordinary General Meeting of Sigachi Industries Limited for the financial year 2022-23 scheduled to be held on Monday, 23[rd] January 2023 at 11:00 AM at the registered office of the company situated at 229 / 1 & 90, Kalyan’s Tulsiram Chambers, Madinaguda, Hyderabad-500 049.

Please note that the cut-off date for e-voting is 16[th] January 2023.

This is for the record of the exchanges.

Thanking You.

Yours faithfully

For Sigachi Industries Limited

SHREYA

MITRA

Digitally signed by SHREYA MITRA Date: 2022.12.23 16:08:48 +05'30'

Shreya Mitra Company Secretary & Compliance Officer

Encl. as above

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 2[ND] EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF SIGACHI INDUSTRIES LIMITED FOR THE FINANCIAL YEAR 2022-2023 WILL BE HELD ON MONDAY, THE 23[rd ] DAY OF JANUARY 2023 AT 11:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 229/1 & 90, KALYAN'S TULSIRAM CHAMBERS, MADINAGUDA, HYDERABAD - 500049, TELANGANA TO TRANSACT THE FOLLOWING BUSINESSES:

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. MOHAN KRISHNA REDDY (DIN: 00093185) AS AN INDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws and the provisions of the Articles of Association of the Company and pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Mohan Krishna Reddy (DIN: 00093185), who was appointed as an Additional Director (Independent category) of the Company pursuant to Section 161 of the Act read with Regulation 17(1C) of the SEBI LODR Regulations to hold office up to the date of ensuing Annual General Meeting or three months from the date of his appointment, whichever is earlier and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the rules made thereunder, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 2 years effective from 27.10.2022 to 26.10.2024 (both dates inclusive).”

“RESOLVED FURTHER THAT the Board of Directors or the company secretary be and are hereby severally authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

2. APPOINTMENT OF MS. BINDU VINODHAN (DIN: 02882210) AS AN INDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws and the provisions of the Articles of Association of the Company and pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Ms. Bindu Vinodhan (DIN: 02882210), who was appointed as an Additional Director (Independent category) of the Company pursuant to Section 161 of the Act read with Regulation 17(1C) of the SEBI LODR Regulations to hold office up to the date of ensuing Annual General Meeting or three months from the date of her appointment, whichever is earlier and who has submitted a declaration that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the rules made thereunder, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 2 years effective from 27.10.2022 to 26.10.2024 (both dates inclusive).”

“RESOLVED FURTHER THAT the Board of Directors or the company secretary be and are hereby severally authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board Sigachi Industries Limited Sd/ Place: Hyderabad Shreya Mitra Date: 27.10.2022 Company Secretary and Compliance officer

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument of Proxy in order to be effective shall be deposited at the Registered Office of the Company by not less than 48 hours before the commencement of the Meeting.

Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty (50) members and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy, who shall not act as a proxy for any other person or shareholder. The appointment of proxy shall be in the Form No. MGT.11 annexed herewith.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and pursuant to Regulation 36 of SEBI LODR Regulations in respect of the Special Businesses to be transacted at the Extra Ordinary General Meeting as set out in the Notice is annexed hereto.

3. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants.

4. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with the Company for admission to the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID Numbers for identification.

5. Route Map as per the secretarial standards is annexed hereto.

6. Corporate Members are requested to send to the Company’s Registrar & Transfer Agent, a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Extra Ordinary General Meeting.

7. In case of joint holders attending the Meeting, only such joint holders who are higher in the order of names will be entitled to vote.

8. Members holding shares in electronic form may note that bank particulars registered against their respective registered accounts will be used by the Company for the payment of dividend, if any. The Company or its Registrar and Share Transfer Agent cannot act on any request received directly from the members holding shares in electronic form for any change of bank

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the members.

9. The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in Demat form are, therefore, requested to submit PAN details to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrar and Share Transfer Agent (M/s. Bigshare Services Private Limited.)

10. As a measure of austerity, copies of the Notice will not be distributed at the Extraordinary General Meeting. Members are therefore, requested to bring their copies of the Notice to the Meeting.

11. Members holding shares in the same name under different ledger folios are requested to apply for Consolidation of such folios and send the relevant share certificates to M/s. Bigshare Services Private Limited, Share Transfer Agents of the Company for their doing the needful.

12. Members are requested to send their queries at least 10 days before the date of meeting so that information can be made available at the meeting.

13. In respect of shares held in physical mode, all shareholders are requested to intimate changes, if any, in their registered address immediately to the registrar and share transfer agent of the Company and correspond with them directly regarding share transfer/ transmission /transposition, Demat / Remat, change of address, issue of duplicate shares certificates, ECS and nomination facility.

14. In terms of Section 72 of the Companies Act, 2013, a member of the Company may nominate a person on whom the shares held by him/her shall vest in the event of his/her death. Members desirous of availing this facility may submit nomination in prescribed Form-SH-13 to the Company/RTA in case shares are held in physical form, and to their respective depository participant, if held in electronic form.

15. Electronic copy of the Notice is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice is being sent in the permitted mode.

16. Members may also note that the Notice of the EGM will also be available on the Company’s website www.sigachi.com for their download. The physical copies of the aforesaid documents

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

will also be available at the Company’s Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor email id: cs@sigachi.com

Voting through Electronic Means (E-Voting Facility)

17. The voting period begins on 20.01.2023 at 9:00 A.M. and ends on 22.01.2023 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., on 16.01.2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

18. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

19. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

In case of Individual shareholders holding shares 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

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e- Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available 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.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

Years of Innovation & Excellence

==> picture [57 x 72] intentionally omitted <==

==> picture [74 x 53] intentionally omitted <==

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

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

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

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

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

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can contact
securities in Demat mode withCDSL	CDSL helpdesk by sending a request at
	helpdesk.evoting@cdslindia.com or contact at toll	free
	no. 1800 22 55 33
Individual Shareholders holding	Members facing any technical issue in login can contact
	NSDL helpdesk by sending a request	at

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [57 x 72] intentionally omitted <==

Years

of Innovation & Excellence

securities in Demat mode with NSDL evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 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 towww.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a first-time user follow the steps given below: For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 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 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 depositoryor 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 towww.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a first-time user follow the steps given below: For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 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 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 depositoryor company,
	For Physical shareholders and other than individual shareholders holding 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	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 depositoryor company,

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [57 x 72] intentionally omitted <==

s

of Innovation & Excellence

ORDate of Birth (DOB)	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 for the relevant on which you choose to vote.

• (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.

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

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

• (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 will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@sigachi.com (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• The company has appointed Ms. Aakanksha, Practicing Company Secretary, as scrutinizer of the company to scrutinize the voting process. The Scrutinizer report shall be uploaded on the website of the Company and on the website of the Stock Exchanges within 24 hours from the conclusion of the Meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

2. 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.

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

If you have any queries or issues regarding 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 at toll free no. 1800 22 55 33.

Place: Hyderabad Date: 27.10.2022

By Order of the Board Sigachi Industries Limited Sd/ Shreya Mitra Company Secretary and Compliance officer

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [57 x 72] intentionally omitted <==

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND REGULATIONS OF SEBI (LODR), REGULATIONS, 2015

ITEM NO. 1 & 2: APPOINTMENT OF MR. MOHAN KRISHNA REDDY (DIN: 00093185) AND MS. BINDU VINODHAN (DIN: 02882210) AS INDEPENDENT DIRECTORS OF THE COMPANY:

Pursuant to Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the appointment of Additional director (Independent category) shall be regularized within three months from the date of the appointment or date of ensuing General Meeting, whichever is earlier. Accordingly, Mr. Mohan Krishna Reddy and Ms. Bindu Vinodhan who were appointed as Additional Directors of the Company on 27.10.2022 in terms of Section 161 (1) of the Companies Act, 2013 and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 in the category of ‘Non-Executive Independent Director’ are required to be regularised as Independent Directors of the company in the general meeting by way of a Special Resolution at the earliest but not later than three months from their date of appointment.

Accordingly, in order to ensure compliance with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and Sections 149, 150, 152 of the Companies Act, 2013 read with Rules made thereunder and Schedule IV of the Act, it is proposed that approval of the shareholders by way of a Special Resolution be accorded for the appointment of Mr. Mohan Krishna Reddy and Ms. Bindu Vinodhan as ‘Nonexecutive Independent Directors’ for a term of 2 consecutive years commencing from the date of their appointment as Additional Directors i.e. w.e.f. 27.10.2022 to 26.10.2024.

Accordingly, the Board of Directors recommends the passing of the above resolutions as Special Resolutions set out in the item no’s. 1 and 2 of the notice for appointment of Mr. Mohan Krishna Reddy and Ms. Bindu Vinodhan as independent directors of the Company.

Save and except Mr. Mohan Krishna Reddy and Ms. Bindu Vinodhan, Independent Directors, being the appointees, none of the other Directors/Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the resolutions.

By Order of the Board Sigachi Industries Limited Sd/ Place: Hyderabad Shreya Mitra Date: 27.10.2022 Company Secretary and Compliance officer

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY Years www.sigachi.com of Innovation & Excellence

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Mr. Mohan Krishna Reddy	Ms. Bindu Vinodhan
03.05.1956	03.02.1971
Mohan is a former Investment Banker (JM Financial and ANZ Grindlays) and a former CFO (Cyient and Applabs). He is the Founder CEO of Banyan Advisory, a Boutique M&A advisoryfirm based in Hyderabad.	Bindu Vinodhan is a trained executive coach and an HR professional with over two decades of experience in Learning and Development.
Finance, Investment Banking	HR, Learning & Development
He is an Independent Director in Ahlada Engineers Limited and has resigned as an Independent Director in Alphageo (India) Limited in the past three years.	None
Nil	Nil
Nil	Nil
Mr. Mohan Krishna Reddyis an expert in investment banking and finance which will help the company in strengthening its financial reporting systems and assist in forming robust financial strategies.	Ms. Bindu Vinodhanis an expert in Human Resources which will help the company in strengthening the HR policies, strategies and functions.
By Order of the Board Sigachi Industries Limited Sd/ Shreya Mitra Company Secretary and Compliance officer

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED

CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L24110TG1989PLC009497 Name of the company : Sigachi Industries Limited Registered office : 229/1 & 90, Kalyan's Tulsiram Chambers, Madinaguda, Hyderabad - 500049, Telangana

Name of the member(s): Registered Address: E-mail Id: Folio No./Client Id: DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name : …………………… Address :_ E-mail Id : Signature: ……………., or failing him

2. Name : …………………… Address: E-mail Id: Signature: ……………., or failing him

3. Name : ………………… Address: E-mail Id: Signature: …………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the Company, to be held on Monday, 23[rd] day of January 2023 at 11.00 a.m. at 229/1 & 90, Kalyan's Tulsiram Chambers, Madinaguda, Hyderabad - 500049,

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED

CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

Telangana and at any adjourned meeting thereof in respect of such resolutions as are indicated below:

Resolutions:

1. Appointment of Mr. Mohan Krishna Reddy (DIN: 00093185) as an Independent Director of the Company.

2. Appointment of Ms. Bindu Vinodhan (DIN: 02882210) as an Independent Director of the Company

Signed this …..… day of …..……… 2023

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497

AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

ATTENDANCE SLIP (Please present this slip at the Meeting venue)

I hereby record my presence for the Extraordinary General Meeting of the members to be held on Monday, 23[rd] day of January 2023 at 11.00 a.m. at registered office of the company at 229/1 & 90, Kalyan's Tulsiram Chambers, Madinaguda, Hyderabad - 500049, Telangana and at any adjourned meeting thereof.

Shareholders/Proxy's Signature__________

Shareholders/Proxy's full name_____

(In block letters) Folio No./ Client ID_______

No. of shares held___

Note:

Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall.

==> picture [57 x 72] intentionally omitted <==

SIGACHI INDUSTRIES LIMITED CIN: L24110TG1989PLC009497 AN EXCiPACT GMP, ISO 9001:2015 &FSSC 22000 CERTIFIED COMPANY www.sigachi.com

==> picture [74 x 53] intentionally omitted <==

Years of Innovation & Excellence

ROUTE MAP FOR EXTRAORDINARY GENERAL MEETING VENUE

==> picture [468 x 264] intentionally omitted <==