Subros Ltd. — Proxy Solicitation & Information Statement 2018

Oct 1, 2018

SL/BSE/NSE/18

$1^st$ October, 2018

The Manager,	Dy. General Manager,
Listing Department,	Department of Corporate Services,
National Stock Exchange of India Ltd.,	BSE LIMITED,
'Exchange Plaza' C-1, Block G,	First Floor, P.J. Towers,
Bandra-Kurla Complex, Bandra (E),	Dalal Street, Fort,
Mumbai-400 051.	Mumbai - 400001.
cmlist@nse.co.in	Corp.compliance@bseindia.com
Security ID: SUBROS	Security ID: SUBROS

Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015 Notice of Extraordinary General Meeting sent to the Shareholders.

Dear Sir.

We enclose herewith the Notice convening an Extraordinary General Meeting of the Company to be held on Friday, 26^th October, 2018 at 10.30 a.m at Lakshmipat Singhania Auditorium, 4/2, PHD House, Siri Institutional Area, August Kranti Marg, New Delhi -110016, to transact the special business as contained in the said Notice.

We request you to kindly take the same on record.

Thanking you,

Yours faithfully, SUBROS LIMITED

Rakesh Arora Company Secretary

Encl.: As above

Corporate & Registered Office: LGF, World Trade Centre, Barakhamba Lane, New Delhi 110001 (India). Tel: 23414946-49 | Fax: 01123414945

CIN: L74899DL1985PLC020134

Regd. Office : LGF, World Trade Centre, Barakhamba Lane, New Delhi-110 001

Phone: 011-23414946-49, Fax: 011-23414945 Website: www.subros.com Email: rakesh.arora@subros.com

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that the Extraordinary General Meeting ("EGM") of the Members of SUBROS LIMITED will be held on Friday, the 26' October, 2018 at 10.30 a.m. at Lakshmipat Singhania Auditorium, 4/2 PHD House, Siri Institutional Area, August Kranti Marg, New Delhi -110016 to transact the following business:

SPECIAL BUSINESS:

ITEM NO. 1: ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

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

"RESOLVED THAT pursuant to the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the applicable rules and regulations thereunder (the "Act"), and the enabling provisions of the Memorandum and Articles of Association of the Company and, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI ICDR Regulations"), the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR
Regulations"), as amended, the provisions of the Foreign Exchange Management Act, 1999, as amended, and the rules and regulations framed thereunder as in force and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India, the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of
India, the Ministry of Corporate Affairs and the Stock Exchanges where the shares of the Company are listed ("Stock Exchanges") and subject to necessary approvals, permissions, sanctions and consents as may be required from any other relevant governmental authorities, approvals under all other statutes, rules, regulations, guidelines, notifications,
circulars and clarifications as may be applicable and subject to requisite
and contravels contributions as may be applicable and subject to requisite approvals, permissions, sanctions and consents as may be necessary and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case may be) by any other regulatory authorities which may be accepted/ agreed to by the Board of Directors of the Company (hereinafter referred to as "Board" which term shall be deemed to include any duly constituted / to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution), the consent of the Members of the Company be and is hereby accorded to the Board of Directors to offer, issue and allot in one or more tranches, on preferential basis, 52,47,150 (Fifty two lakhs forty seven thousand one hundred and fifty) equity shares of face value of Rs. 2/- (Rupees Two) each fully paid-up for cash at an issue price of Rs. 400/- (including
premium of Rs. 398/-) per equity share aggregating to Rs. 20988.60 lakhs premium of two Hundred Nine Crores Eighty Eight Lakhs Sixty Thousand
(Rupees Two Hundred Nine Crores Eighty Eight Lakhs Sixty Thousand
(Only) ("Equity Shares") to DENSO CORPORATION, JAPAN
("DENSO"), the entity belonging to Rs. 400/- per share and is being made at a price higher than the price determined in accordance with the provisions of Chapter VII of SEBI ICDR Regulations as on the Relevant Date.

RESOLVED FURTHER THAT in accordance with the provisions of Chapter VII and regulation 71 of the SEBI ICDR Regulations, the Relevant Date for the determination of the minimum issue price of the Equity Shares on preferential basis is 26^th September, 2018 i.e. being the date which is 30 days prior to 26^th September, 2018 i.e. the date of passing of Special Resolution to approve the proposed preferential issue in terms of Section 62(1)(c) of the Act.

RESOLVED FURTHER THAT aforesaid issue of Equity Shares shall be subject to the following terms and conditions:

• DENSO shall be required to bring in 100% of the consideration for $(1)$ the Equity Shares to be allotted to DENSO, on or before the date of allotment thereof:

• $(ii)$ The consideration for allotment of Equity Shares shall be paid to the Company from the bank account of the DENSO;

• The Equity Shares to be allotted to DENSO shall be subject to $(iii)$ lock-in for a period of one (1) year from the date of trading approval or period as may be specified under Chapter VII of the SEBI ICDR Regulations;

• $(iv)$ Pursuant to SEBI ICDR Regulations, the Equity Shares shall be allotted within a period of 15 (Fifteen) days from the date of passing of this Special Resolution provided where the allotment of the Equity Shares is pending on account of pendency of any approval of such allotment by any regulatory authority or central government, the allotment shall be completed within a period of 15 (Fifteen) days from the date of such approval or permission;
• The Equity Shares so offered, issued and allotted will be listed on $(v)$ Stock Exchanges (NSE and BSE) where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be; and
• Allotment of Equity Shares shall only be made in dematerialized $(vi)$ form.

RESOLVED FURTHER THAT the Equity Shares proposed to be allotted pursuant to this Special Resolution shall rank pari passu in all respects including as to dividend, with the existing fully paid up Equity Shares of face value of Rs. 2/- (Rupees Two) each of the Company.

RESOLVED FURTHER THAT subject to the SEBI ICDR Regulations and other applicable laws, the Board of Directors be and is hereby authorized to decide and approve the terms and conditions of the issue of above mentioned Equity Shares and to vary, modify or alter any of the terms and conditions, as it may deem expedient, without being required to seek any further consent or approval of the Members of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution and for the purpose of issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges, the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient including without limitation signing and circulating private placement offer letter and letter of allotment, making an application to Stock Exchanges for obtaining in-principle approval for listing of shares, preparing, signing, executing, and filing applications with the appropriate authorities for obtaining requisite approvals for the issuance of the Equity Shares, filing of requisite documents with the Registrar of Companies and Stock Exchanges, resolving and settling any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Equity Shares, utilization of issue proceeds, signing of transaction documents and all deeds and documents as may be required, and to further authorise all such persons as may be necessary, in connection therewith and incidental thereto as the Board of Directors in its absolute discretion deem fit, without being required to seek any further consent or approval of the Members of the Company."

By Order of the Board sd/-Rakesh Arora Company Secretary M. No. ACS 8193

IMPORTANT NOTES:

Dated: September 27, 2018

Place : New Delhi

• A statement pursuant to Section 102 of the Companies Act, 2013, 1. which sets out details relating to Special Business at the extraordinary general meeting ("EGM") is annexed hereto.

• A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
  MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
  AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE
  PROXY NEED NOT BE A MEMBER OF THE COMPANY, THE $2.$ INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE
  SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED, NOT
  LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as proxy on behalf of not exceeding fifty Members and holding in aggregate not more than
  ten percent of the total share capital of the Company.

• The voting rtghts ol Members shall be in proportion to their shares at the paid~up eouity share capital ot the Company as on lheoit-oh dateolOcloberzo. 2018.

• Members holding shares in physical term are requested to register their bank particulars or changing bank panicuters already registered against their respective lollos lor payment at dividend and are requested to intorm the Company I Share Transter Agent,
• Eleclmnil: copy of the Notice or the EGM or the Company, inter alia. indicating the process and manner at e-vnting along with Attendance Slip and Proxy Form is being sent to all the Member s whose email iDs ^a reregistered withth eCompany/ Depository Panicipahtsis). For Members who have not registered their email address. physical copies or the Notice ol the EGM at the Company, inter al , dinating the process and mannerofe—vutlng along with Attendance Slip and Proxy Form is being sent in the permitted mode.
• Members may also note that the Notlce oi the EGM will also be available on the Company's website lordowntoad. The physical copies ol the alcresald documents wiu also be available at the Compenys Registered Office at New Delhi lor inspection during normal business hours on working days. Even alter registering tor eocmmunication. Members are entitled to receive such communication in physicat lorrn, upon making a request lor the same. by postlreeolcost.
• Voting through electronic means:

In Compllanca wilh the provisions at Section 105 at the Companies Act, 2013 read with Rule 20 ol the Companies (Management and Administration) Rules, 2014, as amended and the SEEI LODR Regulations, the Company is pleased to provide Members ^a lacility to exercise their right to vote at the EGM by electronic means and the business may be transacted through e-Voting Services. The laoiiiiy olcasling the votes by the Members using an electronic voting system from ^a place other than venue of the EGM ('remota a. voting") will be provided by National Securities Depository Limited ("NSDL').

• The lacility lor voting through ballot paper shall be made available at the EGM and the Members attending the maaong who have not cast their vote by remote e-voting shalt be able to exercise their right at the meeting through ballot paper
• The Members who have cast their vote by remote e-voting prior to the ECM may also attend the EGM but shall not be entitled to cast their vote again.
• The remote e—votlng period commences on October 23. 2018 (9:00 am) and ends on October 25, 201a (5:00 pm). During this period Members ol the Company. holding shares either in physical term or in dematerialized lcnn. as on the cut-oil date or October 20, 2015, may cast their vote by remote e-voting. The remote e—voting module shall be disabled by NSDL tor voting thereafleli Once the vote on a resolution is cast by the Member. the Member shall notba allowed to change it subsequently.

The procedure and instructions lcr Members fortunate e—voting are as under.

• I, in case ol Members receiving e—mail from NSDLtFor those Members whose email addresses are registered with Company/Depositories):
• (a) Open e—mail and open PDF hie viz.'SUBROS remote eVotingpdl' with your Client ID or Polio No. as password containing your user ID and password lor remote a—voflng. Please note that the password is an initial password.
• (h) Launch intemet browser by typing he loltowing URL:htt : .
• (C) Click on Shareholder Login.
• (d) Put user ID and password as initial password noted in step (iiabove. Click Login
• (e) Password change menu appears. Change the password with new password ol your choice with minimum ^a digits/characters or combination theraol. Note new password. it is strongly recommended not to share your password with any other person and take utmost care to keep yourpasswordccnndentiai,
• (l) Home page ol remote e—vuling opens. Click on remote evoting: Active Voting Cycles.

• Select"EVEN'ol"Subros Limlted'. (9

• (h) Now you are ready lor remote evoang as Cast Vote page opens.

• ii) Cast your vote by selecting appropn'ate option and click on 'Submtt'and also "Confilm' when prompted.
• ⁰') Upon Confirmation, the message Note cast successlully wilibedispieyod.
• (k) Once you have voted on the resolution. you Will not be allowed to modily yourvote.
• (I) institutional shareholders (Le. otherthan individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) ol the relevant Board Resolution! Authority letter etc. together with attested specimen signature at the duly authorized slghatoryiies) who are authorized to vote. to the Scrw'nizer W through e—mail toWm
• in case clMembars receiving Physical copy cl Notice olEGM (for Members whose email IDs are not registered with the Company/Depository Participants(s) orreouestlhg physical copy)
• at initial password is provided at the bottom olthaAtlendance stiplorihaEGM.
• b, Please loiiow all steps from St. No, (b) to st. No. (I) above to castvote.
• in case ol any queries, you may refer the Frequently Asked Questions (FAQs) lor Members and remote e-voting user manual lor Members available at the download section ol .n |. r '1 »
• it you are already registered with NSDL lor remote e.vottng then you can use your existing user in and password/PIN tor casting yourvots,
• You can also update yourmobiie number and email id in the user profile details of the lotio which may be used lor sending hriure communicationts).
• The voting rights oi Members shall be in proportion to their shares or the paid up eouity share capital ol the Company as on the cutclldate olOctoberzo, 2018.
• Any person. who acquires shares 0' the Company and becomes Member of the Company fitter dispatch of the Notice and holding Shares as ⁰¹ the cut-aft date La OctabeiZD, 2018, may obtaln the login lD and password by sending ^a request at gyotlnansd Q In or RTA, MCS Share Transfer Agent Limited. However, it you are already registered with NSDL for remote I: votlng then you can use your axlsting user ID and password for casting your vote, ilyou lorgoi yourpassword, you can reset your password by using Forgot User Details / Password option avaliable onor wntaci NSDLat tDII fr" no.11800-222-990.
• Apersoo, whose name is rammed in the Register ol Members or in the Register of Beneficial Owners malnhlned by the depositorias as on the cutrofldatla enty shalt be entitled to evall the factllly oi remote e—voting as well as voting at the EGM through ballot paper.
• Shri Ravi Shanna. Practicing Company Secretary Membership No. PCS-4458 a CF No. 3666), Partner. MIs. RSM a Cc.. Company Secretaries has been appointed as the Scnrtinizartor providing iaciiity to the Members oltha Company to scrutinize the voting and remote a- voting process in ^a lair and transparent manner.
• The Chairman shall. at the EGM, atlhe and of dlwusslon on the resolutions on which voting is to be held, allow voting with the assistance or Scrutinizar, by use ol 'Eaflot Paper lor all those Members who are present at the EGM but have not cast their votes by availing the remote e-voting laciiity.

• The Scrutintzer shall alter the conclusion or voting at the EGM, will lirst count the votes cast at the meeting and thereaiter unblock the votes cast through remote e-vcting in the presence ot at least two witnesses not in the empioymentolthe Companyand shall make, not later than three days oi the conclusion ol the EGM. a consolidated scrutinizers report olthe total votes cast in lavour or against, it any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result or the voting lorthwith. The results declared along with the report ol the scrutinizer shall be placed on the website or the Company www.subros.oom and on the website olNSDL alterihe declaration ol result by the Chairman or a person authorized by him in writing and communicated to the stock exchangers).

• a. All documents reierred to in the accompanying Notiee and the Statement shall be open ior inspection at the Registered Offioe ol the Company during oihce hours (11.00 am to 5.00 pm.) on all working day: except Saturdays, up to and including the date oi theEGM otthe Company.

• 1. In terms ⁰¹ Section 72 at the Companies Act. 2013. the Members or the Company may nominate a person on whom the shares held by himlthern shall vest in the event OI hisltheir death. Members desirous or availing this iaClIliy may submit namlnatlon in iorm SH-lB.
• to. For security reasons, orlei cases, transistors, bag, boxes, cameras. eataolos elo., will not oe allowed to he taken inside the meeting hall.
• 1. A route map showing directions to reach the Venue of the EGM is given along with this Netiee.

STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANTTO SECTION 102 OF THE COMPANIEs ACT, 2013

mum

Tile Board oi Directors on September 27, 2015, subject to necessary approvalis), has approved the proposal ior raising iunds py way oi issue oi Equity Shares on Prstarential deals to DENSD CORPORATION. JAPAN I'DENSO'). The salient ieatores oi the preterentiai issue are as iollorws:

• (i) The Company is ^a menuiacturer of automotive air-mnditlnning systems and has manuiacturing plants in Noida. Manesar, Sanend. Pune and Channel. The key benefits oi the proposed issue oi Equity Shares. inter alia. is that the Company and DENSO will deepen the technical collaooraiion in order to contrioute to the Customers competitiveness strengthening in the rapidiy growing lndian market; gain access to the new technologies to comply with India's environmeniai regulations with reierenoe to luai saving technologies and other regulatory changes and DENSO's expenise to achieve glooal quality level in india thereby helping the Company to meet the expectations oi its customers.
• (ii) The Proposed Alloltee oi Equity Sheree has not sold any acuity shares oi the Company during the six months preceding the Relevantoate i.e. September26. 2015.
• (iii) Pursuant to provisions oi Section ⁴² and ⁶² ol the Act and Regulation 72 oi the SEBI ICDR Regulations. any preiereniial allotment or securities needs to be approved by the Shareholders by way oi ^a Special Resolution. Accordingly, the Company proposes lo issueand ellol 5147.150 (Fiitytwo Iakns iorly seven thousand one hundred tiny) equity shares oi lace value at Rs. 2/. (Rupees Two) each fully paid up at an issue price oi Rs. 400/- (inoluding premium oi Rs. 3981-) per equity share aggregating to Rs.20908.60 Lekhs (Rupees Two Hundred Nine Crates Eighty Eight Lakils Sixty Thousand Only), Ior which approval at Members at the Company by way of ^a Special Resolution is sought.

Further, the tnlormaiion in terms oi Regulation 73 at the SEBI ICDR Regulations.fnrthe Preferential Issue is as under:

a) The objects oithe preferential issue

• it is intended to deploy the net proceeds item the Preiarantial issue oithe above mentioned Equity snarestoriunding any one or more oi the toliowing: (I) working capital requirements: (ii) capital expenditure requirements, including ior iuture leohnotogies; (iii) general corporate purpose; (iv) reduction l repayment oi secured/unsecured debt.
• o) Th proposaioithe Promoters. Directors, Kay Management Personnel oi the Complny to subscribe to the otter; Except Mr. Vasuhiio lida, Nominee Director and DENSO Corporation, Japan to the extent oi its holding in the Company who will he suhscnoino to this Prelerantiet issue, no Promoters. Director or Key Management Personnel of the Company intend to aoplylsubscribeto any Equity snares underthis pilot
• c) The snanholdlng pattern oi the Company polar. and alter th- prelerentl-i Issue:

Shareholding bolero the preferential issue:

A	PROMOTERS HOLDING
1	Indian:
	Individual	7106240	12
	Bodies Corporate	16793760	28
	Sub Total	24000000	40
2	Foreign Promoters
	Sub Total (A)	24000000	40
a	NON-PROMOTE" Momma:
1	Institutional Investors	4353304	7
2	Nootnstitution:
	Private Corporate Bodies:	6631163	11
	Directors at Relatives	—	-
	Indian Public	8780743	15
	others (tureign coiiaoorators)	15600000	25
	Others (including NRIS)	623390	1
	sills Total (3)	35901000	00
	TOTAL	SWISS"!	1 00

eson 21-9-2018

Shareholding afterttle preferential issue:

A	PROMOTERS HOLDING
1	Indian:
	Individual	7206240	11
	Bodies Corporate	16793760	26
	Sub Total	24000000	37
2	Foreign Promoters	—	-
	Sub Total (A)	24000000	37
B	NON-Planners" Momma:
1	Institutional Investors	4353304	7
2	Non-institution.
	Private Corporate Bodies:	6631163	10
	Directors at Relatives	a	-
	Indian Public	8780743	13
	Others (loreign collaborator!)	20647150	32
	Others (including NRls)	623390	1
	Sub Total (3)	41235750	63
	TOTAL	65235750	100

"as on ²¹ .0-201 ⁰ and assuming no change exoept preieranlial issue.

d) The time within which the pniorontiai luue chali be completed

Theaiiotment oi Equity Shares shall be completed within a period oi is (iiiteon) days irom the data oi passing of the resolution by the Shareholders oi the Company provided that where the allotment oi Equity Shares Is pending on account at any approval from any rsgulsmry authority or the Central Government, the allotment shall be completed by the Company within ^a period oi l5 days irom thedate of such approval.

a) The identity oithe proposed allottm. the percentage olpost preferential Inna capital that be held by thorn and change ln control. it any. consequent to the purer-mist issue:

Nlml oi Propoud	Alton-e Pm lull.	'A holding Post tune as holding
DENSO CORPORATION	13%	20%

The identity oi natural persons who are uitimate beneficial owners oi eouity Shares proposed to be allotted and/oi who ultimately control is not spplinable. There will he not be any change in the management control oithe Company on account oithe proposed Preterentiai iesue. except ior change in shareholding pattern as well asvoting rights.

Undertaking:

in terms oi the seal lCDR Regulations. the Company hereby undenakeslhal:

• ta) it shall recompute the price oi the Equity Shares in terms oi the provisions oi the ICDR Regulations where it is required to do so.
• (b) iitheamountpayeble on account oi the reoomputaticn oi price is not paid within the time stipulated in the icon Regulations, thespecifiad Equhysmves shall continue to be locked-in till ttre time such amount is paid by the ProposedAilomee.

l) Disclosure:

Neither the Company's name nor any oi its promoters or directors name is appearing in the list oiwrliul deiauiters categorized by any bank orhnanciei institution oroonsortium thereoi

h) Audltor'lCortllllatl:

The oertiiicate irom Mls Price Waterhouse Chartered Accountants LLP. the Statutory Auditors oi the Company certiiying that the preterential issue is being made in accordance with requirements oiChapter Vii oi the ICDR Regulations shall be placed beiore the Shareholders oi the Company at the EGM and sheiiaiso be available forinsparm'on by the Shareholders.

van! Dalia:

The Relevant Date on ma basls ⁰¹ whlch Issue prlca oi the 58m Equity Shares has been computed is September 26, 2018 Le. 30 days prrorto October 26, 2015 Le. the date of passing oi special resolution by the Members oi the Company to approve the proposed Pralalanlial issue in accordance with the seat iCDR Regulations.

Prlclng ollhl Prelsmntlal "sun:

The price of the Equlty Shares to be allotted to tha allolteais) an pretereniiai basis shall be as. 400/— por equity share having a lace value at Rs. 2/- eaoh, and is being made at a price which is higher cfthe following as per the SEEI ICDR Regulations on the Relevant Dale:

• (2) The average oi the weekly high and law oi the volume weighted average price oi the related equity shares quoted on the recognized stock exchange during the twenty six weeks preceding the ReievantDate; or
• (DJ The average oi the weekly high and low oi the volume weighted average prioe oi the related equity shares quoted on the recognized stock exchange during the two weeks preoedingthe ReievantDate.

Since the equity shares oi the Company have been listed on the recognized stock exchange ior ^a period at ntore than twenty six weeks prior to the Relevant Date, the Company is not required to re—oomputo the price oiEquityShares.

Lock-in Plrlod:

k)

The Equity Shares to be allotted on a preterontiai basis to entities belonging to the non—promoter group shall be subject to 'lock-in' ior ^a period oi one i1) year item the date at trading approval ior such equity shares in accordance with Regulation 78(2) oi the seal ICDR Regulations. The entire pie-preferential allotment shareholding oi the Proposed Altottea shall be locked-in train the Relevant Data up to a period oieix (5) months horn the date oi trading approval. as per Regulation 78(6) oi the seal iCDR Regulations,

inspection oidooumanta

All resolutions passed in this regard are available ierinspectien by the Members oi the Company at the Registered ottice oi the Company during the oinoe hours between lizoii AM. and 5:00 PM. on any wortring day upto the data ofEGM.

M) Naturl choncum or intorclt:

None oi the Directors. Key Managanai Personnel and their relatives are in any way concerned or interested, financially or otherwise. in the passing oitheabove resolution asset out at Item No. ¹ oithe Notice except Mr. Vasunlm itda, Nominee Director oi Dense Corporationtothe extent othoiding in the Company.

The Board oi Directors recommends passing oi the resolution as set out at item No. i oithe notice iorapprovai oithe Members as ^a Special Resolution. The Members are. thereiore. requested to accord their irtnd approval authorizing the aoard of Directors to proceed tor the proposed Preierontiai issue as set out in the NSOlulion.

Place : New Delhi	By Order oi the Board
noted : September 27, 2018	mi.

Rakash Arora Company Secretary M. Na. A55 3193

Road. We LGF, World Trade Centre. Barekhamba Lane, New Delhir110 001 CIN : L14BBSDL1BISPLCOZD1 34 Phon all-2341494649, FIX ² 01143414945 Erna rakesh.arora@subros.com Wlbsltu www.5ubros,DDm

Subres SUBROS LIMITED

CIN : L74899DL1985FLC0201M

Regd. Office : LGF. World Trade Centre. Barakhamba Lane, New Delhi-110 001.

Ph. : 011-2341494549, Fax : 011-23414945.Wub1lte : www.5ubros.oom Email : rakesh.aror—a@subms.oom

PROXY FORM

IF'ursuant to Sedion 105(5) olthe Companies Act, 2013 and Rule "(3)010"? Companies (Management and Administration) Rules. 2014)

	Name of the Membens) :
	Registered address .
	Email Id :
	Folio No. / Client ID No. :	t DP ID No.
	l/We, being the Member(s) of		.Shares at above named company. hereby appoint:
	I/We, being the member(s) holding		shares at the above named Company. hereby appoint
(1)	Name:	Address:
	E-mail Id:	Signature	.orlailing him;
(2)	Name:	Address:
	E-mail id:	Signature	orlailing him;
(1)	Name:	Address:
	Email id:	Signature	orlailing him:

as my/our proxy to attend and vote (on ^a poll) for melus and on my/our behalf at Extraordinary General Meeting at the Company to be held at Lakshmipat Singhanie Auditorium. 4/2 F'HD House. Siri Institutional Area. August Kranti Marg. New Delhi -110016 on Friday 26" October, 2018 at ¹ D.30A.M. or any adjournment thereol.

Signed this .2018 .,dayol.
----------------------------------	--

Signature of Shareholder.

Signature of Proxy holder(s)...

"

Note: This proxy must be deposited at the Registered Office of the Company at LGF. World Trade Cenlm. Barakharnba Lane. Connaught Place. New Delhi-110 001 not less than lorry eight hours belore the time of the meeting.

siiBRos LIMITED

CIN : L7"990L1935PLC020134

Road. Office : LGF. World Trade Centre. Barekhamba Lane. New Delhi-110 001

ATTENDANCE SLIP

EXTRAORDINARY GENERAL MEETING ON 26'" October, 2013

Folio No. :

DPID N03:

Client ID':

No. of Shares :

^I certify that ^l am registered shareholder/Proxy lor the registered shareholder ol the Company. ^I hereby reoord my presence at Lakshmipat Singhania Auditorium. 4/2 PHD House, Siri Institutional Area, August Kranti Marg. New Delhi - 110016 on Friday 26m October. 2018 at ¹ 0.30A.M.

Name ofProxy holder:

Signature :

Note: Please fill in this attendance slip and hand it over at the Registration Counter. Members who hold sham ln Dematerialised form are requested to bring their Client ID and DP ID Numberlor easier identification of attendance at the Extraordinary General Meeting.

'Applicable IorMemDers holding shares in Dematen'alised form, F! to. for Route Map

ROUTE MAP OF EXTRAORDINARY GENERAL MEETING ON 2" Mb", ²⁰¹⁸