SONAM LIMITED — AGM Information 2023

Aug 28, 2023

Milankumar Digitally signed by Milankumar Sureshbhai Ganatra Sureshbhai DN: cn=Milankumar Sureshbhai Ganatra, o=Sonam Clock Limited, ou=Compliance, email=milansganatra@gmail.com, c=IN Ganatra Date: 2023.08.28 18:17:13 +05'30'

SONAM CLOCK LIMITED

Registered Office: Survey No. 337/p, Morbi Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi-363641 Email Id: info@sonamquartz.com CIN: L33302GJ2001PLC039689 Website: www.sonamquartz.com Contact No: +91 2822285017, Fax: +91 2822285987

NOTICE TO MEMBERS

Notice is hereby given that the 22[nd] Annual General Meeting of the Members of SONAM CLOCK LIMITED will be held on Friday, 22[nd] September, 2023 at 04:00 P.M. IST through video conferencing (“VC”) /Other Audio-Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS:

ITEM NO. 1 TO CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON;

To consider and if thought fit, to Pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

ITEM NO. 2 TO APPOINT MR. HARSHIL JAYESHBHAI SHAH (DIN: 07230243), DIRECTOR, WHO RETIRES BY ROTATION AS A DIRECTOR:

To consider and if thought fit, to Pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Harshil Jayeshbhai Shah (DIN: 07230243) who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.”

ITEM NO. 3: TO CONSIDER AND APPROVE RE-APPOINTMENT OF M/S. SVK & ASSOCIATES, CHARTERED ACCOUNTANTS, (FRN: 118564W), AHMEDABAD AS STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION :

To consider and if thought fit, to Pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and other applicable provisions, if any and pursuant to the recommendations of the Audit Committee and Board of Directors of the Company, M/s. SVK & Associates, Chartered Accountants, (FRN: 118564W), Ahmedabad be and are hereby appointed as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of this 22[nd] Annual General Meeting till the conclusion of the 27[th] Annual General Meeting on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.”

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

“RESOLVED FURTHER THAT a copy of the above resolution certified by any one of the Director be submitted to the concerned authorities and they be requested to act upon the same.”

SPECIAL BUSINESS:

ITEM NO: 4 APPROVAL OF REMUNERATION PAID TO MR. HARSHIL JAYESHBHAI SHAH:

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

“RESOLVED THAT pursuant to Sections 2(78), 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and rules made there under and pursuant Regulation 17 (ca) of SEBI (LODR) Regulations,2015 and subject to the provisions of Articles of Association of the Company, consent of members of the Company, be and is hereby accorded to approve remuneration of Mr. Harshil Jayeshbhai Shah (DIN: 07230243) maximum Rs. 10,00,000 (Rupees Ten Lakhs only) per month which includes all perquisites, however director can draw lower remuneration than maximum looking to adequacy of profit and fund if any required for expansion of the business operations and to alter and vary the terms and conditions in such manner as may be agreed be and between the Board and Mr. Harshil Jayeshbhai Shah (DIN: 07230243), subject to overall ceiling of remuneration stipulated in sections 2(78) and 197 read with Schedule V of the Act.”

“RESOLVED FURTHER THAT in the event of absence or inadequacy of profits of the company in any financial year, the aforesaid remuneration shall be paid as minimum remuneration to Mr. Harshil Jayeshbhai Shah (DIN: 07230243).”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the aforesaid terms as to remuneration within the ceiling limits as mentioned aforesaid.”

“RESOLVED FURTHER THAT subject to the limits contained in Section – 197 read with Schedule V of the Companies Act, 2013, Mr. Harshil Jayeshbhai Shah (DIN: 07230243), Director, be paid remuneration as remuneration terms recommended by the Board and also mentioned below

I. REMUNERATION:

Rs. 10,00,000 (Rupees Ten Lakhs only) per month subject to revision from time to time.

II . REMUNERATION IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS:

Where in any financial year, the Company has no profits or its profits are inadequate, the foregoing amount of remuneration which includes all incentives shall be paid subject to the maximum limits prescribed under Schedule V of the Companies Act, 2013.

“ RESOLVED FURTHER THAT the remuneration including all benefits, amenities and perquisites shall nevertheless be paid and allowed to Mr. Harshil Jayeshbhai Shah (DIN: 07230243), as minimum remuneration for any financial year in case of absence or inadequacy of profits for such year, subject to the provisions prescribed under Section 197 read with Schedule V to the Companies Act, 2013 and rules framed there under and any other applicable provisions of the Act or any statutory modification or re-enactment thereof.”

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

“RESOLVED FURTHER THAT a copy of the above resolution certified by any one of the Director be submitted to the concerned authorities and they be requested to act upon the same.”

ITEM NO: 5: CONFIRM APPOINTMENT OF MRS. ASHABEN VIPULKUMAR PATEL (DIN: 08118611) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mrs. Ashaben Vipulkumar Patel (DIN: 08118611), who was appointed as an Non-Executive Additional Director on July 14,2023 pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company be confirmed as an Non-Executive Independent Director, not liable to retire by rotation and to hold office for a term up to July 13, 2028.”

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

“RESOLVED FURTHER THAT a copy of the above resolution certified by any one of the Director be submitted to the concerned authorities and they be requested to act upon the same.”

ITEM NO: 6: TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS:

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

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter/continue to enter into Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/Agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with entities falling within the definition of ‘Related Party’ under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations (“Related Party Transactions”) on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related parties and the Company, for each of the financial years (FY) from FY 2023-24 to FY 2024-25 i.e. two financial years, the maximum value of the Related Party Transactions with such parties, in aggregate, does not exceed value as specified under each category for each financial year, provided that the said contract(s)/arrangement(s)/ transaction(s) shall be carried out in the ordinary course of business of the Company and in respect of transactions with related parties under Section 2(76) of the Act, are at arm’s length basis.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Company and any duly constituted/to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby

authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“ RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution.”

Date: 24.08.2023 Place: Lajai, Morbi

By Order of the Board of Directors, SONAM CLOCK LIMITED

Registered Office: Survey No. 337/p, Morbi Rajkot Highway, Lajai Sd/Tal. Tankara, Dist. Morbi-363641 Milankumar Sureshbhai Ganatra Company Secretary

NOTES:

1. Pursuant to General Circular No. 10/2022 dated December 28, 2022 in relation to “Clarification on holding AGM through VC/OAVM”, the Ministry of Corporate Affairs (‘MCA’) has allowed the companies whose AGMs were due to be held in / during the year 2023, to conduct their AGMs on or before September 30, 2023 through VC / OAVM without the physical presence of the members at a common venue. Further, on receiving various representations, the Securities and Exchange Board of India (‘SEBI’) also issued Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 providing relaxation from requirements under Regulation 36(1)(b) of Listing Regulations up to September 30, 2023 in respect to sending hard copies of Annual Reports to the shareholders.

The above MCA Circular & SEBI Circulars are to be read with the previously issued MCA General Circular Nos. 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 and Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 08, 2021, Circular No. 21/2021 dated December 14, 2021, Circular No. 03/2022 dated May 05, 2022, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. In compliance with the provisions of the Companies Act, 2013

(“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the 22[nd] AGM of the Company is being held through VC / OAVM.

1. Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the Annual General Meeting 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 AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. However, Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

2. The Members can join the AGM 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.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

4. 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, January 13, 2021, December 8, 2021 and December 14, 2021 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM . 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 AGM will be provided by NSDL.

5. In compliance to the aforementioned circulars, the Annual Report for the Financial Year 2022-2023 of the Company will be sent through electronic mode only (i.e. Email) to those Shareholders of the Company whose Email Id are registered with the RTA, i.e., Bigshare Services Private Limited. Notice of the AGM along with the Annual Report 2022-23 can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at https://www.nseindia.com/ or Website of company www.sonamquartz.com.

6. AGM 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 and MCA Circular No. 2/2021 dated January 13, 2021 and Circular No. 03/2022 dated May 05, 2022, Circular No. 10/2022 dated December 28, 2022.

1. The relevant details pursuant to regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed with the notice.

2. Institutional / Corporate Shareholders (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 to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to csdharapatel@gmail.com (Scrutinizer), cs@sonamquartz.com(Company) and with a copy marked to evoting@nsdl.co.in.

3. 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 Depository Participant in case the shares are held by them in electronic form.

4. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company’s website www.sonamquartz.com. Members are requested to submit the said details to their Depository Participant in case the shares are held by them in electronic form.

5. 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 AGM.

6. With a view to serving the Members better and for administrative convenience, an attempt would be made to consolidate multiple folios. Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.

7. Members desirous for any information or queries on accounts / financial statements or relating thereto are requested to send their queries at least seven days in advance to the Company at its registered office address or through email at cs@sonamquartz.com to enable the Company to collect the relevant information and answer them in the Meeting.

8. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form.

9. Pursuant to the provisions of Section 91 of the Companies Act, 2013 the Register of Members and Share Transfer Books of the Company will remain close from Saturday, 16[th] September, 2023 to Friday, 22[nd] September,2023 (both days inclusive) in connection with the Annual General Meeting for the financial year ended March 31, 2023.

10. The Company or its Registrars and Transfer Agents, BIGSHARE SERVICES PRIVATE LIMITED cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participants.

11. 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 the Depository Participants with whom they maintain their demat accounts.

12. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e- voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

13. Non-Resident Members: Non-Resident Indian Members are requested to inform Registrar and Transfer Agents, immediately of:

14. a. Change in their residential status on return to India for permanent settlement

15. b. Particulars of their bank account maintained in India with complete name, branch, account type, account number, IFSC Code, MICR No. and address of the bank, if not furnished earlier

16. The Company has fixed Friday, 15[th] September, 2023 , as the cut-off date/entitlement date for identifying the Shareholders for determining the eligibility to vote in the Meeting.

17. Ms. Dhara Patel, Company Secretary in Practice (M. No: 29198, COP No.:10979) has been appointed as a Scrutinizer to scrutinize the voting and process for the Annual General Meeting in a fair and transparent manner.

18. All documents referred to in the notice and other statutory registers shall be available for inspection by the Members at the registered office of the Company during office hours on all working days between 11.00 a.m. and 4.00 p.m. on all

days except Saturdays, Sundays and public holidays, from the date hereof up to the date of the Meeting and at the venue of the Meeting for the duration of the Meeting. Also, members can send an Email to cs@sonamquartz.com.

24. The Instructions for members for remote E-Voting are As under:-

• The remote e-voting period begins on Tuesday, 19[th] September,2023 at 09:00 A.M. and ends on Thursday, 21[st] September,2023 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 15[th] September,2023 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 15[th] September,2023.

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

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

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under ‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-

	Voting services and you will be able to see e-
	Voting page. Click on company name ore-
	Voting service provider i.e. NSDLand you will
	be re-directed to e-Voting website of NSDL for
	casting your vote during the remote e-Voting
	period or joining virtual meeting & voting
	during the meeting.
2.	If you are 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/IdeasDi
	rectReg.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 ore-Voting service provider i.e. NSDL
	and you will be redirected to e-Voting website
	of NSDL for casting your vote during the
	remote e-Voting period or joining virtual
	meeting & voting during the meeting.
4.	Shareholders/Members can also download
	NSDL Mobile App “NSDL Speede” facility by
	scanning the QR code mentioned below for
	seamless voting experience.

==> picture [200 x 116] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period 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.comand 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 onwww.cdslindia.comhome 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) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

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

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

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit 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 demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing

password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 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.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

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

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

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csdharapatel@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to 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 demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@sonamquartz.com. If you are an Individual shareholders holding securities in demat mode, you are requested to -

refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

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

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile -

number and email ID correctly in their demat account in order to access e Voting facility.

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

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM 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 AGM.

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

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

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

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member 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.

1. Members are encouraged to join the Meeting through Laptops for better experience.

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

3. 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.

4. 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 cs@sonamquartz.com. The same will be replied by the company suitably.

ANNEXURE TO THE NOTICE DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT/ APPOINTMENT AT THE 22[ND] ANNUAL GENERAL MEETING [PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015]

DETAILS OF MR. HARSHIL JAYESHBHAI SHAH

Name of Director	HARSHIL JAYESHBHAI SHAH
DIN	07230243
Date of Birth	29/11/1996
Age	26years
Address	Tower-G, Jasmine, Flat No.202, The Garden City,S.V. Road,Rajkot-350005
Contact Number	7359700055
Email id	hjs@sonamquartz.com
Date of first appointment on the Board	30/06/2020
Education	H.S.C.
Expertise in specific Functional Areas	Having 5 years’ experience in the field of Production and Design of various wall clocks
Directorships held in other companies	Director in HJS SECURITIES PRIVATE LIMITED
Listed Entities from which he has resigned as Director inpast 3years	---
Other Positions	---
Chairmanship / Membership of Committee (s) of Board of Director of the Company.	Sonam Clock Limited -Nomination and Remuneration Committee-Member -Corporate Social Responsibility Committee-Member
Membership of Committees in other unlisted Public Companies	---
Number of Board meeting attended during theyear 2022-23	11
Relationship with other Directors / Key Managerial Personnel	Relative (Son) of Mr. Jayesh Chhabildas Shah, Managing Director and Mrs. Deepa Jayeshbhai Shah, Wholetime Director
Remuneration last drawn (including sitting fees,if any)	Rs. 21,60,000
Shares held in the Company as at 31stMarch, 2023	200 Equity Shares

DETAILS OF MRS. ASHABEN VIPULKUMAR PATEL

Name of Director	ASHABEN VIPULKUMAR PATEL
DIN	08118611
Date of Birth	09/11/1972
Age	50 Years
Address	C-106, Greenvilla Appartment, Nr. Auda Garden, Ghatlodia, Ahmedabad-380061, Gujarat,India
Contact Number	9427529700
Email Id	1972ashapatel@gmail.com
Date of first appointment on the Board	14/07/2023
Education	Graduation
Expertise in specific Functional Areas	Having experience of more than 20 years in the field of accountingand finance.
Terms and Conditions of Appointment	As per the resolution set out in this Notice read with the Statement hereto.
Directorships held in other companies	Director in Enn Enn CorpLimited
Listed Entities from which she has resigned as Director inpast 3years	---
Other Positions	---
Chairmanship / Membership of Committee (s) of Board of Director of the Company.	---
Membership of Committees in other unlisted Public Companies	Member in Audit committee, CSR committee, Nomination and remuneration committee of Enn Enn CorpLimited
Remuneration proposed to be paid	She shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Companies Act,2013.
Number of Board meeting attended duringtheyear 2022-23	Appointed after closure of financial year
Relationship with other Directors / Key Managerial Personnel	Not related to any other Director / Key Managerial Personnel
Remuneration last drawn (including sittingfees,if any)	Appointed after closure of financial year
Shares held in the Company as at 31st March, 2023	NIL

EXPLANATORY STATEMENT PURSUANT TO PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH REGULATIONS 17 AND 36(5) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (INCLUDING ANY STATUTORY MODIFICATION(S) OR REENACTMENT THEREOF, FOR THE TIME BEING IN FORCE)

ITEM NO.:3

TO CONSIDER AND APPROVE RE-APPOINTMENT OF M/S. SVK & ASSOCIATES, CHARTERED ACCOUNTANTS, (FRN: 118564W), AHMEDABAD AS STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION .

At the Seventeen AGM held on August 13, 2018 the Members approved appointment of M/s. SVK & Associates, Chartered Accountants (Firm Registration No. 118564W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 22[nd] AGM.

The Board of Directors of the Company at their meeting held on August 24, 2023, based on the recommendation of the Audit Committee, have recommended to re- appoint of M/s. SVK & Associates, Chartered Accountants, (Firm Registration No. 118564W) as the Statutory Auditors of the Company by the Members at the 22[nd] AGM of the Company for a term of 5 (Five) consecutive years from the conclusion of 22[nd] AGM till the conclusion of 27[th] AGM of the Company, at an annual remuneration of 3.00 Lacs (Rupees Three Lacs) for financial year 2023-2024 besides reimbursement of travelling and out of pocket expenses incurred, if any. The remuneration for the subsequent year(s) of their term shall be determined based on the recommendation of the Audit Committee and as mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

After evaluating all proposals and considering various factors such as presence at various locations, firm experience, audit fees, relationship management etc. M/s. SVK & Associates., Chartered Accountants, (Firm Registration No. 118564W) has been recommended to be reappoint as the Statutory Auditors of the Company. M/s. SVK & Associates., (the “Firm”) is a firm of Chartered Accountants, registered with the Institute of Chartered Accountants (“ICAI”) of India with Firm Registration No. 118564W.

The Firm was established on 1999 and is a partnership firm. It has its office at C/701-702 Titanium Square Thaltej Cross Roads, S G Road, Ahmedabad - 380 059 (Gujarat-India). The Firm has a valid Peer Review certificate issued by the ICAI. It is primarily engaged in corporates audits, due- diligence, restated, direct & indirect tax compliances etc.

Pursuant to Section 139 of the Companies Act, 2013 and the rules framed thereunder, the Company has received written consent from M/s. SVK & Associates., Chartered Accountants, (Firm Registration No. 118564W) and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the

appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. SVK & Associates., Chartered Accountants, (Firm Registration No. 118564W) has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in this resolution.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval by the Members of the Company.

ITEM NO:4:

APPROVAL OF REMUNERATION PAID TO MR. HARSHIL JAYESHBHAI SHAH:

Mr. Harshil Jayeshbhai Shah was appointed as Non-executive director w. e. f. 30th June,2020. Keeping in view that Mr. Harshil Jayeshbhai Shah having more than 5 years’ experience in the field of Production and Design of various wall clocks and members already approved remuneration upto Rs. 10,00,000 (Rupees Ten Lakhs Only) per months of Mr. Harshil Jayeshbhai Shah in the AGM. As per Regulation 17(ca) of SEBI (LODR) Regulations,2015 the approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors. As in the company there are four non-executive directors and out of them three are non-executive independent directors to whom company is paying only sitting fees in the company. So the remuneration payable to Mr. Harshil Jayeshbhai Shah director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors and accordingly as per Regulation 17(ca) of SEBI (LODR) Regulations,2015 so the approval of shareholders by special resolution shall be obtained every year.

Mr. Harshil Jayeshbhai Shah and his relatives Mrs. Deepaben Jayeshbhai Shah, Mr. Jayesh Chhabildas Shah, Ms. Rutvi Jayeshbhai Shah are financially or otherwise, concerned or interested in the resolution being related party.

Save and except as above, none of the other Directors of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

STATEMENT PURSUANT TO CLAUSE (B) OF SECTION II OF PART-II OF SCHEDULE V OF THE COMPANIES ACT, 2013

i. GENERAL INFORMATION

1.	Nature of Industry	Wall Clock Industry	Wall Clock Industry	Wall Clock Industry
2.	Date or Expected Date of Commencement of Commercial Production	The Commercial production is already started.
3.	In case of New Companies, expected date of commencement of activities as per project approved by financial Institutions appearing in theprospectus.	Not Applicable
4.	Financial performance based on given indicators.	Particulars	2022-23 (Rs. In Lacs)	2021-22 (Rs. In Lacs)
		Total Income	8324.95	8793.25
		Profit Before Tax, Financial Cost and Depreciation	950.23	875.35
		Depreciation	214.13	228.20
		Finance Cost	247.86	228.44
		Profit Before Tax	488.24	418.72
		Tax	88.08	79.03
		Profit After Tax	400.16	339.68
		EquityCapital	2001.60	1000.80
		Earnings per share (Rs.)*	2	1.70
5.	Export performance based on given indicators.	Particulars	2022-23 (Rs. In Lacs)	2021-22 (Rs. In Lacs)
		Foreign Exchange Earning	1,933.87	2,212.74
		Foreign Exchange Outgo	--	--
6.	Foreign Investments or Collaborators,if any.	The Company did not have any foreign Investments or collaborations.

* Pursuant to approval being accorded by the Shareholders in 21[st] AGM held on 06[th] July,2022; the Company issued 1,00,08,000 Equity Shares as fully paid-up Bonus Shares in the ratio of 1:1 by capitalization of Surplus in Profit & Loss, with record date being 16th July, 2022 and the allotment done on 18th July, 2022.Accordingly, the Earning Per Share

(EPS) has been adjusted for previous periods and presented in accordance with Ind AS 33, Earning Per Share .

ii. INFORMATION ABOUT THE APPOINTEE:

1. Background Details:

Mr. Harshil Jayeshbhai Shah has completed his higher secondary education. He has invested his efforts, dedication, Knowledge, and experience in the clock industry. He is one of the member promoter group of the company. He has 5 years’ experience in the clock industry. He is a visionary entrepreneur who is well versed with industry.

2. Recognition or awards:

Mr. Harshil Jayeshbhai Shah is well recognized for his visionary and entrepreneur skill in managing business activities and has been efficiently managing overall affairs of the Company.

3. Job Profile and his suitability:

In the capacity of Director of the Company Mr. Harshil Jayeshbhai Shah shall be responsible for handling production department and providing overall handling of affairs of the Company’s as well as operations or such other roles and responsibilities as may be assigned to him by the Board from time to time.

4. Remuneration proposal:

Remuneration upto Rs. 10,00,000/- (Rupees Ten lakhs only) per month inclusive of all perks and facilities.

5. Comparative remuneration profile with respect to Industry, size of the company, profile of the position and person.

Since the Company is involved in variety of products, it would not be possible to compare the remuneration in similar type of Industry.

6. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.

• Mr. Harshil Jayeshbhai Shah along with his relatives holding more than 70% of the equity shares capital of the company. Accordingly, he may be deemed having pecuniary relation, directly and indirectly, with the company.

iii. OTHER INFORMATION:

1. Reasons of Loss or Inadequate Profits:

• Company is primarily engaged in clock industry for dealing in securities wherein margins remain stretched.

2. Step taken or proposed to be taken for improvement: Focus has been placed to increase more customers so as to increase the sales turnover of the Company and this will result into increase in the profit of the Company.

3. Expected increase in productivity and profit in measurable terms: Looking at the past performance and efforts being made during the year, the Company is expecting to achieve at least current growth.

ITEM NO.:5

CONFIRM APPOINTMENT OF MRS. ASHABEN VIPULKUMAR PATEL (DIN: 08118611) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) had approved the appointment of Mrs. Ashaben Vipulkumar Patel (DIN: 08118611), as a Non-Executive Additional Independent Director of the Company with effect from July 14, 2023.

Mrs. Ashaben Vipulkumar Patel (DIN: 08118611) is qualified to be appointed as a director in terms of Section 164 of the Companies Act,2013 and has given her consent to act as a director. The Company has also received declaration from Mrs. Ashaben Vipulkumar Patel that she meets the criteria of independence as prescribed both under Section 149(6) of the Companies Act,2013 and Listing Regulations.

In the opinion of the Board, Mrs. Ashaben Vipulkumar Patel (DIN: 08118611) fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations. Mrs. Ashaben Vipulkumar Patel (DIN: 08118611) is independent of the management and possesses appropriate skills, experience and knowledge. Considering the extensive knowledge and experience of Mrs. Ashaben Vipulkumar Patel in various sector, having experience of more than 20 years in the field of accounting and finance and as well as considering her educational background, confirm appointment of Mrs. Ashaben Vipulkumar Patel (DIN: 08118611) as a Non-Executive Independent Director is in the interest of the Company.

Details of Mrs. Ashaben Vipulkumar Patel (DIN: 08118611) are provided in the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India. She shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

Copy of the letter of appointment of Mrs. Ashaben Vipulkumar Patel (DIN: 08118611) setting out the terms and conditions of appointment shall be available for inspection by the members electronically. Members seeking to inspect the same can send an email to cs@sonamquartz.com.

Save and except Mrs. Ashaben Vipulkumar Patel (DIN: 08118611), None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in this resolution.

The Board of Directors recommends the Special Resolution set out at Item No.5 of the Notice for approval by the Members of the Company.

ITEM NO:6

TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS:

Under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Material related party transactions require shareholder’s approval by way of a Resolution. The said Regulation defines the term “material” as follows:

A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rupees 1000 Crore or ten percent of the annual turnover of the listed entity as per the last audited financial statements of the listed entity whichever is lower.

The Board at its meeting held on 24[th] August,2023 had accorded an approval for the material transactions with related parties in the ordinary course of business and at arm’s length for FY 2023-24 and FY 2024-25. Your company hereby proposes limits for following material related party transactions limits that to be enter into between company and related party for approval of members.

Name of the relatedparty	Sonam Tradelink LLP
Relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise);	Entities owned / significantly influenced by directors
Type of the proposed transaction	Purchase
Material terms and particulars of the proposed transaction	Goods are purchased at arm’s length price
Tenure of the proposed transaction (particular tenure shall be specified);	2 year
Value of theproposed transaction;	Upto 150 Lakhsperyear
Thepercentage of the listed entity’s annual	1.81% of the turnover of the company per

consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);	annum (F.Y. 2022-23)
If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments,  nature of indebtedness;  cost of funds; and  tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT.	NA
Justification as to why the RPT is in the interest of the listed entity;	The Company purchased the goods from related as well as unrelated entities in the ordinarycourse of business.
A copy of the valuation or other external party report, if any such report has been relied upon	Not applicable
Anyother information that maybe relevant	--

Name of the relatedparty	Sonam Tradelink LLP
Relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise);	Entities owned / significantly influenced by directors
Type of the proposed transaction	Sale of Goods Annual Discount on sales
Material terms and particulars of the proposed transaction	Goods are sold at arm’s length price
Tenure of the proposed transaction	2year

(particular tenure shall be specified); Value of the proposed transaction; Sales: Upto Rs. 500 Lakhs per year Annual Discount on sales: Upto Rs. 50 Lakhs per year The percentage of the listed entity’s annual Sales: 6.05 % of the turnover of the consolidated turnover, for the immediately company per annum (F.Y. 2022-23) preceding financial year, that is represented by the value of the proposed transaction Annual Discount on sales: 0.60 % of the (and for a RPT involving a subsidiary, such turnover of the company per annum (F.Y. percentage calculated on the basis of the 2022-23) subsidiary’s annual turnover on a standalone basis shall be additionally provided); If the transaction relates to any loans, interNA corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investments,  nature of indebtedness;  cost of funds; and  tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT. Justification as to why the RPT is in the The Company sold the goods and given interest of the listed entity; discount to related as well as unrelated entities in the ordinary course of business. A copy of the valuation or other external Not applicable party report, if any such report has been relied upon Any other information that may be relevant --

Name of the related party	Shree Ansuyaben Chhabildas Shah Charitable Trust
Relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise);	Entities owned / significantly influenced by directors
Type of the proposed transaction	Donation
Material terms and particulars of the proposed transaction	NA
Tenure of the proposed transaction (particular tenure shall be specified);	2 year
Value of theproposed transaction;	Upto 25 Lakhsperyear
The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);	0.30 % of the turnover of the company per annum (F.Y. 2022-23)
If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments,  nature of indebtedness;  cost of funds; and  tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT.	NA
Justification as to why the RPT is in the interest of the listed entity;	Mr. Jayeshbhai C. Shah, Managing Director is Chairperson and Mrs. Deepaben

	Jayeshbhai Shah, Whole time Directors being trustee of this trust, company donating certain amount as donation every year.
A copy of the valuation or other external party report, if any such report has been relied upon	Not applicable
Anyother information that maybe relevant	--

Name of the relatedparty	JAYESH CHHABILDAS SHAH
Relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise);	Managing Director and Promoter
Type of the proposed transaction	Loan taken and repayment
Material terms and particulars of the proposed transaction	NA
Tenure of the proposed transaction (particular tenure shall be specified);	2 year
Value of theproposed transaction;	Upto 1500 Lakhsperyear
The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);	18.15 % of the turnover of the company per annum (F.Y. 2022-23)
If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments,  nature of indebtedness;  cost of funds; and  tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule,whether secured or unsecured;if	The Company taken loan from Mr. Jayesh Chhabildas Shah for business purpose.

secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT.
Justification as to why the RPT is in the interest of the listed entity;	Mr. Jayeshbhai C. Shah is promoter and Managing director of the company.
A copy of the valuation or other external party report, if any such report has been relied upon	Not applicable
Anyother information that maybe relevant	--

Name of the relatedparty	DEEPA JAYESHBHAI SHAH
Relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise);	Whole time Director and Promoter
Type of the proposed transaction	Loan taken and repayment
Material terms and particulars of the proposed transaction	NA
Tenure of the proposed transaction (particular tenure shall be specified);	2 year
Value of theproposed transaction;	Upto 25 Lakhsperyear
The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);	0.30 % of the turnover of the company per annum (F.Y. 2022-23)
If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments,  nature of indebtedness;  cost of funds; and  tenure;	The Company taken loan from Mrs. Deepa Jayeshbhai Shah for business purpose.

iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT.
Justification as to why the RPT is in the interest of the listed entity;	Mrs. Deepa Jayeshbhai Shah is promoter and Wholetime director of the company.
A copy of the valuation or other external party report, if any such report has been relied upon	Not applicable
Anyother information that maybe relevant	--

Mr. Jayesh Chhabildas Shah, Mr. Harshil Jayeshbhai Shah, Mrs. Deepaben Jayeshbhai and Ms. Rutvi Jayeshbhai Shah are financially or otherwise, concerned or interested in the resolution being related party.

The Board of Directors recommends the Resolution set out at Item No. 6 of the Notice for approval by the Members of the Company.

Date: 24.08.2023 By Order of the Board of Directors, Place: Lajai, Morbi SONAM CLOCK LIMITED Registered Office: Survey No. 337/p, Morbi Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi -363641 Sd/Milankumar S. Ganatra Company Secretary