Sobhagya Mercantile Ltd. — Proxy Solicitation & Information Statement 2020

Sep 23, 2020

SOBHAYGYA MERCANTILE LIMITED

: CIN: L45100MH1983PLC031671

Registered Office - B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Contact Details :- Phone - 022-22882125 email - sobhagyamercantile9 @gmail.com website: www.sobhagyamercantile.com

To, Date: 23/09/2020

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

Subject: Intimation of the Notice of the 01STExtra Ordinary General Meeting (01/2020-21) of the Company to be held on Thursday, 15* Day of October, 2020under Regulation 29 (1) (a) of SEBI (LODR) Regulation, 2015.

Scrip Code: 512014 (SOBHAGYA MERCHANTILE LTD.)

Dear Sir/Madam,

With reference to the subject cited above, we enclosed herewith the Notice of the 015TExtra Ordinary General Meeting (01/2020-21) to be held on Thursday, 15» Day of October, 2020 at 04.00 PM. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").

This is for the information and records of the Exchange, please take it on record.

Thanking you.

Yours faithfully, FORSOBHAYGYA MERCANTILE LIMITED Sobhagya Mercantile

ShrikantBhangdiya Director Director (DIN-02628216)

SOBHAYGYA MERCANTILE LIMITED

CIN: L45100MH1983PLC031671

Registered Office - B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Contact Details :- Phone - 022-22882125 email - sobhagyamercantile9 @gmail.com website: www.sobhagyamercantile.com

NOTICE

Notice is hereby given that the0157Extra Ordinary General Meeting (01/2020-21) of members of M/s. Sobhaygya Mercantile Limited will be held on Thursday, the 15 day of October, 2020 at 04.00 P.M. through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"") to transact the following business:

SPECIAL BUSINESS:

1. Appointment of M/s Joshi & Shah, Chartered Accountants, Mumbai as Statutory Auditor of the Company.

To consider, and if thought fit, to pass, with or without modifications, the following resolution as a Ordinary Resolution:

"RESOLVED THATpursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and other Rules framed thereunder (including anystatutory modification(s) or re-enactment thereof, for the time being in force),, and pursuant to the provisions of regulation of LODR, and pursuant to the recommendation of the Board of Directors and Audit Committee, the consent of members be and is hereby accorded to appoint M/s. Joshi & Shah., Chartered Accountants, Mumbai, having Firm Registration No 144627W as Statutory Auditors of the Company, to hold office till the conclusion of the ensuingAnnual GeneralMeeting of the Company, at such remuneration and other terms,approved by the Board of Directors of the Company."

"RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to doall acts, deeds and things including filings and take steps as may be deemed necessary, properor expedient to give effect to this Resolution and matters incidental thereto."

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF, SOBHAYGYA MERCHANTIGRESMITED Sobhagya here

SHRIKANT MITESH BHANEASOA DIRECTOR (DIN : 02628216) Email Id:smb@themksgroup.com Contact No.: +917122460120

NOTES:

1.Considering the present Covid-19 pandemic, the Ministry of CorporateAffairs ("MCA") has vide its circulardated June 15, 2020 read togetherwith circulars dated April 8, 2020 andApril 13, 2020 (collectively referredto as "MCA Circulars") permittedconvening the Extra Ordinary General Meeting("EGM" / "Meeting") through VideoConferencing ("VC") or Other AudioVisual Means ("OAVM"), without thephysical presence of the members ata common venue. In accordance withthe MCA Circulars, provisions of theCompanies Act, 2013 ('the Act') and theSecurities and Exchange Board of India(Listing Obligations and DisclosureRequirements) Regulations, 2015("SEBI Listing Regulations"), the EGMof the Company is being held throughVC / OAVM. The deemed venue forthe EGM shall be the Registered Officeof the Company.National Securities Depository Limited (NSDL) will be providing facility for voting through remote e-voting, for participation in the EGM through VC / OAVM facility and e-voting during the EGM. The procedure for participating in the meeting through VC / OAVM is explained at- Instructions for members NSDL e-Voting System - For Remote e-voting and e-voting during EGM below and is also available on the website of the Company at www.sobhagyamercantile.com.

1. A member entitled to attendand vote at the meeting is entitled toappoint a proxy to attend and voteon a poll instead of himself and theproxy need not be a member of theCompany. Since this EGM is beingheld through VC / OAVM pursuantto the MCA Circulars, physicalattendance of members has beendispensed with. Accordingly, thefacility for appointment of proxies bythe members will not be availablefor the EGM and hence the ProxyForm and Attendance Slip are notannexed hereto.

2. Since the EGM will be held through VC/OAVM, the route map of the venue ofthe Meeting is not annexed hereto.

4, Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business in the Notice is annexed hereto and forms part of this Notice.

1. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company shall remain closed from Monday, October 12, 2020 to Thursday, October15, 2020 (both days inclusive),

2. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Registrar in case the shares are held by them in physical form.

3. Corporate Members (i.e other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative for the purpose of voting through remote e-voting, for participation in the EGM through VC/OAVM facility and evoting during the EGM. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address topdcsngp@gmail.com.with a copy marked to evoting@nsdl.co.in.

4. 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 of the Company will be entitled to vote at the EGM.

5. As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall use any of the electronic mode of payment facility approved by the Reserve Bank of India for the payment of dividend..Members holding shares in DEMAT mode are requested to submit their Bank details viz. Bank Account Number, Name of the Bank, Branch details, MICR Code, IFS Code to the Depository Participants with whom they are maintaining their DEMAT account and Members holding shares in physical mode are requested to submit the said bank details to the Company's Registrar & Share Transfer Agent.

6. Members are requested to immediately notify any change in their address and e-mail IDs to the Registrar & Share Transfer Agent of the Company at the following address:

M/s. Purva Sharegistry (I) Private Limited Address:9, Shiv Shakti Industrial Estate, ].R. Boricha Marg, Lower Parel (E), Mumbai, 400011 Phone Number: 23018261 / 23012518, Email-purvashr@mtnLnet.in

1. The Securities and Exchange Board of India issued a circular for submission of Aadhar number by every participant in securities market. Members holding shares in DEMAT form are, therefore, requested to submit Aadhar card details to the Depository Participants with whom they have DEMAT accounts. Members holding shares in physical form can submit their Aadhar card details to the Company/ Registrar and Share Transfer Agents (M/s. Purva Sharegistry (J Private Limited).

In accordance with, the General Circular No. 20/2020 dated 5 May 2020 issued by MCA and Circular No. SEBI/ HO/CFD/ CMD1/CIR/P/2020/79 dated 12 May 2020 issued by SEBI, owing to the difficulties involved in dispatching of physical copies, Notice of EGM is being sent in electronic mode to Members whose e-mail address is registered with the company or the Depository Participant(s). Members holding shares in physical mode and who have not updated their email addresses with the company are requested to update their email addresses by writing to the company at sobhagyamercantile9 @gmail.com or NSDL Email evoting@nsdl.co.in with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialized mode are requested to register or update their email addresses with the relevant Depository Participants. The Notice of EGM is available on the website of the company at www.sobhagyamercantile.comand on the websites of Stock Exchanges i.e. BSE Limited.

1. Members holding shares in the same name under different ledger folios are requested to apply forConsolidation of such folios and send the relevant share certificates to M/s. Purva Sharegistry (I) Private Limited, Share Transfer Agents of the Company for their doing to needful.

2. Members are requested to send their queries at least 7 days before the date of meeting so that information can be made available at the meeting.

3. The members may kindly note that no gifts or gift coupons or cash in lieu of gifts will be distributed at or in connection with the EOGM.

4. 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.

1. 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.

For any communication, the shareholders may also send requests to the Company's investor email id: sobhagyamercantile9@gmail.com

17. Voting through Electronic Means (E-Voting Facility)

• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the EGM venue is not required and extra-ordinary general meeting (EGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.
• Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.
• The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 150 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
• The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the

authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the EGM will be provided by NSDL.

• In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at 23"September,2020. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the EGM. Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) ie. www.evoting.nsdl.com.
• EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE ASUNDER:-

The remote e-voting period begins on October 12, 2020 at 10:00 A.M. and ends on October 14, 2020 at 05 :00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

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

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

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

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

• 1; Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. (NSDL or CDSL) or Physical
• 1. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:

a) For Members who hold shares in demat account with NSDL.	Character DP ID followed by 8 Digit 8 Client ID
	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**,
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.
	example Beneficiary if your For ID is EEE OK 12**eeee then your user ID is [D7 A A HR
Members holding For shares in c) Physical Form.	EVEN Number followed Folio by Number registered with the company
	For example if folio number is 001 EVEN 101456 and then user ID is is 101456001

• 1. Your password details are given below:
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
• @ If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  2. a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  3. b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) Ifyou are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

- Members can also use the OTP (One Time Password) based login for casting the d) votes on the e-Voting system of NSDL. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box. Now, you will have to click on "Login" button. After you click on the "Login" button, Home page of e-Voting will open. Details on Step 2 is given below: How to cast your vote electronically on NSDL e-Voting system? 1. on e-Voting. Then, click on Active Voting Cycles. in which you are holding shares and whose voting cycle is in active status. Select "EVEN" of company for which you wish to cast your vote. Now you are ready for e-Voting as the Voting page opens. "Confirm" when prompted. Upon confirmation, the message "Vote cast successfully" will be displayed. the confirmation page. vote.
		After successful login at Step 1, you will be able to see the Home page of e-Voting. Click
		After click on Active Voting Cycles, you will be able to see all the companies "EVEN"
		Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also
		You can also take the printout of the votes cast by you by clicking on the print option on
		Once you confirm your vote on the resolution, you will not be allowed to modify your

• After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• Select "EVEN" of company for which you wish to cast your vote.
• Now you are ready for e-Voting as the Voting page opens.
• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• Upon confirmation, the message "Vote cast successfully" will be displayed.
• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

1 General Guidelines for shareholders Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail topdesngp@gmail.com with a copy marked to evoting@nsdl.co.in.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to sobhagyamercantile9@gmail.com In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to sobhagyamercantile9@gmail.com.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the EGMis same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be 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 in the EGM.
• Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
• The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

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

• 1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote evoting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e- Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. we
• 1. 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.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.
• 1. In case of any assistance before or during the EGM, members can contact on jagdish@themksgroup.com or call on numbers +91 99703536491/+91-7507126786.

• The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the directors are interested under Section 189 of the Companies Act, 2013, will be availableelectronically for inspection at the EOGM.

• Pursuant to SEBI Circular SEBI/HO/MIRSD/DOPI/CIR/P/2018/73 dated 20th April, 2018, shareholders holding shares in physical form whose folio do not have I have incomplete details with respect to PAN and bank particulars are mandatorily required to furnish the PAN and bank account details to the Company I Registrar & Transfer Agent (RTA) for registration under their folio. Further, as per the said circular all the unclaimed/ unpaid dividends also will be paid via electronic bank transfers only. Hence, the shareholders are requested to update their PAN and bank details.

• As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, w.e.f. April 1, 2019 the transfer of securities of listed companies shall not be processed unless the securities are held in thedematerialized form (DEMAT) with a depository. Hence, the members of the company are requested to dematerialize their shareholding to avail the benefits of

Vv y y yj ' dematerialization. A note on procedure to be followed for dematerialization of physical shareholding and benefits out of it is uploaded on the company's websitewww.sobhagyamercantile.com.

1. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a 'Green Initiative in Corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held in dematerialized form with their respective Depository Participant and in respect of shares held in physical form with the Company's Registrar and Share Transfer Agent

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF, SOBHAYGYA MERCHANTILE: TED Sobhagya Mercanu e Li

7 7

y 7

SHRIKA\ TESHAPEANGDIYA Date: 23-09-2020 DIRECTOR Place: Nag Pus (DIN : 02628216) Email Id:smb@themksgroup.com Contact No.: +917122460120

SOBHAYGYA MERCANTILE LIMITED

CIN: L45100MH1983PLC031671

Registered Office - B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Contact Details :- Phone - 022-22882125 email - sobhagyamercantile9 @gmail.com

website: www.sobhagyamercantile.com

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

The following is the Explanatory Statement as required by Section 102 of the Companies Act, 2013, sets out all material facts relating to Special Business mentioned in the accompanying Notice for convening the Extra-Ordinary General Meeting of the members of the Company:

Item 1:

The shareholders in their 01stExtra Ordinary General Meeting of Financial Year 2020-21 had appointed M/s Joshi & Shah. Chartered Accountants, Mumbai as the Statutory Auditors of the Company to hold office upto the conclusion of ensuing Annual General Meeting. The Company was informed through a letter dated June20, 2020 that M/sBSVM&Associates , Chartered Accountants, Mumbai had resigned due to pre-occupation in other assignments and other unavoidable circumstances. The Company on being made aware of resignation of the Statutory Auditor called the meeting of the Board of Directors of the Company to fill the casual vacancy caused by Resignation of the existing statutory Auditor. The Board of Directors in their meeting held on 17th July, 2020, has discussed the appointment of new Statutory Auditor and had recommended the appointment of M/s Joshi & Shah.,Chartered Accountants, Mumbai (FRN: 144627W) as Statutory Auditors to the shareholders of the Company in this Extra Ordinary Annual General Meeting.

M/s Joshi & Shah.,Chartered Accountants, Mumbai (FRN: 144627W) have conveyed their consent to be appointed as the Statutory Auditors of the Company, from the date of this Extra Ordinary General Meeting until the conclusion of the ensuing Annual General Meeting, along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

None of the Directors, Key Managerial Persons or their relatives, are in any way, concerned or interested in the said resolution.

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF, SOBHAYGYA MERCHANTILE LIMITED Sobhagya Mercantiie Lieited BHANGDIVA DIRECTOR Irector (DIN : 02628216) Email Id:smb@themksgroup.com Contact No.: +917122460120