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Simplex Castings Ltd. Proxy Solicitation & Information Statement 2024

Feb 28, 2024

61924_rns_2024-02-28_c4beb57b-0b9d-4318-b98f-d33d3e68088c.pdf

Proxy Solicitation & Information Statement

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Sim lex Castin s Ltd. p g

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Corporate Office : 32, Shivnath Complex G.E.Road, Supela Bhilai – 490023 (C.G.) India Phone : +91-788-2290483/84/85 Fax : +91-788-2285664 E-Mail : [email protected] Website : www.simplexcastings.com CIN : L27320MH1980PLC067459

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28[th] February, 2024

To
The Secretary
Department of Corporate Services
Bombay Stock Exchange Limited
Floor 25, Phiroze Jeejeebhoy Tower,
Dalal Street Mumbai-400 001
Scrip Code-513472
To,
The Manager
Calcutta Stock Exchange
Address: 7, Lyons Range, Dalhousie,
Kolkata700001, West Bengal
Scrip Code: 29066

Dear Sir/Madam,

Subject: Notice of the Extra-Ordinary General Meeting of the Members scheduled to be held on Thursday , March 21, 2024

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please take note that the Extra Ordinary General Meeting of the Members of the Company is scheduled to be held on Thursday, March 21, 2024, at 02.00 PM (IST) through Video Conferencing ('VC') facility / Other Audio-Visual Means ('OAVM') The Notice of the Extra-Ordinary General Meeting is uploaded on the company’s website www.simplexcastings.com and enclosed herewith for the reference of members. Further, the electronic copy of the Notice of the Extra-Ordinary General Meeting has been dispatched / sent to the Members through email on February 28 , 2024, whose email were registered with the Company’s Registrar and Share Transfer Agent/ Depositories.

Further, please note the following:

Sl No Particulars Date
1. Cut-off Date / Record Date for determining voting
eligibility of shareholders in Extra Ordinary
General Meeting
Thursday, March 14, 2024
2. Remote E-voting Period Commence
on
Monday,
March 18, 2024, from 09.00
A.M.(IST)and end on

OFFICE ADDRESS PHONE FAX E-MAIL Regd. Office : 601/602 A, FAIRLINK CENTER, OFF ANDHERI LINK ROAD, ANDHERI (W), MUMBAI -53 022-40034768 [email protected] Kolkata : 119, PARK STREET, WHITE HOUSE 4[th ] FLOOR KOLKATA - 700016 (W.B.) INDIA 08961045611 033-22493251 [email protected] Bhilai (Plant) : 5, INDUSTRIAL ESTATE, BHILAI - 490026 (C.G.) INDIA 0788-4015273 0788-4034188 [email protected] Rajnandgaon (Plant) : 223/2,224INDUSTRIAL ESTATE, TEDESARA, RAJNANDGAON - 491441(C.G.) INDIA 9203901697 0788-2285664 [email protected]

Wednesday, March 20, 2024 at 05.00 P.M (IST).

We request you to kindly take the above on record and bring to the notice of all concerned.

Thanks & Regards

For, Simplex Castings Limited

SANGEETA Digitally signed by SANGEETA KETAN SHAH KETAN SHAH Date: 2024.02.28 13:40:20 +05'30' Sangeeta Ketan Shah

Managing Director

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Simplex Castings Limited

(CIN: L27320MH1980PLC067459)

Regd. Office: 601/602A, Fairlink Center Off, Andheri Road, Andheri (W), Mumbai-400053 E-mail: [email protected] ; Phone: 0788-2290484 Website:- www.simplexcastings.com

Notice is hereby given that the 01/2023-24 Extra Ordinary General Meeting (“EGM”) of the members of Simplex Castings Limited (CIN: L27320MH1980PLC067459) will be held on Thursday, 21[st] March, 2024 at 2.00 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without physical presence of the members at a common venue, to transact the businesses as set out in this notice. The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company situated at 601/602 A, Fairlink Centre, Off. Andheri Link Road, Andheri (West), Mumbai, Maharashtra, 400053, India, which shall be deemed venue of the EGM.

SPECIAL BUSINESS:

  1. To create, offer, issue and allot convertible warrants on preferential basis and in this regard, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions of the Companies Act, 2013 (“Act”), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactments thereof for the time being in force), the listing agreements entered into by the Company with BSE Ltd. on which the Equity Shares of the Company are listed and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (“SEBI”) and / or any other competent authorities, whether in India or abroad (hereinafter referred to as “Applicable Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committees constituted / to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) may in its absolute discretion accept, the consent and approval of the members of the Company (“Members”) be and is hereby accorded to the Board to create, issue, offer and allot, in one or more tranches, 3,06,560 ( Three Lacs Six Thousand Five Hundred Sixty) Convertible Warrants, carrying a right to subscribe one Equity Share of Rs. 10/- (Rupees Ten only) each of the Company, per Warrant, for cash at an issue price of Rs. 75/per Warrant (Rupees Four Hundred Eighty only) including premium of Rs. 65/- (Rupees Sixty Five only) per Warrant, aggregating to Rs. 2,29,92,000/- (Rupees Two Crore Twenty Nine Lacs Ninety Two Thousand only) to the promoters

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and promoter group entity as listed below, on a preferential basis (“Preferential Allotment”) on such terms and conditions as may be determined by the Board in accordance with the ICDR Regulations and other applicable laws:

Sr.
No.
Name of the proposed
allottees
Category
No. of Warrants Amount
(Rs.)
1.
Ketan Moolchand Shah
Promotor
3,06,560 Rs 2,29,92,000
Total 3,06,560 Rs 2,29,92,000

RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of the ICDR Regulations, the “Relevant Date” for the purpose of determining the floor price for the Preferential Allotment of the Warrants is 21[st] February , 2024 being the date 30 (thirty) days prior to the date of this Extra Ordinary General Meeting i.e. 21[st] March, 2024.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted upon conversion of said Warrants shall be subject to the following terms and conditions apart from other conditions as prescribed under applicable laws:

  • a) An amount equivalent to 25% of the consideration (Warrant price) shall be payable at the time of allotment of each Warrant and the balance 75% of the Warrant price shall be payable by the Warrant holders against each warrant at the time of allotment of Equity Shares pursuant to exercise of the options attached to Warrants to subscribe to the Equity Shares. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares.

  • b) The Equity Shares allotted pursuant to exercise of such Warrants shall be subject to lock-in for such period as may be specified under Regulation 167 of ICDR Regulations.

  • c) The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

  • d) Apart from the said right of adjustment mentioned in (c) above, the Warrants do not give any rights / entitlements to the Warrant holders as shareholder of the Company.

  • e) The Warrants shall be allotted in dematerialized form only within a period of 15 (fifteen) days from the date of passing of the special resolution by the members, provided that where the allotment of Warrants is subject to receipt of any approval or permission from any applicable Regulatory Authorities, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

  • f) The right to convert Warrants may be exercised by the Warrant holders, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the members, allot the corresponding number of Equity Shares in dematerialized form.

  • g) The Equity Shares to be allotted on conversion of the Warrants shall be fully paid up and shall rank paripassu with the then existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof; and shall be subject to the requirements of all applicable laws and provisions of the Memorandum and Articles of Association of the Company.

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  • h) In the event the Warrant holder does not exercise right to convert the Warrants into Equity Shares within 18 months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited by the Company.

  • i) The Equity Shares arising from the exercise of the Warrants will be listed on the Stock Exchanges, subject to the receipt of necessary regulatory permissions and approvals, as may be required.

  • j) The Warrants shall be issued in dematerialized form; and shall be under lock-in for a period of one year from the date of allotment.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolution discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions or doubts, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediates and advisors for the issue) and to authorize all such persons as may be necessary in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any further approval of the members and to settle all questions, difficulties or doubts that may arise with respect to the offer, issue and allotment of the Warrants and Equity Shares to be issued upon conversion and listing thereof with the Stock Exchanges, appropriation and utilization of proceeds of the issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to delegate any or all of the powers conferred upon it by this resolution to any Committee of directors, any director(s), and/or officer(s) of the Company.”

  1. To create, offer, issue and allot Equity Shares on preferential basis and in this regard, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions of the Companies Act, 2013 (“the Act”), read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, in accordance with provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), the listing agreements entered into by the Company with the BSE Ltd. on which the Equity Shares of the Company are listed and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (“SEBI’) and / or any other competent authorities, whether in India or abroad (hereinafter referred to as “Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include one or more Committees constituted / to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) may in its absolute discretion accept, the consent and approval of the members of the Company be

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and is hereby accorded to the Board to create, issue, offer and allot upto 7,60,521 Equity Shares of Rs. 10/- each of the Company at an issue price of Rs. 75/- (Rupees Seventy Five only) per Equity Share, including premium of Rs. 65/- (Rupees Sixty Five only) per Equity Share for cash aggregating to Rs. 5,70,39,075/- (Rupees Five Crore Seventy Lacs Thirty Nine Thousand Seventy Five only) to the persons in public category (non-promoter) as listed below, on preferential basis on such terms and conditions as may be determined by the Board in accordance with the ICDR Regulations and other applicable laws:

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Sr. Name of the proposed allottees Category No. of Amount
No. Shares (Rs.)
1. Areeza India Strategy Partners LLP Bodies Corporate /LLP 295000 22125000
2. Ten Eighty Investments Partnership Firm 122624 9196800
3. Chetan D. Bhayani HUF HUF 61312 4598400
4. Abhishek Singhvi Individual 25000 1875000
5. Ekta Agarwal Individual 50000 3750000
6. Kalpana Sudhir Bheda Individual 25000 1875000
7. Shardha Sukumaran Individual 181585 13618875
Total 760521 5,70,39,075
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RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of the ICDR Regulations, the relevant date for determining the floor price for the aforesaid preferential issue is 21[st] February, 2024 being the date 30 (thirty) days prior to the date of this Extra Ordinary General Meeting i.e. 21[st] March, 2024.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of Equity Shares shall be subject to the following terms and conditions apart from others as prescribed under applicable laws from time to time:

  • a) The Equity Shares to be issued and allotted pursuant to the preferential issue shall be listed and traded on the Stock Exchanges, subject to receipt of necessary regulatory permissions and approvals;

  • b) The Equity Shares to be issued and allotted shall be fully paid up and shall rank pari-passu with the then existing Equity Shares of the Company in all respects;

  • c) The Equity Shares to be allotted shall be subject to lock-in for such period as may be specified under Regulation 167 of the ICDR Regulations;

  • d) The full consideration shall be paid by the proposed allottees before allotment of the said Equity Shares;

  • e) The Equity Shares shall be allotted in dematerialized form only within a period of 15 (fifteen) days from the date of passing of the special resolution by the members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from any applicable Regulatory Authorities, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions or doubts, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediates and

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advisors for the issue) and to authorize all such persons as may be necessary in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any further approval of the members and to settle all questions, difficulties or doubts that may arise with respect to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges, appropriation and utilization of proceeds of the issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to delegate any or all of its powers conferred upon it by this resolution to any Committee of directors, any other director(s), and / or officer(s) of the Company.”

Place: Mumbai Date: 28[th] February, 2024

By Order of the Board of Directors of Simplex Castings Limited sd/Akanksha Kotwani Company Secretary and Compliance Officer Membership No.: A46306

Registered Office:

601/602 A, Fairlink Centre, Off. Andheri Link Road, Andheri (West), Mumbai, Maharashtra, 400053

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NOTES:

  1. The Ministry of Corporate Affairs, inter alia , vide its General Circular Nos. 14/2020 dated 8[th] April, 2020 and 17/2020 dated 13[th] April, 2020 and subsequent circulars issued in this regard, the latest being 09/2023 dated 25[th] September, 2023 (collectively referred to as “MCA Circulars”) has permitted holding of general meetings through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without physical presence of the members at a common venue. Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 (“Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the 01/2023-24 Extra Ordinary General Meeting (“EGM”) of the Company is being held through VC / OAVM.

  2. In accordance with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) read with Guidance / Clarification dated 15[th ] April, 2020 issued by the ICSI, the proceedings of the 01/2023-24 EGM shall be deemed to be conducted at the Registered Office of the Company situated at 601/602 A, Fairlink Centre, Off. Andheri Link Road, Andheri (West), Mumbai, Maharashtra, 400053.

  3. In compliance with the aforesaid MCA Circulars, the Notice of the 01/2023-24 EGM is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company / RTA / Depositories. Members may note that the said Notice will also be available on the website of the Company at www.simplexcastings.com , websites of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.com, website of the Central Depository Services (India) Limited (“CDSL”) (agency engaged by the Company for providing the e- voting facility) i.e. www.evotingindia.com.

  4. An explanatory statement pursuant to the provisions of Section 102 of the Act stating all material facts and reasons for the proposed resolution is annexed herewith and forms part of this Notice.

  5. Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since this EGM will be held pursuant to the said MCA Circulars through VC / OAVM, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this EGM; hence the Proxy Form and Attendance Slip are not annexed to this Notice. Body Corporates are entitled to appoint their Authorized Representatives to attend the EGM through VC / OAVM on their behalf and participate thereat and cast their votes through remote-voting / e-voting during the EGM. Such Body Corporates are requested to send a scanned copy (PDF / JPG format) of their Board Resolutions, passed pursuant to Section 113 of the Act. The said resolution shall be sent to the Scrutinizer by e-mail through their registered e-mail address at [email protected] with copy marked to the Company at [email protected] .

  6. The Company requests those members who have not yet registered their e-mail address, to register the same directly with their Depository Participants (DPs), in case shares are held in electronic form and to the Company, in case shares are held in physical form. Further, members holding shares in electronic form are requested to notify the changes in the above particulars, if any, directly to their DP.

  7. In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members / List of Beneficial Owners of the Company will be entitled to vote at the EGM.

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  1. Document referred to in the Notice of the EGM and explanatory statement will be available for inspection online by the members on request by sending an e-mail to [email protected] .

  2. Members can join the EGM through 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 a first-comefirst-served basis; however this limit does 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 principle.

  3. The attendance of the members attending the EGM through VC / OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act.

  4. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (“PAN”) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company’s RTA.

  5. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the ICSI, the Company is pleased to provide e-voting facility to its members to cast their vote electronically on the resolutions mentioned in the Notice dated 28[th] February, 2024 convening the EGM of the Company. The members may cast their votes using an electronic voting system from a place other than the venue of the meeting ('remote e-voting').

  6. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the EGM (“remote e-voting”) and for e-voting during the EGM will be provided by CDSL.

  7. A person, whose name is recorded in the Register of Members / List of Beneficial Owners maintained by the depositories as on the cut-off date only i.e. Thursday, 14[th] March, 2024 shall be entitled to avail the facility of “remote e-voting” or e-voting during the EGM.

  8. The e-voting / voting rights of the shareholders / beneficial owners shall be reckoned on the equity shares held by them as on the cut-off date i.e. Thursday, 14[th] March, 2024.

  9. The remote e-voting period shall commence on Monday, 18[th] March, 2024 (9:00 A.M.) and end on Wednesday, 20[th] March, 2024 (5:00 P.M.). During this period, members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Thursday, 14[th] March, 2024 may cast their votes electronically. The remote e-voting module shall be disabled by CDSL for voting after 5.00 P.M. on Wednesday, 20[th] March, 2024. Once the vote on a resolution is cast by a member, he / she / it shall not be allowed to change it subsequently. Those members, who are present in the EGM through VC / OAVM facility and have not

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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 during the EGM.

  1. Any person who becomes a member of the Company after dispatch of the Notice of the meeting and holding shares as on the cut-off date i.e. Thursday , 14[th] March, 2024 may obtain the User ID and password by sending a request at [email protected] or [email protected]. However, if the member is already registered with the CDSL for remote e-voting then he can use his exiting user ID and password for casting the vote through e-voting. If you forgot your password, you can reset your password by using “Forgot User Details / Password” option available on www.evotingindia.com.

  2. The Board of Directors of the Company has appointed CS Meena Naidu, Proprietor of M/s. Meena Naidu & Associates, Company Secretaries, Bhilai (ACS No.: 28193 / CP No.: 23853) as Scrutinizer to scrutinize the e- voting through remote e-voting process and e-voting during the EGM in a fair and transparent manner. The Scrutinizer shall within 2 working days of the conclusion of the EGM, prepare consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, and forthwith the same to the Chairman of the EGM or a person authorised by him in writing, who shall countersign the same and declare the results of the voting.

  3. The results declared along with the consolidated Scrutinizer's report shall be placed on the website of the Company viz www.simplexcastings.com and on the website of the CDSL viz. www.evotingindia.com immediately. The Company shall simultaneously forward the results to BSE Ltd., where the shares of the Company are listed.

  4. Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the meeting i.e. Thursday , 21[st] March, 2024.

PROCEDURE AND INSTRUCTION FOR CDSL E-VOTING SYSTEM - FOR REMOTE E-VOTING AND EVOTING DURING EGM:

  • (i) The remote voting period shall begin on Monday, 18[th] March, 2024 at 9.00 A.M. (IST) and end on Wednesday, 20[th] March, 2024 at 5.00 P.M. (IST) (both days inclusive). 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. Thursday , 14[th] March may cast their vote electronically. The remote e-voting module shall be disabled by the CDSL for voting thereafter.

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

  • (iii) Pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 issued under Regulation 44 of the Listing Regulations, 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.

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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 9[th] 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 e-mail Id in their demat accounts in order to access e-voting facility.

Pursuant to above said 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 shareholders Login Method
Individual Shareholders Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in user id and password. Option will be made available to reach e-Voting page without
Demat mode with CDSL 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.
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 and voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service
providers’ website directly.
If the user is not registered for Easi / Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
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
or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will
authenticate the user by sending OTP on registered Mobile and Email as recorded in
the Demat Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
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Individual Shareholders If you are already registered for NSDL IDeAS facility, please visit the e-Services website
holding securities in of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
demat mode with NSDL either on a Personal Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-Voting services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see e-
Voting page. Click on company name or e-Voting service provider name and you will be
re-directed to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting and voting during the meeting.
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
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 and voting during the meeting.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL / CDSL for e-Voting facility. After
demat mode) login Successful login, you will be able to see e-Voting option. Once you click on e-Voting
through their option, you will be redirected to NSDL / CDSL Depository site after successful
Depository Participants authentication, wherein you can see e-Voting feature. Click on company name or e-
Voting service provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual
meeting and voting during the meeting.
----- End of picture text -----

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

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

Login type Helpdesk details
Individual
Shareholders
holding
securities in Demat mode withCDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request [email protected] contact at 022-
23058738 and 22-23058542-23.

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Individual
Shareholders
holding
securities in Demat mode withNSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request [email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30.
  • (v) Login method for e-Voting and joining virtual meetings 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 to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat
PAN Enter your 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 by Company / 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

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that the 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 <“ SIMPLEX CASTINGS LIMITED ”> 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 and enter the details as prompted by the system.

(xvi) 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 [email protected].

  • 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 [email protected] 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

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vote, to the Scrutinizer and to the Company at the e-mail address viz; www.simplexcastings.com or [email protected] , if they have voted from individual tab and 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 AND E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting and e-voting on the day of the EGM is same as the instructions mentioned above for e-voting.

  2. The link for VC / OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote during the EGM.

  4. Shareholders are encouraged to join the meeting through Laptops / IPads for better experience.

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

  6. 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.

  7. Shareholders who would like to express their views / ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 2 days prior to the meeting mentioning their name, demat account number / folio number, e-mail id, mobile number at [email protected] . The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 2 days prior to the meeting mentioning their name, demat account number / folio number, e-mail id, mobile number at [email protected] . These queries will be replied to by the Company suitably by e-mail.

  8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.

  9. Only those shareholders, who are present in the EGM through VC / OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the EGM.

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

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PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL / 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 [email protected] .

  2. For Demat shareholders - Please update your email id and mobile no. with your respective Depository Participant (DP).

  3. For Individual Demat shareholders - Please update your email id and mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting and joining virtual meetings through Depository.

If you have any queries or issues regarding attending EGM and e-voting from the CDSL e-voting system, you can write an e-mail to [email protected] or contact at 022- 2305 8738 and 022-2305 8542 / 43

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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-2305 8542 / 43.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item Nos. 1 and 2:

To meet various capital requirements, the Board of Directors of the Company at its meeting held on 28[th] February, 2024 decided to mobilize funds up to Rs. 8,00,31,075 (Rupees Eight Crore Thirty One thousand Seventy Five only) by issue and allotment of following new securities on preferential basis:

==> picture [468 x 119] intentionally omitted <==

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

Sr. Nature of Securities No. of Issue price Amount
No. securities per security (Rs. )
(Rs.)
1. Convertible warrants carrying an option / 3,06,560 75/- Rs 2,29,92,000
entitlement to subscribe into equivalent number
of Equity Shares of Rs. 10/- each
2. Equity Shares of Rs. 10/- each 7,60,521 75/- Rs 5,70,39,075
Total Rs 8,00,31,075
----- End of picture text -----

The disclosures as required under Regulation 163 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, are given here-in-below:

1. Objects of the preferential issue:

The objects of raising the funds through proposed preferential issue of Warrants convertible into Equity Shares and Equity shares are as follows:

==> picture [428 x 106] intentionally omitted <==

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

Sl. No. Objects Amount (Rs. in Crore)
1. Repayment of loans 1.72
2. Long term working capital / investment in acquisitions / joint 3.28
ventures
3. Working capital 3.00
4. General Corporate purposes 0.00
Total 8.00
----- End of picture text -----

2. Maximum number of specified securities, kind of securities and price at which securities to be issued:

The Board of Directors of the Company in its meeting held on 28[th] February, 2024 decided to raise funds by issue of follows securities of the Company:

  • a) 3,06,560 Warrants carrying an option / entitlement to subscribe for equivalent number of Equity Shares of Rs. 10/- (Rupees Ten only) each of the Company on preferential basis at an issue price of Rs. 75/- (Rupees Seventy Five only) per Warrant (including premium of Rs. 65/- (Rupees Sixty Five only) per Warrant); and

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  • b) 7,60,521 Equity Shares of Rs. 10/- each at an issue price of Rs. 75/- (Rupees Seventy Five only) per Equity Share (including premium of Rs. 65/- (Rupees Sixty Five only) per Equity Share).

3. Intention of the promoters / directors or key managerial personnel of the Company to subscribe to the offer:

Following promoters, directors and key managerial personnel of the Company intend to subscribe under proposed preferential issue:

Sr.
No.
Name Category No. of Warrants
proposed to be
allotted
1. Ketan Moolchand Shah Promoter, Chairman & Whole Time
Director
3,06,560

4. Shareholding pattern of the Company before and after the preferential issue:

The Shareholding pattern of the Company before and after the proposed preferential issue is given in Annexure - 1 attached to this Notice.

5. Time frame within which the preferential issue shall be completed:

Subject to the receipt of subscription money, the allotment of securities shall be completed as follows:

  • a) The allotment of Equity Shares and Warrants shall be completed within a period of 15 days from the date of passing of the resolution by the members, provided that where the allotment is pending on account of pendency of any approval(s) from any regulatory authorities / bodies, the allotment shall be completed by the Company within a period of 15 days from the date of receipt of such last approval from the said regulatory authorities / bodies.

  • b) The issue and allotment of Equity Shares upon conversion of said Warrants shall be completed within a period of 18 months from the date of allotment of said Warrants.

6. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees:

Following is identity the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees:

==> picture [470 x 90] intentionally omitted <==

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

Sr. Name of proposed allottees Identity of the natural persons who are the ultimate
No. beneficial owners of the shares proposed to be
allotted and / or who ultimately control the
proposed allottees
1. Areeza India Strategy Partners LLP Rahul Menon
2. Ten Eighty Investments Nidhi Thakkar
----- End of picture text -----

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==> picture [470 x 91] intentionally omitted <==

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

3. Chetan.D. Bhayani HUF Chetan. D. Bhayani
4. Abhishek Singhvi NA
5. Ekta Agarwal NA
6. Kalpana Sudhir Bheda NA
7. Shardha Sukumaran NA
8. Ketan M Shah NA
----- End of picture text -----

7. Name of the proposed allottees and the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue:

The names of the proposed allottees and the percentage of post preferential issue capital that may be held by the allottees in the Company consequent to the preferential issue is given in Annexure - 2 attached to this Notice.

There will be no change in control of the Company consequent to the proposed preferential issue.

8. Undertakings by the Company:

The Company hereby undertakes that:

(a) the issue price shall be re-computed in terms of the provision of the ICDR Regulations, if required; and

  • (b) If the amount payable upon the re-computation is not paid within the stipulated time as mentioned in the ICDR Regulations, the specified securities shall continue to be locked-in till the time such amount is paid by the allottees.

9. Disclosure as specified in Schedule VI:

It is hereby confirmed that neither the Company nor its promoters or directors have been declared as wilful defaulter or a fraudulent borrower, hence disclosure as specified in Schedule VI is not applicable.

10. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter

The current and proposed status of the allottees post the preferential issue is given in Annexure - 2 attached to this Notice. There will be no change in status of the allottees post the preferential issue.

11. Basis on which the price has been arrived and relevant date with reference to which the price has been arrived:

The issue price of Rs. 75/- per Warrant and Equity Share is determined in accordance with the provisions of Regulation 164 of ICDR Regulations, taking relevant date as 21[st] February, 2024 being 30 days prior to the date on which the meeting of shareholders is to be held to consider the proposed preferential issue i.e. 21[st] March, 2024, which is more than the higher of the followings:

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  • (a) Rs. 68.56 per Equity Share - being the 90 trading days’ volume weighted average price of the Company’s shares quoted on the Stock Exchange preceding the Relevant Date; and

  • (b) Rs. 74.54 per Equity Share - being the 10 trading days’ volume weighted average prices of the Company’s shares quoted on the Stock Exchange preceding the Relevant Date;

The Articles of Association of the Company do not provide for any method for determining floor price for preferential issue.

12. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of registered valuer and Name and address of valuer who performed valuation:

The proposed allotment is to be made for cash consideration; hence, the justification for the allotment proposed to be made for consideration other than cash is not applicable.

Since, the Company is a listed company, report of registered valuer, as provided under second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014, for the proposed preferential issue is not required.

13. Amount which the Company intends to raise by way of such securities:

The Company intends to raise upto a maximum of Rs. 8.00 Crore by issue and allotment of the aforesaid securities.

14. The class or classes of persons to whom the allotment is proposed to be made:

The proposed issue of Warrants and Equity Shares on preferential basis is to be made to promoters / promoter group entity of the Company and persons in public category, details of which are given in Annexure - 2 attached to this Notice.

15. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the financial year 2023-24, no preferential allotment has been made to any person as of the date of this Notice.

16. Lock-in:

The securities to be issued as aforesaid shall be subject to “Lock-in” as per the provisions of Regulation 167 of the ICDR Regulations.

Pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013 read with Rules framed thereunder and ICDR Regulations, the proposed preferential issue requires approval of members of the Company by way of passing Special Resolution. The Board, therefore, recommends passing of the resolutions as set out at item nos. 1 and 2 of the Notice for approval of the members of the Company as Special Resolutions.

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Copy of certificate to be received from M/s. Meena Naidu & Associates, Company Secretaries, Thane certifying that the preferential issue of the Warrants and Equity Shares is being made in accordance with the requirements contained in ICDR Regulations shall be made available for inspection by the members on request by sending an e- mail to [email protected] and the said certificate shall also be hosted on the website of the Company and will be accessible at www.simplexcastings.com.

Except Mr. Ketan M Shah, Chairman & Whole Time Director, Mrs Sangeeta K Shah , Managing Director and Mr Sajal Ghosh, Whole Time Director of the Company and their relatives, none of the other directors, Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the proposed resolution as set out at item no. 1 of the Notice.

None of the directors, Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the proposed resolution as set out at item no. 2 of the Notice.

Place: Mumbai Date: 28[th] February, 2024

By Order of the Board of Directors of Simplex Castings Limited Sd/Akanksha Kotwani Company Secretary and Compliance Officer Membership No.: A46306

Registered Office:

601/602 A, Fairlink Centre, Off. Andheri Link Road, Andheri (West), Mumbai, Maharashtra, 400053

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Annexure - 1

Shareholding pattern of the Company before and after the proposed preferential issue

==> picture [497 x 297] intentionally omitted <==

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

Category of Shareholders Before issue After issue
No. of shares % No. of shares %
(A) Promoters' holding
(1) Indian:
(a) Individuals / HUF 31,72,552 51.74% 34,79,112 48.33%
(b) Bodies corporate 2,93,600 4.79% 2,93,600 4.08%
(2) Foreign 0 0.00% 0 -
Sub-total (A) 34,66,152 56.54% 37,72,712 52.41%
(B) Non-Promoters' holding
(1) Institutional Investors
(a) Domestic
(b) Foreign Portfolio Investors
(2) Non-Institutional:
(a) Private bodies corporate 3,00,302 4.90% 5,95,302 8.27%
(b) Directors & Relatives 0 0.00% 0 0.00%
(c) Indian Public 18,86,426 30.76% 21,68,011 30.12
(d) Others (including NRIs) 4,78,320 7.80% 6,62,256 9.20%
Sub-total (B) 2665048 43.46% 34,25,569 47.59%
Grand total (A+B) 6131200 100.0000 71,98,281 100.0000
----- End of picture text -----

Notes:

  1. The above Shareholding Pattern is contingent and is prepared assuming the full allotment of Equity Shares as mentioned in the resolutions in the Notice of the EGM. If any Equity Shares are not issued and allotted for any reason, the figures and percentage of holding will change correspondingly.

  2. The proposed preferential issue will not result in any change in the management control. Voting rights shall change according to the change in shareholding pattern mentioned above.

Page 20 of 21

Annexure - 2

Details of proposed allottees in the proposed preferential issue

==> picture [497 x 328] intentionally omitted <==

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

Category of Shareholders Category Before issue No. of After issue
Equity
Shares /
Warrants to
be issued
No. of % No. of %
shares shares
(A) Promoter / Promoter (Warrants)
group:
Ketan M Shah Promoter 23,54,455 38.40% 3,06,560 26,61,015 36.97%
considering full conversion of warrants to be issued.
(B) Public: (Equity
Shares)
Areeza India Strategy Bodies NIL NIL 295000 295000 4.10%
Partners LLP Corporate
Ten Eighty Investments Partnership NIL NIL 122624 122624 1.70%
Firm
Chetan.D. Bhayani HUF HUF NIL NIL 61312 61312 0.85%
Shardha Sukumaran Individual NIL NIL 181585 181585 2.52%
Abhishek Singhvi Individual NIL NIL 25000 25000 0.35%
Ekta Agarwal Individual NIL NIL 50000 50000 0.69%
Kalpana Sudhir Bheda Individual NIL NIL 25000 25000 0.35%
----- End of picture text -----*

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