Supra Trends Limited

Date: 20.08.2024

To The Secretary, Listing Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001, Maharashtra, India

Scrip Code: 511539

Dear Sir/Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligation & Disclosure Requirement Regulation) 2015.

With reference to captioned subject, please find enclosed herewith Postal Ballot Notice together with the Explanatory Statement sent to the members of the Company whose names appear on the Register of Members / List of Beneficial Owners as on Friday, August 16, 2024.

The e-voting period shall commence on Wednesday, August 21, 2024 at 9.00 a.m. and shall end on Thursday, September 19, 2024 at 5.00 p.m.

We request you to kindly take the above information on record.

For Supra Trends Limited

Mathamsetty Venkata Digitally signed by Mathamsetty Venkata Krishna Sunil Kumar Krishna Sunil Kumar Date: 2024.08.20 20:12:35 +05'30'

Mathamsetty Venkata Krishna Sunil Kumar Managing Director DIN: 03597178

Date: August 20,2024 Place: Hyderabad

112, A BLOCK, PARAGON VENKATADRI APTS, 3-4-812, BARKATPURA, HYDERABAD TG 500027 IN Email ID: [email protected] Website: www.supratrends.com CIN: L17121TG1987PLC007120

SUPRA TRENDS LIMITED

CIN: L17121TG1987PLC007120

Registered Office: 112, A Block, Paragon Venkatadri APTS, 3-4-812, Barkatpura, Hyderabad-500 027, Telangana, India. Email: [email protected], Website: www.supratrendsltd.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 read with Section 108 of the Companies Act, 2013, Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014, as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India)

Notice is hereby given to the members of Supra Trends Limited (the “Company” ) that pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act” ) read with the Companies (Management and Administration) Rules, 2014 including any statutory modification or re- enactment(s) thereof and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ), Secretarial Standard – 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, that the resolutions appended below are proposed to be passed by the members of the Company through postal ballot, only by means of remote electronic voting ( “remote e- voting” ).

The Ministry of Corporate Affairs, Government of India vide its General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 3/2022 dated May 5, 2022, No. 11/2022 dated December 28, 2022 and No. 9/2023 dated September 25, 2023 (the “MCA Circulars” ), has advised the companies to take all decisions of urgent nature requiring the approval of members, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/e-voting in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting, which requires physical presence of members at a common venue. Accordingly, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members and the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. Friday, 16[th] August, 2024.

In compliance with Regulation 44 of the SEBI Listing Regulations read with Section 108 and 110 of the Act and rules made thereunder and the MCA Circulars, the Company has extended the facility of remote e-voting for its members through Central Depository Service Limited (“CDSL”), to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. Members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. Friday, 16[th] August, 2024 will be considered for the purpose of remote e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. In the case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote. The remote e-voting period commences on Wednesday, 21st August, 2024, at 9:00 a.m. and ends on Thursday, 19[th] September, 2024 at 5:00 p.m. The remote e-voting module shall be disabled by CDSL for voting thereafter. The instructions for remote e-voting are appended to this Notice. This Notice is also available on the Company’s website at www.supratrendsltd.com, website of stock exchange (BSE Limited) at www.bseindia.com and website of website of CDSL i.e. www.evotingindia.com.

An explanatory statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and the reasons/ rationale thereof, is appended and forms part of this Notice.

The Board of Directors on Wednesday, 14[th] August, 2024, has appointed Mrs. N. Vanitha (CP No. 10573), Practicing Company Secretary, as scrutinizer (the “Scrutinizer” ) to conduct the postal ballot e-voting process in a fair and transparent manner.

The results of the remote e-voting conducted by postal ballot process along with the Scrutinizer’s Report will be made available on the website of the Company at www.supratrendsltd.com and website of NSDL at www.evotingindia.com and shall also be intimated to the stock exchange, where the shares of the Company are listed. The resolutions, if passed with the requisite majority through postal ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. Thursday, 19[th] September, 2024. If a resolution is assented to by the requisite majority through postal ballot by means of remote e-voting, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

ITEM OF SPECIAL BUSINESSES REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT

Increase of Authorised Share Capital of the Company and consequent alteration of Share Capital clause of the Memorandum of Association of the Company.

To consider and pass the following resolution as an Ordinary Resolution .

“ RESOLVED THAT pursuant to the provisions of Section 43, 61, read with Section 64, Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) the rules framed thereunder and other provisions of Memorandum and Articles of Association of the Company, consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) to Rs.26,00,00,000 (Rupees Twenty Six Crore) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of Rs 10/- (Rupees Ten only) each ranking pari-passu in all respects in the existing Share Capital of the Company.

RESOLVED FURTHER THAT pursuant to Section 13, 15 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the members be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place the following:

V. The Authorized Share Capital of the Company is Rs 26,00,00,000 (Rupees Twenty-Six Crore Only ) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of Rs 10/- (Rupees Ten only) each ranking pari-passu in all respects with the existing Share Capital of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of the Directors of the Company (hereinafter referred to as “Board” which term shall include a Committee thereof authorised for the purpose) be and is/are hereby authorized to take all such necessary steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard without being required to seek any further consent or approval of the shareholders or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

Alteration of the Objects Clause of the Memorandum of Association of the Company.

To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and subject to such approvals as may be necessary or required, Clause III.A. of the Memorandum of Association of the Company relating to its Objects be and is hereby altered by inserting the following new sub-clauses 3 , 4 and 5 after the existing sub-clause 2 in Clause III.A.:

To Manufacture, market, trade, import, export, improve, sell, food products which inter alia include but is not limited to pickles, spices made of chilies, pepper, cloves, turmeric, vegetables, herbs and other food items derived from agricultural or farming activities.
To prepare, manufacture, market, trade, import, export, improve, process, sell and carry on the business of canners, preservers, growers of fresh and/or preservable products of vegetables, fruits, herbs, flowers, medicines, drinks, fluids , and other and generally to carry on the manufacturing of pickles, chutney, masalas, batters, mixtures, vinegars, ketchups, juices, custard powder, powder(edible)drinks, beverages, gelatins, essences, ice creams, milk preparations, table delicacies and other eatables.
To carry on in India and elsewhere all kinds of agriculture, horticulture and other allied activities and also to establish, develop. Promote and aid in India and elsewhere business and industries connected with agriculture and horticulture and other allied activities.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things including making applications for such approvals / consents, as may be required, and to accept any modification(s), amendment(s), if any, which may be specified by the statutory and regulatory authorities without being required to seek any further approval of the members and the members shall be deemed to have given their approval thereto expressly by authority under this Resolution.”

3. Issuance of upto 51,60,000 (Fifty-One Lakh Sixty Thousand Only) Equity Shares of face value of Rs. 10/- each of the Company on a preferential basis for cash consideration.

To consider and pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to (i) Sections 23(1)(b), 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof), for the time being in force (ii) the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendments, modifications or re-enactments thereof for the time being in force) (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, modifications or re-enactments thereof for the time being in force) (“SEBI Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”), (iii) the uniform listing agreement in terms of the SEBI Listing Regulations entered into by the Company with BSE Limited (“BSE”) on which the equity shares of the Company are listed, (iv) in accordance with provisions of the Memorandum and Articles of Association of the Company, as amended, and (v) any other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry of Corporate Affairs (“MCA”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”), or any other statutory or regulatory authority, including the BSE Limited (“Stock Exchange”) on which the equity shares of the Company having face value of Rs. 10/- (Indian Rupees Ten) each (“Equity Shares”) are listed (hereinafter collectively referred to as “Applicable Regulatory Authorities”) from time to time in each case to the extent applicable and including any amendments, modifications or re-enactments thereof for the time being in force, and subject to such other 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) as may be necessary and required from regulatory authorities (Including the Stock Exchange) subject to such conditions and modifications as may be imposed or prescribed while granting such approvals, consents and permissions and which may be accepted by the Board of Directors of the Company, (hereinafter referred to as the “Board” which term shall be deemed to include any duly constituted/ to be constituted Committee of the Board of Directors thereof to exercise its powers including powers conferred under this resolution), the approval of the members of the Company be and is hereby accorded to create, offer, issue and allot upto 51,60,000 (Fifty-one Lakh Sixty Thousands Only) fully paid-up equity shares of face value of Rs. 10/- (Rupees

ten only) each, in one or more tranches, at a price of Rs 10/- (Rupees ten only) per equity share (“Equity Shares”) aggregating to an amount not exceeding Rs. 5,16,00,000 (Rupees Five Crore Sixteen Lakh Only) not being less than the price determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, to the following select group of persons (“ Proposed Allottees/Investors ”) belonging to “Promoter/ Promoter Group” and also “Non Promoters” of the Company (Category: “Promoter/ Promoter Group /Non Promoters), for cash consideration on a preferential basis (“ Preferential Issue ”) as per the particulars set out below and on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws, rules and regulations:

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S.No. Name of the Proposed Category Max. no. of Subscription
Allottees (‘Promoter/Promoter Equity amount in Rupees
Group’/ ‘Non-Promoter’) Shares to be (Rs)
allotted
1 Nethala Sainag Promoter Group- Individual 50,000 5,00,000
2 Kovuri Manjula Promoter Group- Individual 6,00,000 60,00,000
3 Kovuri Kalpana Promoter Group- Individual 1,50,000 15,00,000
4 Kancharla Rajasekhara Reddy Non-Promoter - Individual 50,000 5,00,000
5 Kambham Keerthi Reddy Non-Promoter - Individual 50,000 5,00,000
6 Ghansham Das Gilada Non-Promoter - Individual 50,000 5,00,000
7 Bhaskara Reddy Kasa Non-Promoter - Individual 1,00,000 10,00,000
8 Bethi Vijayasree Non-Promoter - Individual 50,000 5,00,000
9 Vivek Surana Non-Promoter - Individual 5,00,000 50,00,000
10 Nisha Rathi Non-Promoter - Individual 5,00,000 50,00,000
11 Nallapareddy Hima Bindu Non-Promoter - Individual 1,50,000 15,00,000
12 Chappidi Siva Kumar Reddy Non-Promoter - Individual 50,000 5,00,000
13 Boosa Ramreddy Non-Promoter - Individual 50,000 5,00,000
14 Sushant Mohan Lal Non-Promoter - Individual 3,00,000 30,00,000
15 Rupesh Soni Non-Promoter - Individual 1,00,000 10,00,000
16 Lizy Pappachen Non-Promoter - Individual 50,000 5,00,000
17 Pranitha Shashi Raj Dara Non-Promoter - Individual 1,00,000 10,00,000
18 Deepashree Vemuri Non-Promoter - Individual 2,00,000 20,00,000
19 Sirisha Vemury Non-Promoter - Individual 2,00,000 20,00,000
20 Paidi Kristappa Non-Promoter - Individual 1,50,000 15,00,000
21 Guruswamy Christopher Non-Promoter - Individual 50,000 5,00,000
22 Dyta Siva Kumar Non-Promoter - Individual 1,00,000 10,00,000
23 Prem Latha Pamidimarri Non-Promoter - Individual 3,00,000 30,00,000
24 K N V Durgavathi Non-Promoter - Individual 4,60,000 46,00,000
25 Ponnamaneni Padma Non-Promoter - Individual 2,00,000 20,00,000
26 K S R S P Vamsi Lakshmi Non-Promoter - Individual 1,20,000 12,00,000
27 Ganesh Srinivas Rayapudi Non-Promoter - Individual 1,00,000 10,00,000
28 Garre Raghavendra Rao Non-Promoter - Individual 1,80,000 18,00,000
29 Sudha Rani Pavuluri Non-Promoter - Individual 1,00,000 10,00,000
30 Sudheendra Vemula Non-Promoter - Individual 1,00,000 10,00,000
TOTAL 51,60,000 5,16,00,000
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“RESOLVED FURTHER THAT the 'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the proposed preferential issue of Equity Shares to be allotted to the above mentioned allottees is Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday, 19[th] September, 2024”).

“RESOLVED FURTHER THAT the Equity Shares shall be fully paid-up and listed on the Stock Exchange bearing ISIN - INE533B01028 and rank pari passu with the existing Equity Shares of the Company in all respects from the date of allotment (including with respect to entitlement to dividend and voting powers, other than any statutory lockin under the SEBI ICDR Regulations), and shall be subject to the requirements of all applicable laws and the provisions of the Memorandum and Articles of Association of the Company.”

“RESOLVED FURTHER THAT the Preferential Issue and allotment of equity shares, shall be subject to the following terms and conditions, apart from other details as provided in the explanatory statement to this Notice and as prescribed under applicable laws:

(a) The Equity Shares shall be issued and allotted by the Company to the Proposed Allottees in dematerialised form within a period of 15 (fifteen) days from the later of: (i) date of passing of this special resolution through postal ballot (i.e. Thursday, 19[th] September, 2024 being the last date of remote e-voting) ; or (ii) receipt of last of the approvals required for such issue and allotment by applicable regulatory authorities (including but not limited to the in-principle approval of the Stock Exchange for the issuance of the Equity Shares to the Proposed Allottees on a preferential basis), or such other extended period as may be permitted in accordance with SEBI ICDR Regulations, as amended from time to time;
(b) The “Relevant Date” as per the Chapter V of the SEBI ICDR Regulations, for determination of price of the Equity Shares shall be Tuesday, 20[th] August, 2024;
(c) The entire pre- preferential allotment equity shareholding of the proposed Allottees if any, shall be subject to lock-in as per Regulation 167(6) of the SEBI ICDR Regulations.
(d) The Equity Shares shall be subject to lock-in for such period as specified under Chapter V of the SEBI ICDR Regulations;
(e) No partly paid-up Equity Shares shall be issued/ allotted;
(f) Allotment of Equity Shares shall only be made in dematerialised form;
(g) The Equity Shares so offered, issued and allotted will be listed and traded on the Stock Exchange i.e. BSE Limited, where the existing Equity Shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be;
(h) The Equity Shares so offered and issued to the Proposed Allottees, are being issued for a cash consideration; (i) The Equity Shares so offered, issued and allotted shall not exceed the number of Shares as approved hereinabove; and
(j) Without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act and Chapter V of the SEBI ICDR Regulations, annexed hereto, which shall be deemed to form part hereof.”

“RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, the consent of the Members of the Company be and is hereby accorded to record the names and other details of the Proposed Allottees in Form PAS-5 and issue a Private Placement Offer cum Application Letter, in Form PAS-4, or such other form as prescribed under the Act and ICDR Regulations containing the terms and conditions (“Offer Document"), to the Proposed Allottees in accordance with the provisions of the Act and that the allotment would be made only upon receipt of in-principle approvals from the Stock Exchange i.e. BSE Limited within the timelines prescribed under the applicable laws.”

“RESOLVED FURTHER THAT the amount received by the Company pursuant to the Preferential Issue shall be kept by the Company in a separate bank account and shall be utilized by the Company only after filing of Form PAS3 with the Registrar of Companies (“ROC”) in accordance with the provisions of Section 42 of the Act and rules made thereunder.”

“RESOLVED FURTHER THAT the Company hereby takes note of the certificate from the Practicing Company Secretary certifying that the above preferential issue of the Equity Shares is being made in accordance with the SEBI ICDR Regulations.”

“RESOLVED FURTHER THAT the Board / Committee of the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient or desirable for such purpose and for the purpose of giving effect to the foregoing resolutions, including without limitation (i) to vary, modify or alter any of the relevant terms and conditions, attached to the Equity Shares to be allotted to the Proposed Allottees for effecting any modifications, changes, variations, alterations, additions and/or deletions to the Preferential Issue as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the Equity Shares, (ii) making application to the Stock Exchange for obtaining inprinciple approval (iii) listing of shares, filing requisite documents with MCA and other regulatory authorities, (iv) filing of requisite documents with the depositories, (v) to resolve and settle any questions and difficulties that may arise in the preferential issue, (vi) issue and allotment of the Shares, and (vii) to take all other steps which may be incidental, consequential, relevant or ancillary in relation to the foregoing without being required to seek any further consent or approval of the members of the Company, and that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and the decision of the Board / Committee of the Board in relation to the foregoing shall be final and conclusive and all actions taken by the Board in connection with any matter(s) referred to contemplated in any of the foregoing res

4. Issuance of upto 1,09,50,000 (One Crore Nine Lakh Fifty Thousand Only) unlisted Convertible Warrants exercisable into Equity Shares on a preferential basis for cash consideration.

To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to (i) Sections 23(1)(b), 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof), for the time being in force, (ii) the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendments, modifications or re-enactments thereof for the time being in force) (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, modifications or re-enactments thereof for the time being in force) (“SEBI Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”), (iii) the uniform listing agreement in terms of the SEBI Listing Regulations entered into by the Company with BSE Limited (“BSE”) on which the equity shares of the Company are listed, (iv) in accordance with provisions of the Memorandum and Articles of Association of the Company, as amended, and (v) any other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry of Corporate Affairs (“MCA”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”), or any other statutory or regulatory authority, including the BSE Limited (“Stock Exchange”) on which the equity shares of the Company having face value of Rs. 10/- (Indian Rupees Ten) each (“Equity Shares”) are listed (hereinafter collectively referred to as “Applicable Regulatory Authorities”) from time to time in each case to the extent applicable and including any amendments, modifications or re-enactments thereof for the time being in force, and subject to such other 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) as may be necessary and required from regulatory

authorities (Including the Stock Exchange) subject to such conditions and modifications as may be imposed or prescribed while granting such approvals, consents and permissions and which may be accepted by the Board of Directors of the Company, (hereinafter referred to as the “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 and approval of the members of the Company be and is hereby accorded to create, offer, issue and allot up to 1,09,50,000 (One Crore Nine Lakh Fifty Thousands Only) unlisted convertible warrants (“Convertible Warrants”) to the identified investors, as detailed herein below (“Proposed Convertible Warrant Allottees”), belonging to both “Promoter & Promoter Group” and “Non Promoters” Category, on a preferential basis, for cash consideration at an issue price of Rs. 10/- (Rupees Ten only) per Convertible Warrant (“Issue Price), each Convertible Warrant carrying a right to subscribe to 1 (One) Equity Share of face value of Rs. 10/- each per equity share of the Company, on a preferential basis, from time to time, in one or more tranches, at any time after 9 months from the date of Allotment of warrants but before the expiry of 18 months, for an amount aggregating upto Rs. 10,95,00,000 (Rupees Ten Crore Ninety-five Lakh Only) and on such other terms and conditions as set out below and in the Explanatory Statement annexed to this Notice and as the Board may in its absolute discretion think fit and decide, in accordance with the provisions of the Companies Act, 2013, SEBI ICDR Regulations, SEBI LODR Regulations and Takeover Regulations or other applicable laws without requiring any further approval or consent from the Members:

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Sl. Names of the Proposed Category Max. no. of Subscription Subscription
No Convertible Warrant (‘Promoter/Promoter Convertible total Upfront
Allottees Group’/ Non- Warrants amount amount
Promoter) proposed to upto in upto in
be issued Rupees Rupees
1 Sharada Kovuri Promoter Group- 6,00,000 60,00,000 15,00,000
Individual
2 Kovuri Bhanu Prakash Promoter Group- 7,00,000 70,00,000 17,50,000
Individual
3 Ogha Investment & Promoter Group- Body 10,00,000 1,00,00,000 25,00,000
Holdings Private Limited Corporate
(Formerly Ogha Advisory
Private Limited) (CIN No.
U64200TG2022PTC166962)
4 Koppuravuri Naga Venkata Promoter – Individual 12,00,000 1,20,00,000 30,00,000
Shyam Anirudh
5 Yadaiah Pasupula Promoter Group- 7,00,000 70,00,000 17,50,000
Individual
6 Venkata Sesha Reddy Non-Promoter 25,00,000 2,50,00,000 62,50,000
Mudimela Individual
7 Vanteddu Lakshmi Priya Non-Promoter- 25,00,000 2,50,00,000 62,50,000
Darshini Individual
8 Nutalapati Venkatasubbarao Non-Promoter- 17,50,000 1,75,00,000 43,75,000
Individual
Total 1,09,50,000 10,95,00,000 2,73,75,000
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“RESOLVED FURTHER THAT the equity shares allotted on exercise of the options attached to Warrants shall rank pari passu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and in such form and manner and upon such terms and conditions as may be determined by the Board in accordance with the ICDR Regulations or other applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.”

“RESOLVED FURTHER THAT the 'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price for the purposes of determination of pricing of the equity shares to be issued/allotted upon the conversion/or exchange of convertible warrants have taken as Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday, 19[th] September, 2024”).

“RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted on exercise of the option by the allottee for conversion of Warrants under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

a. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted one equity share against one Warrant.
b. The “Relevant Date” as per the Chapter V of the SEBI ICDR Regulations, determination of the floor price for the proposed preferential issue of Convertible Warrants exercisable into Equity Shares is of price of the Equity Shares shall be Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday, 19[th] September, 2024);
c. An amount equivalent to 25% of the Warrant Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares if and when the right attached to Warrant(s) to subscribe for the Equity Share(s) is exercised. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares.
d. The Warrants shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Warrants is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.
e. The price determined above and the number of Equity Shares to be allotted on conversion of the Warrants shall be Rs.10/- (Rupees Ten only) which is calculated upfront of the issue as per the Valuation from Independent Registered Valuer under the SEBI ICDR Regulations and as per the Companies Act, 2013, the rules, regulations and other laws as applicable.
f. The Warrant holders shall be entitled to all future corporate actions including but not limited to issue of bonus / rights, if any, and the Company shall reserve proportion of such entitlement for the Warrant holders.
g. The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time after 9 months from the date of Allotment of the convertible warrants but before the expiry of 18 months from the date of allotment of the Convertible Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form.
h. The Equity Shares to be allotted on exercise of the Warrants shall be fully paid up and rank Pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
i. In the event the Warrant holder does not exercise the right to convert the Warrants into equity shares at any time after 9 months from the date of Allotment of the convertible warrants but before the expiry of 18 months, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited.
j. The Warrants proposed to be allotted shall be subject to a lock-in to be determined in accordance with the provisions of the SEBI ICDR Regulations. The lock-in on the Equity Shares resulting from the exercise of the option under the Warrants shall be reduced to the extent the Warrants have already been locked-in.
k. The Equity Shares arising from the exercise of the Convertible Warrants will be listed on BSE Limited where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions

and approvals as the case may be and shall inter alia be governed by the regulations and guidelines issued by SEBI or any other statutory authority.

l. The entire pre- preferential allotment equity shareholding of the proposed Allottees if any, shall be subject to lock-in as per Regulation 167(6) of the SEBI ICDR Regulations.
m. Without prejudice to the generality of the above, the proposed preferential issue of Convertible Warrants exercisable into Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act and Chapter V of the SEBI ICDR Regulations, annexed hereto, which shall be deemed to form part hereof.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to make an offer to the Proposed Convertible Warrant Allottees, through Private Placement Offer Letter (in PAS-4)” or such other form as prescribed under the Act and ICDR Regulations containing the terms and conditions (“Offer Document") to the Proposed Allottees in accordance with the provisions of the Act and that the allotment would be made only upon receipt of inprinciple approval from the Stock Exchange i.e. BSE Limited within the timelines prescribed under the applicable laws.”

“RESOLVED FURTHER THAT the amount received by the Company pursuant to the Preferential Issue shall be kept by the Company in a separate bank account and shall be utilized by the Company only after filing of Form PAS3 with the Registrar of Companies (“ROC”) in accordance with Section 42 of the Act and rules made thereunder”.

“RESOLVED FURTHER THAT the Company hereby takes note of the certificate from the Practicing Company Secretary certifying that the above preferential issue of Convertible Warrants is being made in accordance with the SEBI ICDR Regulations.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may deemed necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification(s) to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion may deem appropriate, without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and/or Warrants and listing thereof with the Stock Exchange as appropriate and utilization of proceeds of the issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.”

5. Issue of Equity Shares on a preferential issue basis through SWAP of equity shares for acquisition of Rasvat Food Specialties Private Limited.

To consider and pass the following resolution as a Special Resolution:

amendments, modifications or re-enactments thereof for the time being in force) (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, modifications or re-enactments thereof for the time being in force) (“SEBI Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”), (iii) the uniform listing agreement in terms of the SEBI Listing Regulations entered into by the Company with BSE Limited (“BSE”) on which the equity shares of the Company are listed, (iv) in accordance with provisions of the Memorandum and Articles of Association of the Company, as amended, and (vi) any other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry of Corporate Affairs (“MCA”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”), or any other statutory or regulatory authority, including the BSE Limited (“Stock Exchange”) on which the equity shares of the Company having face value of Rs. 10/- (Indian Rupees Ten) each (“Equity Shares”) are listed (hereinafter collectively referred to as “Applicable Regulatory Authorities”) from time to time in each case to the extent applicable and including any amendments, modifications or re-enactments thereof for the time being in force, and subject to such other 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) as may be necessary and required from regulatory authorities (Including the Stock Exchange) subject to such conditions and modifications as may be imposed or prescribed while granting such approvals, consents and permissions and which may be accepted by the Board of Directors of the Company, (hereinafter referred to as the “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 and approval of the members of the Company be and is hereby accorded to create, offer, issue and allot upto 88,87,241 (Eighty Eight Lakhs Eighty Seven Thousand Two hundred and Forty One only) (“Subscription Shares") equity shares of Company having face value of Rs.10/- each (Rupees Ten Only) each, at a price of Rs.10/- each (Rupees Ten Only) per equity share, which is not less than the floor price as on the Relevant Date, determined in accordance with Chapter V of the ICDR Regulations, and the fair value per equity share of the Company as on the Relevant Date for consideration other than cash (being swap of the equity shares of Rasvat Food Specialties Private Limited (“Rasvat”) towards discharge of the purchase consideration of Rs 8,88,72,410 (Rupees Eight Crores Eighty Eight Lakhs Seventy Two Thousand Four Hundred and Ten Only) payable by the Company to the shareholders of Rasvat (collectively, the “Proposed Allottees”) belonging to both “Promoter & Promoter Group” and “Non Promoters” Category, on a preferential basis, for acquisition of 88,87,241 (Eighty Eight Lakhs Eighty Seven Thousand Two hundred and Forty One only) equity shares of face value Rs.10/- (Rupees Ten Only) each, representing 100% (Hundred Percent) of the paid-up equity share capital of Rasavat, and on such other terms and conditions as set out below and in the Explanatory Statement annexed to the Notice and as the Board may in its absolute discretion think fit and decide, in accordance with the provisions of the Companies Act, 2013, SEBI ICDR Regulations, SEBI LODR Regulations and Takeover Regulations or other applicable laws without requiring any further approval or consent from the Members:

==> picture [478 x 168] intentionally omitted <==

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

S.No. Name of the proposed Allottee Category Max. no. of Equity Shares to
(‘Promoter/Promoter Group’/ be allotted
Non Promoter)
1 Ajjarapu Bhavani Promoter - Individual 557,340
2 Chelikam Raghuramreddy Promoter - Individual 250,000
3 Vishwa Prasad Nethi Promoter - Individual 200,001
4 Koppuravuri Naga Venkata Shyam Promoter - Individual 100,001
Anirudh
5 Jhansi Sanivarapu Promoter Group- Individual 1,250,000
6 Vanaja Veeramreddy Promoter Group- Individual 1,250,000
7 Jwala Chaitanya Promoter Group- Individual 500,000
8 B T V Saraswati Promoter Group- Individual 250,001
9 Maddi Achyuth Promoter Group- Individual 50,101
----- End of picture text -----

==> picture [478 x 527] intentionally omitted <==

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

10 Mounika Beeravolu Promoter Group- Individual 50,101
11 Santhoshe Kattekola Promoter Group- Individual 130,001
12 Satishbabu Ghanta Promoter Group- Individual 150,001
13 Srikanth Boddupalli Promoter Group- Individual 100,001
14 Supriya Radhakrishna komaragiri Promoter Group- Individual 100,001
15 Padma Rajender Thodupunur Promoter Group- Individual 400,001
16 Umasree Atchuta Promoter Group- Individual 80,001
17 Yandra Kavitha Promoter Group- Individual 300,001
18 Falgun Maheshbhai Oza Promoter Group- Individual 50,001
19 Kranthi Kumar Pulavena Promoter Group- Individual 100,001
20 N Vishwasindhuri Promoter Group- Individual 50,001
21 Yadaiah Pasupula Promoter Group- Individual 50,001
22 Nayanam Food Specialties Pvt Ltd Promoter Group- Body 172,501
Corporate
23 Ravikanth Kancherla Promoter Group- Individual 177,251
24 Sharada Kovuri Promoter Group- Individual 200,010
25 Satyanarayana Atchuta Promoter Group- Individual 50,010
26 Aruna Paidi Non-Promoter- Individual 100,001
27 Hiral Paras Shah Non-Promoter Individual 50,001
28 Innovar Software Solutions Pvt Ltd Non-Promoter- Body Corporate 300001
29 Naveen Kumar Proddutoori Non-Promoter Individual 150001
30 Keval Prashant Shah Non-Promoter- Individual 50,001
31 K Pappitha Non-Promoter Individual 15,001
32 Mallavarapu Nirmala Mary Non-Promoter- Individual 100,001
33 Rachit Nandish Doshi Non-Promoter Individual 50,001
34 R Sampathkumar Non-Promoter- Individual 200,001
35 Shruthi Amruthnath Non-Promoter Individual 30,001
36 Purnimaben Surendra Parikh Non-Promoter- Individual 25,001
37 Suryanarayana Malladi Non-Promoter Individual 125,001
38 Sweta Chitrang Merchant Non-Promoter- Individual 50,001
39 S Vaatshalya Poorna Non-Promoter Individual 30,001
40 K S R S P Vamsi Lakshmi Non-Promoter- Individual 75,001
41 Smita Prashant Pawar Non-Promoter Individual 100,001
42 Garre Raghavendra Rao Non-Promoter- Individual 100,010
43 Ramachandram Chelikam Non-Promoter Individual 100,010
44 Vudiga Rajendra Prasad Non-Promoter- Individual 200,010
45 K N V Durgavathi Non-Promoter Individual 419,866
46 Guruswamy Christopher Non-Promoter- Individual 50,001
TOTAL 8,887,241
----- End of picture text -----

“RESOLVED FURTHER THAT the 'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the proposed preferential issue of Equity Shares through swap to be allotted to the above mentioned allottees is Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday, 19[th] September, 2024”).

“RESOLVED FURTHER THAT the Equity Shares shall be fully paid-up and listed on the Stock Exchange bearing ISIN - INE533B01028 and rank Pari passu with the existing Equity Shares of the Company in all respects from the date of allotment (including with respect to entitlement to dividend and voting powers, other than any statutory lock-in under the SEBI ICDR Regulations), and shall be subject to the requirements of all applicable laws and the provisions of the Memorandum of Association and Articles of Association of the Company.”

(a) The subscription Shares shall be issued and allotted by the Company to the Proposed Allottees in dematerialised form within a period of 15 (fifteen) days from the later of: (i) date of passing of this special resolution through postal ballot (i.e. Thursday, 19[th] September, 2024 being the last date of remote e-voting); or (ii) receipt of last of the approvals required for such issue and allotment by applicable regulatory authorities (including but not limited to the in-principle approval of the Stock Exchange for the issuance of the Equity Shares to the Proposed Allottees on a preferential basis), or such other extended period as may be permitted in accordance with SEBI ICDR Regulations, as amended from time to time;
(b) The Subscription Shares so offered, issued and allotted to the Proposed Allottees, are being issued for consideration other than cash, towards discharge of the total purchase consideration payable by the Company for acquisition of Purchase Shares held by the Proposed Allottees and will constitute the full consideration for the Subscription Shares to be issued by the Company to the Proposed Allottees, pursuant to this resolution;
(c) The “Relevant Date” as per the Chapter V of the SEBI ICDR Regulations, for determination of price of the Equity Shares shall be Tuesday, 20th August, 2024;
(d) The entire pre- preferential allotment equity shareholding of the proposed Allottees if any, shall be subject to lock-in as per Regulation 167(6) of the SEBI ICDR Regulations.
(e) The Equity Shares so allotted shall be subject to lock-in for such period as specified under Chapter V of the SEBI ICDR Regulations;
(f) No partly paid-up Equity Shares shall be issued/ allotted;
(g) Allotment of Equity Shares shall only be made in dematerialised form;
(h) The Equity Shares so offered, issued and allotted will be listed and traded on the Stock Exchange. i.e. BSE Limited, where the existing Equity Shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be;
(i) The Equity Shares so offered, issued and allotted shall not exceed the number of Shares as approved hereinabove; and
(j) Without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act and Chapter V of the SEBI ICDR Regulations, annexed hereto, which shall be deemed to form part hereof.”

“RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5 and the Board be and is hereby authorized to make an offer to the Proposed Allottee through Letter of Offer/ Private Placement Offer Letter cum application letter in Form PAS 4 or such other form as prescribed under the Act and ICDR Regulations containing the terms and conditions (“Offer Document"), after passing of this resolution and receiving any applicable regulatory approvals with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchange i.e. BSE Limited within the timelines prescribed under the applicable laws.”

“RESOLVED FURTHER THAT the Board / Committee of the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient or desirable for such purpose and for the purpose of giving effect to the foregoing resolution, including without limitation (i) to vary, modify or alter any of the relevant terms and conditions, attached to the Equity Shares to be allotted to the Proposed Allottees for effecting any modifications, changes, variations, alterations, additions and/or deletions to the Preferential Issue as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the Equity Shares, (ii) making applications to the Stock Exchange for obtaining inprinciple approvals, (iii) listing of shares, filing requisite documents with MCA and other regulatory authorities, (iv) filing of requisite documents with the depositories, (v) to resolve and settle any questions and difficulties that may arise in the preferential offer, (vi) issue and allotment of the Shares, and (vii) to take all other steps which may be incidental, consequential, relevant or ancillary in relation to the foregoing without being required to seek any further consent or approval of the members of the Company, and that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and the decision of the Board / Committee of the Board in relation to the foregoing shall be final and conclusive and all actions taken by the Board in connection with any matter(s) referred to contemplated in any of the foregoing resolution(s) be and are hereby approved, ratified and confirmed in all respects.”

By Order of the Board of Directors

Sd/Mathamsetty Venkata Krishna Sunil Kumar Managing Director DIN: 03597178

Place: Hyderabad Date: 20[th] August, 2024

Notes:

Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.
In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, 16[th] August, 2024 (the “Cut‐off date”) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, (“RTA”). Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.supratrendsltd.com .The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the website of CDSL at www.evotingindia.com.
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 Listing Regulations read with SEBI circular on e-voting, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the remote e-voting facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), the agency to provide e-voting facility. Members are requested to carefully read the instructions for remote e-voting that are provided as part of this Postal Ballot Notice before casting their vote.
All documents referred to in this notice will also be available electronically for inspection without any fee by the members from the date of circulation of this notice upto the closure of remote e-voting. Members seeking to inspect such documents can send an email to [email protected].
The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e. Friday, 16[th] August, 2024. Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting. A person who is not a member as on the Cut-off date should treat this notice for information purpose only.
The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, 21[st] August, 2024, and ends at 5.00 p.m. (IST) on Thursday, 19[th] September, 2024. During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday 16[th] August, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after Thursday, 19[th] September, 2024 (5:00 PM IST). Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.
Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA circulars.
The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date of e- voting i.e., Thursday, 19[th] September, 2024.
The Scrutinizer will submit her report to the Chairman of the Company, or any person authorized by him, after completion of the scrutiny of the votes casted electronically. The result of the Postal Ballot through remote e- voting process shall be announced not later than two working days from the conclusion of the e- voting and the resolutions will be taken as passed, if the results of remote e-voting indicate that the requisite majority of the Members had assented to the Resolution.
The voting results along with Scrutinizer’s report would be published on the website of the Company i.e. www.supratrendsltd.com and will be communicated to the Stock Exchange where the Company’s shares are listed i.e., BSE.
Members are requested to intimate about change in their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to the Company’s Registrar and Share Transfer Agent, M/S Venture Capital and Corporate Investment Private Limited, in case the shares are held in physical form and to the Depository Participant (DP) in case the shares are held in electronic form.

A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorized representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

CDSL Remote e-voting System – For Remote e-voting

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL/NSDL E-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(i) The remote e-voting period begins on Wednesday, 21[st] August, 2024 at 09.00 A.M. and ends on Thursday, 19[th] September, 2024 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 16[th] August, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide Remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) 2) 3) 4)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 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, links are also provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1) 2) 3)	If youarealready registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evotingindia.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL),Password/OTP and a Verification Code as shown on the

	screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.

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

screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period.

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

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

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

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

Login type		Helpdesk details
Individual Shareholders holding securitiesin Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800225533
Individual Shareholders holding securitiesin Demat mode withNSDL		Members facing any technical issue in login can contactNSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

Login type	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, pleaseenter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “ SUBMIT ” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant Supra Trends Limited on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvii) Additional Facility for Non –Individual Shareholders and Custodians – For Remote E-Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password.

The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, non-individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized.

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

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 AND CIRCULARS ISSUED THEREUNDER.

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice under Item No. 1 to 5:

Item No. 1:

The present Authorized Share Capital of the Company is Rs. 5,00,00,000 (Rupees Five crore only) comprising of 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- each.

Considering the increased fund requirements of the Company, the Board at its Meeting held on Wednesday, 14[th] August, 2024 had accorded its approval for increasing the Authorized Share Capital from Rs. 5,00,00,000 (Rupees Five crore only) to Rs. 26,00,00,000 (Rupees Twenty-Six Crore only) by creation of 2,10,00,000 (Two Crores Ten lakh) additional equity shares of Rs.10/- each, subject to shareholders approval.

It is therefore proposed to increase the Authorized Share Capital of the Company from Rs. 5,00,00,000 (Rupees Five crore) to Rs. 26,00,00,000 (Rupees Twenty-Six Crore) by creation of 2,10,00,000 (Two Crores Ten lakh) additional equity shares of Rs.10/- each ranking Pari passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

As a consequence of increase of Authorised Share Capital of the Company, the existing Authorised Share Capital Clause in Memorandum of Association of the Company be altered accordingly. In accordance with the provisions of Section 13 and 61 of the Companies Act, 2013 (“Act”), the proposal for increase in Authorized Share Capital and amendment of Memorandum of Association (MOA) of the Company requires approval of the members of the Company by passing an ordinary resolution.

Accordingly, approval of the members is sought for increase in Authorized Share Capital and amendment of capital clause of the MOA of the Company as set out in the resolution at Item No. 1 of this Postal Ballot Notice.

The aforesaid alterations, if approved by the members, shall be registered by the Registrar of Companies, Telangana, Hyderabad (“ROC’’) as per the provisions of the Act with such modifications, as may be advised by the ROC.

The Board of Directors recommends the passing of resolution as set out in Item no. 1 of this Notice for approval by the Shareholders by way of an Ordinary Resolution.

The new set of Memorandum of Association with the proposed amendments is available for inspection by the Members electronically. Members seeking to inspect the same can send an email to [email protected].

None of the Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item no. 1 of this Notice except to the extent of their shareholding and directorship in the Company, if any.

Item No. 2:

The Company is embarking on a strategic acquisition as part of its growth plans to diversify its business segments. This acquisition marks a significant step towards expanding Company’s portfolio and tapping into new opportunities for growth. Further, the Company also proposes to venture into the activities of food and related business, as more specifically set out in the resolution.

To enable the Company to carry out the aforesaid activities, it is proposed to alter the Objects Clause of the Memorandum of Association (“MOA”) by insertion of three new sub-clauses 3, 4, and 5 in the Clause III.A. of the MOA as set out in the resolution at Item No. 2 of this Postal Ballot Notice.

In accordance with the provisions of Section 13 of the Companies Act, 2013 (“Act”) alteration of the Objects Clause of the MOA requires approval of the members of the Company by passing a special resolution.

Accordingly, approval of the members is sought for alteration of the Objects Clause of the MOA of the Company as set out in the resolution at Item No. 2 of this Postal Ballot Notice.

The Board of Directors commends the Special Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the members.

Item No. 3:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”), given hereunder sets out all material facts relating to the special business mentioned at the said Item of the accompanying Notice and necessary information or details in respect of the proposed Preferential Allotment of Equity Shares in terms of Section 62 (1) (C) read with rules thereto and Regulation 163 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) are as under:

The Proposed Allottees have confirmed their eligibility in terms of Regulation 159 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”), to subscribe to the equity shares and/ Warrants to be issued pursuant to the Preferential Issue.

In accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and in accordance with the SEBI ICDR Regulations and the SEBI LODR Regulations, as amended from time to time, approval of the Members of the Company by way of special resolution is required to issue securities by way of private placement on a preferential basis.

Accordingly, the approval of the Members of the Company is being sought, by way of special resolution, to create, issue, offer and allot Equity Shares through private placement on preferential basis to the Proposed Allottees in accordance with the provisions of Sections 23(1)(b), 42 and 62, and other applicable provisions, if any, of the Act, and rules framed thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (collectively as “Rules”), SEBI ICDR Regulations, SEBI LODR Regulations and any other applicable laws, circulars, rules, regulations, guidelines, notifications and clarifications issued by Ministry of Corporate Affairs (“MCA”) and other regulatory authorities, from time to time, including with respect to the pricing of the Equity Shares proposed to be issued by way of a Preferential Issue.

It is to be noted that the issue of Equity Shares on a preferential basis, subject to compliance of the requirements under the SEBI LODR Regulations is exempted from the definition of “related party transaction” under SEBI LODR Regulations. Therefore, the Preferential Issue is not a ‘related party transaction’ under the provisions of SEBI LODR Regulations and the approval of the shareholders as per the provisions of Regulation 23 of SEBI LODR Regulations is not required.

The Board considered that the minimum price per Equity Share in accordance Chapter V of the SEBI (ICDR) Regulations is calculated at Rs.10/- per equity share and we have obtained a valuation report from Ms. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 (‘Registered Valuer / Independent Valuer’), certifying the fair value price of each Equity Share in accordance with Regulation 166A of the SEBI (ICDR) Regulations as amended. Report of the Registered Valuer is available on our website for inspection. The link of such report is www.supratrendsltd.com

The Equity Shares issued directly including pre existing shareholding of the proposed allottee(s) if any shall be subject to lock-in and transferability restrictions as specified in Regulations 167 and 168 of the SEBI ICDR Regulations, as amended.

Necessary information/ details in respect of the proposed preferential allotment in terms of Sections 42 and 62 of the Companies Act 2013, read with the Rules made there under and Chapter V of the SEBI ICDR Regulations are as under:

1. Particulars of the issue of Equity Shares including date of passing of Board resolution, the material terms of issue, kind of securities offered, and the issue price:

The Board of Directors of the Company in their meeting held on Wednesday, 14[th] August, 2024 approved raising of funds aggregating upto 51,60,000 (Fifty-one Lakh Sixty Thousand Only) fully paid-up equity shares of face value of Rs. 10/- (Rupees ten only) each, in one or more tranches, at a price of Rs 10/- (Rupees ten only) per equity share (“Equity Shares”) aggregating to an amount not exceeding Rs. 5,16,00,000 (Rupees Five Crore Sixteen Lakh Only) not being less than the price determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, to the following select group of persons (“ Proposed Allottees/Investors ”) belonging to “Promoter/ Promoter Group and also Non Promoters of the Company (Category: “Promoter/ Promoter Group /Non Promoters), for cash consideration on a preferential basis (“ Preferential Issue ”) who have agreed to subscribe to the proposed preferential issue and has confirmed their eligibility in terms of Regulation 159 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”).

Details of the issue:

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S.No. Name of the Proposed Category (‘Promoter/Promoter Max. No. of equity shares proposed to be
Allottees Group’/ ‘Non Promoter’) allotted @ Rs. 10/- per equity share and
max. amount of investment.
No of shares Amount in (Rs)
1 Nethala Sainag Promoter Group- Individual 50,000 5,00,000
2 Kovuri Manjula Promoter Group- Individual 6,00,000 60,00,000
3 Kovuri Kalpana Promoter Group- Individual 1,50,000 15,00,000
4 Kancharla Rajasekhara Non-Promoter – Individual 50,000 5,00,000
Reddy
5 Kambham Keerthi Non-Promoter – Individual 50,000 5,00,000
Reddy
6 Ghansham Das Gilada Non-Promoter – Individual 50,000 5,00,000
7 Bhaskara Reddy Kasa Non-Promoter – Individual 1,00,000 10,00,000
8 Bethi Vijayasree Non-Promoter – Individual 50,000 5,00,000
9 Vivek Surana Non-Promoter – Individual 5,00,000 50,00,000
10 Nisha Rathi Non-Promoter – Individual 5,00,000 50,00,000
11 Nallapareddy Hima Non-Promoter – Individual 1,50,000 15,00,000
Bindu
12 Chappidi Siva Kumar Non-Promoter – Individual 50,000 5,00,000
Reddy
13 Boosa Ramreddy Non-Promoter – Individual 50,000 5,00,000
14 Sushant Mohan Lal Non-Promoter – Individual 3,00,000 30,00,000
15 Rupesh Soni Non-Promoter – Individual 1,00,000 10,00,000
16 Lizy Pappachen Non-Promoter – Individual 50,000 5,00,000
17 Pranitha Shashi Raj Dara Non-Promoter – Individual 1,00,000 10,00,000
18 Deepashree Vemuri Non-Promoter – Individual 2,00,000 20,00,000
19 Sirisha Vemury Non-Promoter – Individual 2,00,000 20,00,000
20 Paidi Kristappa Non-Promoter – Individual 1,50,000 15,00,000
21 Guruswamy Christopher Non-Promoter – Individual 50,000 5,00,000
22 Dyta Siva Kumar Non-Promoter – Individual 1,00,000 10,00,000
23 Prem Latha Pamidimarri Non-Promoter – Individual 3,00,000 30,00,000
24 K N V Durgavathi Non-Promoter – Individual 4,60,000 46,00,000
25 Ponnamaneni Padma Non-Promoter – Individual 2,00,000 20,00,000
26 K S R S P Vamsi Non-Promoter – Individual 1,20,000 12,00,000
Lakshmi
27 Ganesh Srinivas Non-Promoter – Individual 1,00,000 10,00,000
Rayapudi
28 Garre Raghavendra Rao Non-Promoter – Individual 1,80,000 18,00,000
29 Sudha Rani Pavuluri Non-Promoter – Individual 1,00,000 10,00,000
30 Sudheendra Vemula Non-Promoter – Individual 1,00,000 10,00,000
Total 51,60,000 5,16,00,000
----- End of picture text -----

In accordance with Sections 23(1)(b), 39, 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the rules made thereunder and in accordance with the ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), as amended from time to time, approval of the Members of the Company by way of special resolution is required to issue securities by way of private placement on a preferential basis.

The allotment of Equity Shares to Proposed Allottees/Investors belonging to “Promoter/ Promoter Group” and also “Non-Promoters” of the Company (Category: “Promoter/ Promoter Group /Non-Promoters) is proposed to be made at an issue price of Rs.10/- each based on the pricing criteria mentioned in Chapter V of SEBI ICDR Regulations, Registered Valuer Report obtained in terms of SEBI ICDR Regulations.

2. Purpose/ Objects of the Issue:

The proceeds of the issue of aforesaid mentioned Equity Shares will be primarily used to meet any of the following purposes or any combination thereof as deemed fit by the management of the Company.

a. For expansion of new business opportunities and acquisition of companies
b. For working capital requirement purposes
c. For general corporate purposes

3. Maximum Number of Shares offered, the manner of issue of Shares and the pricing of preferential issue:

The Company proposes to issue up to 51,60,000 (Fifty-One Lakh Sixty Thousand Only) equity shares of Rs. 10/each (“Equity Shares”) at an issue price of Rs 10/- (Rupees Ten only) each to the Proposed Allottees/Investors belonging to “Promoter/ Promoter Group and also Non-Promoters of the Company (Category: “Promoter/ Promoter Group /Non-Promoters), by way of Preferential issue on a private placement basis. Please refer to Point No. 4 below for the basis for determining the price for the preferential issue.

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

The equity shares of the Company are listed at BSE Limited (‘BSE’). In terms of Regulation 165 of the SEBI (ICDR) Regulations, 2018, the equity shares of the Company are not frequently traded as the traded turnover during the 240 Trading days preceding the relevant date is less than 10% of total number of shares of the Company.

Accordingly, in terms of Chapter V of the SEBI ICDR Regulations, 2018, if the shares of the Company are not frequently traded on stock exchange, the aforesaid equity shares(s) shall be allotted in accordance with the price determined in terms of Chapter V the SEBI (ICDR) Regulations, 2018.

The Company has obtained a valuation certificate dated Wednesday, 14[th] August, 2024, from Ms. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 (‘Registered Valuer / Independent Valuer’), and same has been uploaded on the Website of the company and Website link is https:// www.supratrendsltd.com.

We also confirm that the Articles of Association does not contain any restrictive provision for Preferential Allotment and doesn’t contain any article which provides for particular method for determination of price in case of preferential issue.

The present issue price is Rs. 10/- (Rupees Ten Only) per equity share as per the valuation arrived as per the valuation certificate. Since, there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company. Accordingly, there is no adjustment in pricing is required in terms of Regulation 166 of the SEBI (ICDR) Regulations, 2018.

5. Price/ price band at/ within which the Equity Shares are proposed to be issued:

The price per Equity Share, to be issued, is fixed at Rs.10/- which consists of Rs. 10/- (Rupees ten only) as face value. Please see point no 4 above for the basis of determination of the issue price.

6. Relevant Date:

'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the proposed preferential issue of Equity Shares to be allotted to the above mentioned allottees is Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday 19[th] September, 2024”).

7. Shareholding Pattern of the Company before and after the issue:

The pre-issue and post-issue shareholding pattern of the Company (considering full allotment of equity shares issued on preferential basis under item no 3,4 and 5) is given below:

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Category of shareholder Pre-preferential Preferential Warrants Swap of Post-Issue
issue Shareholding Issue Issue Shares
through
Acquisition
No. of % of No. of shares No. of No. of % of
shares Shares shares shares held Shares
held (assuming
full
conversion)
(A) Promoters /
Promoter Group’s
shareholding
(1) Indian
(a) Individuals/Hindu
0 0.00 800000 3200000 6394827 10401051 40.79
undivided Family
Subtotal (A) (1) 0.00 0 0 0 0 0.00
(2) Foreign Promoters 0 0.00 0 0 0 0 0.00
(a) Bodies Corporate 0 0.00 0 1000000 172501 1172501 4.60
Sub Total (A) (2) 0 0.00 0 0 0 0.00
Total Promoter/
Promoter Group
0 0.00 800000 4200000 6567328 11573552 45.39
Shareholding
(A)=(A)(1)+(A)(2)
(B) Public Shareholding 0 0.00
(1) Institutions 0 0.00 0 0 0 0.00
(a) Mutual Funds 0 0.00 0 0 0 0 0.00
(b) Alternative Investment
0 0.00 0 0 0 0 0.00
Fund
(c) Financial
0 0.00 0 0 0 0 0.00
Institutions/Banks
----- End of picture text -----*

==> picture [512 x 426] intentionally omitted <==

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(d) Foreign Portfolio
0 0.00 0 0 0 0 0.00
Investors
(e) Qualified Institutional
0 0.00 0 0 0 0 0.00
Buyer
(f) Insurance Companies 0 0.00 0 0 0 0 0.00
(g) Central Government /
25000 5.00 0 0 0 25000 0.10
President of India
Sub Total (B) (1) 25000 5.00 0 0 0 25000 0.10
(2) Non-Institutions 0 0.00 0 0.00
(a) Clearing Members 0 0.00 0 0 0 0 0.00
(b) Bodies Corporate 9561 1.91 0 0 300001 309562 1.21
(c) NBFC 0 0.00 0 0 0 0 0.00
(d) Non-Resident Indians 0 0.00 0 0 0 0 0.00
(e) Trusts 70 0.01 0 0 0 70 0.00
(f) IEPF 0 0.00 0 0 0 0 0.00
(g) NRI 2409 0.48 0 0 0 2409 0.01
(h) Individuals
0.00
Shareholders
- Holding nominal share
385130 77.03 0 0 0 378906 1.49
capital up to Rs. 2 Lakh
- Holding nominal share
capital in excess of Rs. 2 77830 15.57 4360000 6750000 2019912 13207742 51.80
Lakh
Sub Total (B) (2) 475000 95.00 4360000 6750000 2319913 1,38,98,689 54.51
Total Public
Shareholding (B)= (B)(1) 500000 100.00 4360000 6750000 2319913 1,39,23,689 54.61
+(B)(2)
(C) Custodians for
0 0.00 0 0 0 0 0.00
GDRs and ADRs
TOTAL (A)+(B)+(C) 500000 100.00 5160000 10950000 8887241 2,54,97,241 100.00
----- End of picture text -----

* BSE Limited (“the Stock Exchange”) has approved the Re-classification of Promoters vide its approval letter dated Thursday, 7[th] August, 2024 for 880 equity shares of the Outgoing promoters, accordingly the outgoing promoters shares are considered under Public Category in the above Shareholding pattern.

Notes:

1) The pre-issue shareholding pattern is as on Friday, 16[th] August, 2024.
2) The post-issue paid-up share capital of the Company is subject to alterations on account of any further allotment of Equity Shares, assuming allotment of:
i. 51,60,000 (Fifty-One Lakh Sixty Thousand) equity shares of Rs.10/-(Rupees Ten Only) through preferential issue to the proposed Promoter/Promoter Group and non-promoter persons as mentioned under Item no 3.
ii. 1,09,50,000 (One Crore Nine Lakh Fifty Thousand) warrants issued to the proposed Promoter/Promoter Group and non-promoter persons as mentioned under Item no 4 pursuant to this notice are fully convertible into equity shares, failing which the percentage will change accordingly.

iii. 88,87,241 (Eighty-Eight Lakhs Eighty-Seven Thousand Two Forty One) Equity Shares issued to the shareholders of Rasvat Food Specialities Private Limited mentioned in Item no.5.
3) Post issue holding of all the other shareholders is assumed to remain the same, as it was on the date on which the pre-issue shareholding pattern was prepared except as mentioned under point no 2 above.

8. Amount which the Company intends to raise by way of such securities/size of the issue:

Issuance of up to 51,60,000 (Fifty-One Lakh Sixty Thousand Only) fully paid-up equity shares of face value of Rs. 10/- (Rupees ten only) each, in one or more tranches, at a price of Rs.10/- (Rupees Ten only) per equity share (“Equity Shares”) aggregating to an amount not exceeding Rs. 5,16,00,000 (Rupees Five Crore Sixteen Lakh Only ) in aggregate.

9. Proposal/ Intention of the Promoters, Directors, Key Managerial Personnel or Senior management to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

By virtue of this proposed issue to the Proposed Promoter and Promoter Group there may be a requirement of compliance of Regulation 3 & 4 of the SEBI SAST Regulation and Proposed Promoter needs to give an open offer as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") this allotment will result into an open offer.

None of the Directors or key managerial personnel or senior management of the Company intends to subscribe to any of the Equity Shares proposed to be issued under the Preferential Issue or otherwise contribute to the preferential issue or separately in furtherance of the objects specified herein above.

10.Proposed time frame within which the Preferential Issue shall be completed:

As required under the SEBI ICDR Regulations, the Company shall complete the allotment of shares on or before the expiry of 15 (fifteen) days from the date of passing of the special resolution by the members of the Company for issue of Equity Shares, provided that where the issue and allotment of the shares is pending on account of pendency of any approval or permission by any regulatory authority or the Central Government (including but not limited to the inprinciple approval of the stock exchange for the issuance of the Equity Shares to the Proposed Allottees on a preferential basis), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

11.Principal terms of assets charged as securities: Not applicable.

12.Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares to Proposed Promoters and Promoter Group and certain identified non-promoter persons.

13.No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the previous financial year i.e. 2023-24, no preferential allotment of securities was made by the Company.

The Company has not made any preferential allotment during the current financial year 2024-25.

14.Valuation for consideration other than cash: Not Applicable

15.The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not applicable

16.Lock-in Period:

(a) The pre-preferential shareholding of the Proposed Allottees, if any, in the Company shall be subject to lockin as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
(b) The proposed allotment of Equity Shares pursuant to this resolution shall be subject to a lock-in for such period as per the provisions of Chapter V of the SEBI ICDR Regulations.

17.Listing:

The Company will make an application to BSE Limited (the stock exchange) at which the existing shares are listed, for listing of the proposed preferential issue of Equity Shares.

18.Practicing Company Secretary’s Certificate:

The certificate from Mrs. N. Vanitha, Practicing Company Secretary, M. No.: A26859, CoP. No. 10573 certifying that the proposed Preferential Issue is in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the members at the registered office of the Company during working hours, during the e-voting period and is also hosted on website of the Company which can be accessed at the link: www.supratrendsltd.com.

19.Registered valuer certificate under regulation 166A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with name and address of the valuer.

Accordingly, in terms of Regulation 165 of the SEBI ICDR Regulations, 2018, if the shares of the Company are not frequently traded on stock exchange, the aforesaid equity shares(s) shall be allotted in accordance with the price determined in terms of Regulation 165 of the SEBI (ICDR) Regulations, 2018.

In terms of Regulation 165 of the SEBI (ICDR) Regulations, 2018, as the equity shares of the Company are not frequently traded, the Company has obtained a valuation report dated 14[th] August, 2024 from Ms. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 (‘Registered Valuer / Independent Valuer’) and the Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website www.supratrendsltd.com.com and websites of stock exchange i.e. BSE Limited.

The issue price per equity share is arrived at Rs 10/- (Rupees Ten only) per equity share based on the valuation report issued on 14[th] August, 2024 by Mrs. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385. Since, there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company. Accordingly, there is no adjustment in pricing is required in terms of Regulation 166 of the SEBI (ICDR) Regulations, 2018.

Considering the aforesaid requirements under Regulation 165 & 166A(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Articles of Association of the Company, we have determined the Fair Value of Equity Shares as per Regulation 165 read with Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The fair price for subscription as per their valuation report issued on 14[th] August, 2024 by Ms. Nirmala

Rani Mullapudi , Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 is Rs.10/- per equity shares of Rs. 10/- each. The valuation report is available at the website of the company at www.supratrendsltd.com.

20.Voting pattern of the Committee of Independent Directors meeting:

S.No.	Name of the Director	Designation	Chairman/Member	Vote
1	Mr. Sridhar Seshadri Gundavarapu	Independent Director	Chairman	For
2	Mrs. Savithri Penumarthi	Independent Director	Member	For
3	Mr. Raghavendra Kumar Koduganti	Independent Director	Member	For

The company has 3 independent directors and all the independent directors have attended the meeting scheduled on Wednesday, 14[th] August, 2024.

21.Identity of the Proposed Allottees (including natural persons who are the ultimate beneficial owners of Equity Shares proposed to be allotted and/or who ultimately control), class of the Proposed Allottees, the percentage (%) of post preferential issue capital that may be held by them and change in control, if any, consequent to the preferential issue:

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Name and Details of the Proposed Class or classes Identity of the Pre- No of Post Post
Category (public Allottees (name, address, of Proposed natural persons who issue Equity Issue issue
/ promoter) of country of incorporation Allottees Post are the ultimate equity shares Equity Perce
the Proposed /residency) Issue beneficial owners of holding to be holding ntage
Allottees. the shares proposed and allotted of
Current Status to be allotted and/or (%) share
of the Allotee who ultimately s held
control the (%)
Proposed Allottees
Name: Nethala Address: Sarada Nagar, Promoter Group - NA 0 50000 50000 0.20
Sainag Road No. 4/A, Pochamma Individual (0%)
Temple back side,
Dilsukhnagar, Saroornagar,
Rangareddi, Telangana,
500060
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Kovuri Address: 17-112, Kamala Promoter Group - NA 0 600000 600000 2.35
Manjula Nagar, Dilsukh Nagar, Individual (0%)
Saroor Nagar, P & T colony,
KV Rangareddy, Saroor
Nagar, Telangana, 500060
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
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Name: Kovuri Address: 17-112, Kamala Promoter Group - NA 0 150000 150000 0.59
Kalpana Nagar, Road No.3, Dilsukh Individual (0%)
Nagar, Rangareddi,
Telangana, 500060
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Kancharla Address: 2/62/1, Palur Non-Promoter - NA 0 50000 50000 0.20
Rajasekhara Cuddapah, Andhra Pradesh – Individual (0%)
Reddy 516421
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Kambham Address: 12-2-827/6, Flat Non-Promoter - NA 0 50000 50000 0.20
Keerthi Reddy No.106, VBA Residency, Individual (0%)
Kanthi Nagar Colony, Near
Amba Theatre,
Mehdipatnam, Hyderabad,
500028, Telangana
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Address: 3-5-141/1/A, Eden Non-Promoter - NA 0 50000 50000 0.20
Ghansham Das Baugh Road, Ramkote, Individual (0%)
Gilada Nampally, Hyderabad,
Telangana, 500001.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Bhaskara Address: H NO 6-36/1/404 Non-Promoter - NA 8 100000 100008 0.39
Reddy Kasa Sri Nilayam, Chandanagar, Individual (0%)
Rangareddy, Hyderabad
Telangana - 500050
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Bethi Address: Flat No 1601 A- Non-Promoter - NA 0 50000 50000 0.20
Vijayasree Block, Lansum Etania Individual (0%)
Apartments, Near MyHome
Avatar, Nanakramguda,
Rajendranagar, Hyderabad,
500089, Telangana
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
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Name: Vivek Address: Plot No. 6-3- Non-Promoter - NA 0 500000 500000 1.96
Surana 663/7/c, F No. 301, VV Individual (0%)
Vishnu's Habitat, Rajbhavan
Road, Somajiguda, Opp.
Maruti Showroom, Maa
Santosh Dhaba Building,
Hyderabad, Telangana,
500082
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Nisha Address: P No.107, H.No.3- Non-Promoter - NA 0 500000 500000 1.96
Rathi 4-174/AF/107, Ambience Individual (0%)
Fort, Pillar No.125, Lane
next to Spencer, Attapur,
Rajendranagar, K V
Rangareddy, 500048,
Telangana, India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Address: C 705 Wing-C Non-Promoter - NA 0 150000 150000 0.59
Nallapareddy Frotune One, Ward-12 Block Individual (0%)
Hima Bindu K, Banjarahills, Hyderabad,
500034, Telangana, India
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Chappidi Address: 3 76 Himakuntla, Non-Promoter - NA 0 50000 50000 0.20
Siva Kumar Cuddapah, 516454, Andhra Individual (0%)
Reddy Pradesh, India
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Boosa Address: H.No. 8-3- Non-Promoter - NA 0 50000 50000 0.20
Ramreddy 228/505/ D/F1, Rahmath Individual (0%)
Nagar, Yousuf Guda,
Hyderabad, Telangana,
500045
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Sushant Address: Flat No 502, Non-Promoter - NA 0 300000 300000 1.18
Mohan Lal Ridgewood Residency, Plot Individual (0%)
No 110, Street No 3, West
Marredpally, Secunderabad,
500026, Telangana
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Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Rupesh Address: 3-1-39/310, F No Non-Promoter - NA 0 100000 100000 0.39
Soni Nimboliadda, Near Traffic Individual (0%)
Police Station, Kachiguda,
Himayathnagar, Hyderabad,
Telangana, India 500027
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Lizy Address: 19 9th Cross Non-Promoter - NA 0 50000 50000 0.20
Pappachen Maruthy Nagar, Madiwala P Individual (0%)
O Opp Padmavathi School,
Bangalore Rural, 560068,
Karnataka, India
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Pranitha Address: 8-3-565, Non-Promoter - NA 0 100000 100000 0.39
Shashi Raj Dara Krishnaveni Apts, Flat Individual (0%)
No.201, 2 [nd] Floor, Erramazil
Colony, Somajiguda,
Khairatabad, Hyderabad,
500084, Telangana.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Address: Flat 103 b wing, Non-Promoter - NA 0 200000 200000 0.78
Deepashree Celestial grand apatments, Individual (0%)
Vemuri Road No.1, Banjara Hills
Khairatabad, Hyderabad,
Telangana, 500034
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Sirisha Address: Flat 101, Sri Ram Non-Promoter - NA 0 200000 200000 0.78
Vemury Residency, Sree Bagh Individual (0%)
Colony, Sree Bagh Colony,
Near Jayabheri Silicon
County, Kondapur, K.V.
Rangareddy, 500084,
Telangana, India
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
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Name: Paidi Address: H No. 3-145/25, Non-Promoter - NA 0 150000 150000 0.59
Kristappa Saraswathi Enclave, Individual (0%)
Gurramguda, Nadergul, K V
Rangareddy, Telangana,
501510
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Address: Flat No. 303 Non-Promoter - NA 0 50000 100001 0.39
Guruswamy Swagruha Nirman, Individual (0%)
Christopher Brindavan Colony, A S Rao
Nagar, ECIL, Secunderabad,
Hyderabad, 500062,
Telangana, India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Dyta Siva Address: Flat No LH 7 302, Non-Promoter - NA 0 100000 100000 0.39
Kumar Manikonda, Rajendra Nagar Individual (0%)
Mandal, Lanco Hills,
500089, Telangana, India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Prem Address: 63-2-3, Non-Promoter - NA 0 300000 300000 1.18
Latha Ramalayam street, Patamata Individual (0%)
Pamidimarri Lanka, Venkateswarapuram,
Vijayawada, Krishna,
Andhra Pradesh, 520010
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: K N V Address: 8- 143, Non-Promoter - NA 0 460000 879866 3.45
Durgavathi Kapileswarapuram, Krishna, Individual (0%)
521246, Andhra Pradesh,
India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Address: 10-1-389, Non-Promoter - NA 0 200000 200000 0.78
Ponnamaneni Santhosh Nagar, Individual (0%)
Padma Karimnagar- 505001,
Telangana, India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
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Name: K S R S Address: Sf-1, Meadows Non-Promoter - NA 0 120000 195001 0.76
P Vamsi Lakshmi Court, Plot-72, Road 70, Individual (0%)
Prashasan Nagar, Jubliee
Hills, Hyderabad, 500033,
Telangana, India..
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Ganesh Address: Plot No.118, Non-Promoter - NA 0 100000 100000 0.39
Srinivas Dwarakamai Nagar, Individual (0%)
Rayapudi Sampoorna Theatre,
Vanastalipuram, K.V Ranga
Reddy- 500070, Telangana,
India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Garre Address: F No. 101, 1st Non-Promoter - NA 160 180000 280170 1.10
Raghavendra Rao floor, M C H No. 1-10- Individual (0.03)
49/50, Padmini Apartment,
Street 3, Chikoti Garden,
Begumpet, Hyderabad-
500016, Telangana, India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Sudha Address: Villa No. 17, Non-Promoter - NA 0 100000 100000 0.39
Rani Pavuluri Meenakshi Bamboos, Opp. Individual (0%)
Ramki Towers,
Serilingampally,
Gachibowli, K V
Rangareddy, Hyderabad,
500032, Telangana, India.
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Name: Address: 1-9-311/B Street Non-Promoter - NA 0 100000 100000 0.39
Sudheendra No.6, Achyuth, Reddy Marg, Individual (0%)
Vemula Beside Red Cross Blood
Bank, Hyderabad, 500044,
Telangana, India
Current Status Country of Residence:
of the Allotee: India
Do not hold any
shares and is non
promoter
Total 168 5160000 5805046 22.77
(0.03)
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22. Undertaking:

The Company hereby undertakes that:

a. None of the Company, its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations;
b. The Company is eligible to make the Preferential Issue to the Proposed Allottees under Chapter V of the SEBI ICDR Regulations;
c. The Company shall re-compute the price of the equity shares to be allotted under the Preferential Issue, in terms of the provisions of SEBI ICDR Regulations where it is required to do so including pursuant to Regulation 166 of the SEBI ICDR Regulations;
d. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid.

23. Other Disclosures:

a. The pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
Further, the Proposed Allottees have not transferred their respective Equity Shares in the Company during the 90 trading days preceding the Relevant Date.
b. The Company is in compliance with the conditions for continuous listing, and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.
c. Neither the Company nor any of its directors or Promoters are categorized as wilful defaulter(s) or fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulter(s) issued by the Reserve Bank of India. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.
d. Neither the Company nor any of its directors and/ or Promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.
e. The Company does not have any outstanding dues towards SEBI, the Stock Exchange or the depositories.
f. The Proposed Promoter and promoter group are proposed to become the promoter and promoter group of the Company and will continue to be the promoter and promoter group of the Company post the Preferential Issues of Equity Shares.
g. The proposed preferential issue is not being made to any body-corporate incorporated in, or a national of, a country which shares a land border with India.

Issue of the said Equity Shares would be well within the expanded Authorized Share Capital of the Company subject to the approval of Shareholders in Item No. 01. The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in Item No. 03 in the accompanying notice for approval by the Members.

No preferential allotment is being made to any director of the Company or their relatives or key managerial personnel of the Company.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

Accordingly, the Board, therefore, recommends the proposed resolution as set out at Item No.3 to the Notice, to the members of the company for their approval by way of passing Special resolution.

Item No. 4:

read with rules thereto and Regulation 163 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) are as under:

In light of the above, based on the recommendation of the Audit Committee and Committee of Independent Directors vide their resolutions dated Wednesday, 14[th] August, 2024, the Board of Directors of the Company (“Board”) at its meeting held on dated Wednesday, 14[th] August, 2024 considered and approved raising of funds, subject to the approval of the members and such other requisite approvals as may be required, approved raising of funds by way of issuance upto 1,09,50,000 (One Crore Nine Lakh Fifty Thousand Only) (hereinafter referred to as “Warrants”) Share Warrants carrying an entitlement to subscribe to an equivalent number of Equity Shares having face value of Rs. 10/(Rupees Ten Only) each aggregating to an amount not exceeding Rs. 10,95,00,000 (Rupees Ten Crore Ninety-five Lakh Only) for cash consideration, free from all the encumbrances to Proposed Promoters and Promoter Group and Non Promoters, by way of preferential issue (“Preferential Issue”) under (i) the Companies Act, 2013 (“Act”) and the relevant rules made thereunder; (ii) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) (iii) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended from time to time. The aforementioned approval of the Board is subject to approval of the shareholders and BSE Limited (“BSE”).

Accordingly, the approval of the Members of the Company is being sought, by way of special resolution, to create, issue, offer and allot Equity Shares by way of preferential issue through private placement to the Proposed Allottees in accordance with the provisions of Sections 23(1)(b), 42 and 62, and other applicable provisions, if any, of the Act, and rules framed thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (collectively as “Rules”), SEBI ICDR Regulations, SEBI LODR Regulations and any other applicable laws, circulars, rules, regulations, guidelines, notifications and clarifications issued by Ministry of Corporate Affairs (“MCA”) and other regulatory authorities, from time to time, including with respect to the pricing of the Equity Shares proposed to be issued by way of a Preferential Issue.

The Board considered that the minimum price of the Equity Shares is Rs. 10/- (Rs. Ten only) as determined by the Ms. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 (‘Registered Valuer / Independent Valuer’) as per Regulation 164 of the SEBI (ICDR) Regulation, 2018 for issuance of shares upon conversion of warrants. The Board considered that the price of Rs. 10/- (Rs. Ten only) per equity share of Rs. 10/- each fully paid up proposed to be issued upon conversion of each warrant for one Equity Share of Rs. 10/- each. Therefore, the Company may issue warrants of Rs. 10/- (Rs. Ten only) convertible into 1 (One) equity share of Rs. 10/- (Rs. Ten only) each of the Company per share for every warrant of the company to the proposed investors/ allotees. The Board further considered that the holder of warrants would have the option to apply for and be allotted 1 (one) Equity Share of Rs. 10/- (Rs. Ten only) each of the Company for one warrant, in one or more tranches, at any time after 9 months from the date of Allotment of warrants but before the expiry of 18 months.

Necessary information/ details in respect of the proposed preferential allotment in terms of Sections 42 and 62 of the Act, read with the Rules and Chapter V of the SEBI ICDR Regulations are as under:

1. Particulars of the issue of Equity Shares including the material terms of issue, date of passing of Board resolution, kind of securities offered, and the issue price:

The Board of Directors of the Company in their meeting held on Wednesday, 14[th] August, 2024, approved raising of funds aggregating up to 1,09,50,000 (One Crore Nine Lakh Fifty Thousands Only) unlisted convertible warrants (“Convertible Warrants”) to the identified investors, as detailed herein below (“Proposed Convertible Warrant Allottees”), belonging to both “Promoter & Promoter Group” and “Non Promoters” Category, on a preferential issue basis, for cash consideration for an issue price of Rs. 10/- (Rupees Ten only) per Convertible Warrant (“Issue Price), each Convertible Warrant carrying a right to subscribe to 1 (One) Equity Share of face value of Rs. 10/-(Rupees Ten only) each per equity share for each Convertible Warrant, on a preferential basis, from time to time, in one or more tranches, at any time after 9 months from the date of allotment of warrants but before the expiry of 18 months, for an amount aggregating upto Rs.10,95,00,000 (Rupees Ten Crore Ninety-five Lakh Only) and on such other terms and conditions as set out below and in the Explanatory Statement annexed to the Notice convening this meeting and as the Board may in its absolute discretion think fit and decide, by way of a preferential issue through private placement offer, that have agreed to subscribe to the proposed preferential issue and has confirmed their eligibility in terms of Regulation 159 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”).

Details of the Issue:

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S.N Name of the Proposed Category (‘Promoter/Promoter Max. No. of equity shares Subscription
o. Convertible Warrant Group’/ Non Promoter) proposed to be allotted @ Rs. 10/- Upfront amount
Allottees per equity share and max. amount in Rupees (Rs)
of investment
No of shares Amount in Rs
1 Sharada Kovuri Promoter Group- Individual 6,00,000 60,00,000 15,00,000
2 Kovuri Bhanu Prakash Promoter Group- Individual 7,00,000 70,00,000 17,50,000
3 Ogha Investment & Promoter Group- Body corporate 10,00,000 1,00,00,000 25,00,000
Holdings Private Limited
(Formerly Ogha Advisory
Private Limited) (CIN No.
U64200TG2022PTC166962)
4 Koppuravuri Naga Venkata Promoter - Individual 12,00,000 1,20,00,000 30,00,000
Shyam Anirudh
5 Yadaiah Pasupula Promoter Group- Individual 7,00,000 70,00,000 17,50,000
6 Venkata Sesha Reddy Non-Promoter Individual 25,00,000 2,50,00,000 62,50,000
Mudimela
7 Vanteddu Lakshmi Priya Non-Promoter- Individual 25,00,000 2,50,00,000 62,50,000
Darshini
8 Nutalapati Venkatasubbarao Non-Promoter- Individual 17,50,000 1,75,00,000 43,75,000
Total 1,09,50,000 10,95,00,000 2,73,75,000
----- End of picture text -----

Regulations”), as amended from time to time, approval of the Members of the Company by way of special resolution is required to issue securities by way of private placement on a preferential basis.

The allotment of up to 1,09,50,000 (One Crore Nine Lakh Fifty Thousand Only) Warrants convertible into equivalent number of equity shares; for cash at a price of Rs.10/- (Rupees Ten Only).

2. Purpose/ Objects of the Issue:

The proceeds of the issue will be primarily used to meet any of the following purposes or any combination thereof as deemed fit by the management of the Company.

a. For expansion of new business opportunities and acquisition of companies
b. For working capital requirement purposes
c. For general corporate purposes

3. Maximum Number of Shares/ securities offered, the manner of issue of Shares and the pricing of preferential issue:

It is proposed to issue and allot in aggregate and up to 1,09,50,000 (One Crore Nine Lakh Fifty Thousand Only) Warrants of Rs.10/- (Rupees Ten Only) each (hereinafter referred to as “Warrants”) convertible into equity share of face value of 10/- each per share of the company for every warrant in proportion of 1 (One) equity share for 1 (One) Warrant. Please refer to Point No. 4 below for the basis for determining the price for the preferential issue.

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

The Company has obtained a valuation certificate dated 14th August, 2024 from Ms. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 (‘Registered Valuer / Independent Valuer’) and same has been updated on the Website of the company and Website link is https:// www.supratrendsltd.com.

The present issue price is Rs.10/- (Rupees Ten Only) each per each warrant as per the valuation arrived as per the valuation certificate. Since, there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company. Accordingly, there is no adjustment in pricing is required in terms of Regulation 166 of the SEBI (ICDR) Regulations, 2018.

5. Price/ price band at/ within which the Equity Shares are proposed to be issued:

The warrants are proposed to be issued at an issue price of Rs.10/- (Rupees Ten Only) each only being the minimum floor price Rs.10/- (Rupees Ten Only) each as determined as on the Relevant Date in accordance with the Regulation 164/165/166 of the SEBI (ICDR) Regulations, 2018 and other applicable laws. Please see point no 4 above for the basis of determination of the issue price.

6. Relevant Date:

'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price for the purposes of determination of pricing of the equity shares to be issued/allotted upon the conversion/or exchange of convertible warrants have taken as Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday, 19[th] September, 2024”).

7. Shareholding Pattern of the Company before and after the issue:

The pre-issue and post-issue shareholding pattern of the Company (considering full allotment of equity shares issued on preferential basis under item no 3,4 and 5) is given below:

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Category of shareholder Pre-preferential Preferential Warrants Swap of Post-Issue
issue Shareholding Issue Issue Shares
through
Acquistion
No. of % of No. of shares No. of No. of % of
shares Shares shares shares held Shares
held (assuming
full
conversion)
(A) Promoters /
Promoter Group’s
shareholding
(1) Indian
(a) Individuals/Hindu
0 0.00 800000 3200000 6394827 10401051 40.79
undivided Family
Subtotal (A) (1) 0.00 0 0 0 0 0.00
(2) Foreign Promoters 0 0.00 0 0 0 0 0.00
(a) Bodies Corporate 0 0.00 0 1000000 172501 1172501 4.60
Sub Total (A) (2) 0 0.00 0 0 0 0.00
Total Promoter/
Promoter Group
0 0.00 800000 4200000 6567328 11573552 45.39
Shareholding
(A)=(A)(1)+(A)(2)
(B) Public Shareholding 0 0.00
(1) Institutions 0 0.00 0 0 0 0.00
(a) Mutual Funds 0 0.00 0 0 0 0 0.00
(b) Alternative Investment
0 0.00 0 0 0 0 0.00
Fund
(c) Financial
0 0.00 0 0 0 0 0.00
Institutions/Banks
(d) Foreign Portfolio
0 0.00 0 0 0 0 0.00
Investors
(e) Qualified Institutional
0 0.00 0 0 0 0 0.00
Buyer
----- End of picture text -----*

==> picture [512 x 376] intentionally omitted <==

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

(f) Insurance Companies 0 0.00 0 0 0 0 0.00
(g) Central Government /
25000 5.00 0 0 0 25000 0.10
President of India
Sub Total (B) (1) 25000 5.00 0 0 0 25000 0.10
(2) Non-Institutions 0 0.00 0 0.00
(a) Clearing Members 0 0.00 0 0 0 0 0.00
(b) Bodies Corporate 9561 1.91 0 0 300001 309562 1.21
(c) NBFC 0 0.00 0 0 0 0 0.00
(d) Non-Resident Indians 0 0.00 0 0 0 0 0.00
(e) Trusts 70 0.01 0 0 0 70 0.00
(f) IEPF 0 0.00 0 0 0 0 0.00
(g) NRI 2409 0.48 0 0 0 2409 0.01
(h) Individuals
0.00
Shareholders
- Holding nominal share
385130 77.03 0 0 0 378906 1.49
capital up to Rs. 2 Lakh
- Holding nominal share
capital in excess of Rs. 2 77830 15.57 4360000 6750000 2019912 13207742 51.80
Lakh
Sub Total (B) (2) 475000 95.00 4360000 6750000 2319913 1,38,98,689 54.51
Total Public
Shareholding (B)= (B)(1) 500000 100.00 4360000 6750000 2319913 1,39,23,689 54.61
+(B)(2)
(C) Custodians for
0 0.00 0 0 0 0 0.00
GDRs and ADRs
TOTAL (A)+(B)+(C) 500000 100.00 5160000 10950000 8887241 2,54,97,241 100.00
----- End of picture text -----

BSE Limited (“the Stock Exchange”) has approved the Re-classification of Promoters vide its approval letter dated
Thursday, 7[th] August, 2024 for 880 equity shares of the Outgoing promoters, accordingly the outgoing promoters share are considered under Public Category in the above Shareholding pattern.

Notes:

1) The pre-issue shareholding pattern is as on Friday, 16[th] August, 2024.
2) The post-issue paid-up share capital of the Company is subject to alterations on account of any further allotment of Equity Shares, assuming allotment of:
i. 51,60,000 (Fifty-One Lakh Sixty Thousand) equity shares through preferential issue to the proposed Promoter/Promoter Group and non-promoter persons as mentioned under Item no 3.
ii. 1,09,50,000 (One Crore Nine Lakh Fifty Thousand) warrants issued to the proposed Promoter/Promoter Group and non-promoter persons as mentioned under Item no 4 pursuant to this notice are fully convertible into equity shares, failing which the percentage will change accordingly.
iii. 88,87,241 (Eighty-Eight Lakhs Eighty-Seven Thousand Two Forty One) Equity Shares issued to the shareholders of Rasvat Food Specialities Private Limited mentioned in Item no.5.
3) Post issue holding of all the other shareholders is assumed to remain the same, as it was on the date on which the pre-issue shareholding pattern was prepared except as mentioned under point no 2 above.

8. Amount which the Company intends to raise by way of such securities/ size of the issue:

Issuance of up to 1,09,50,000 (One Crore Nine Lakh Fifty Thousand Only) Share Warrants carrying an entitlement to subscribe to an equivalent number of Equity Shares having face value of Rs.10/- (Rupees Ten Only) each (hereinafter referred to as “Warrants”) aggregating to an amount not exceeding Rs. 10,95,00,000 (Rupees Ten Crore Ninety-five Lakh Only) .

9. Proposal/ Intention of the Promoters, Directors, Key Managerial Personnel or senior management to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

10. Proposed time frame within which the Preferential Issue shall be completed:

11. Principal terms of assets charged as securities: Not Applicable.

12. Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Warrants to Proposed promoter and Promoter Group and certain identified non-promoter persons.

13. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the previous financial year i.e. 2023-24, no preferential allotment of securities was made by the Company.

The Company has not made any preferential allotment during the current financial year 2024-25.

14. Valuation for consideration other than cash : Not Applicable

15. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable

16. Lock-in Period:

(a) The pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
(b) The Warrants and Equity Shares arising out of conversion of Warrants shall be subject to a Lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

17. Listing:

The Company will make an application to BSE Limited (the stock exchange) at which the existing shares are listed, for listing of the proposed preferential issue of Equity Shares arising out of conversion of Warrants.

18. Practicing Company Secretary’s Certificate:

The certificate from Mrs. Vanitha Nagulavari, Practicing Company Secretary, M. No.: A26859, CoP. No.10573 certifying that the proposed Preferential Issue is in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the members at the registered office of the Company during working hours, during the e-voting period and is also hosted on website of the Company which can be accessed at the link: www.supratrendsltd.com.

19. Registered valuer certificate under regulation 166A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with name and address of the valuer.

In terms of Regulation 165 of the SEBI (ICDR) Regulations, 2018, as the shares are not frequently traded, the Company has obtained a valuation report dated 14[th ] August, 2024 from Mrs. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 and The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website www.supratrendsltd.com and websites of stock exchange i.e. BSE Limited.

The present issue price of Rs. 10/- (Rupees Ten Only) per equity share as per the valuation arrived as per the valuation certificate. Since, there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company. Accordingly, there is no adjustment in pricing is required in terms of Regulation 166 of the SEBI (ICDR) Regulations, 2018.

Considering the aforesaid requirements under Regulation 165 & 166A(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Articles of Association of the Company, we have determined the Fair Value of Equity Shares as per Regulation 165 read with Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the fair price for subscription as per their valuation report will be Rs. 10 /- per equity shares of Rs. 10/each. Same certificate is available at the website of the company at www.supratrendsltd.com

20. Material terms of Warrants

a. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted one equity share against each Warrant.
b. The “Relevant Date” as per the Chapter V of the SEBI ICDR Regulations, determination of the floor price for the proposed preferential issue of Convertible Warrants exercisable into Equity Shares is of price of the Equity Shares shall be Tuesday, 20[th] August, 2024;
c. An amount equivalent to 25% of the Warrant Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares, if and when the right attached to Warrant(s) to subscribe for the Equity Share(s) is exercised. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares.
d. The Warrants shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Warrants is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.
e. The price determined above and the number of Equity Shares to be allotted on conversion of the Warrants shall be as Rs. 10/- (Rupees Ten only) which is calculated upfront of the issue as per the Valuation from Independent Registered Valuer under the rules, regulations and laws, of the SEBI ICDR.
f. The Warrant holders shall be entitled to all future corporate actions including but not limited to issue of bonus / rights, if any, and the Company shall reserve proportion of such entitlement for the Warrant holders.
g. The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time after 9 months from the date of Allotment of the convertible warrants but before the expiry of 18 months by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form.
h. The Equity Shares to be allotted on exercise of the Warrants shall be fully paid up and rank Pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
i. In the event the Warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited.
j. The Warrants proposed to be allotted shall be subject to a lock-in to be determined in accordance with the provisions of the SEBI ICDR Regulations. The lock-in on the Equity Shares resulting from the exercise of the option under the Warrants shall be reduced to the extent the Warrants have already been locked-in.
k. The Equity Shares arising from the exercise of the Convertible Warrants will be listed on BSE Limited where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be and shall inter alia be governed by the regulations and guidelines issued by SEBI or any other statutory authority.
l. The entire pre- preferential allotment equity shareholding of the proposed Allottees if any, shall be subject to lock-in as per Regulation 167(6) of the SEBI ICDR Regulations.
m. Without prejudice to the generality of the above, the proposed preferential issue of Convertible Warrants exercisable into Equity Shares Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act and Chapter V of the SEBI ICDR Regulations, annexed hereto, which shall be deemed to form part hereof.

21. Voting pattern of the Committee of Independent Directors meeting:

S.No .	Name of the Director	Designation	Chairman/Mem ber	Vote
1	Mr. Sridhar Seshadri Gundavarapu	Independent Director	Chairman	For

2	Mrs. Savithri Penumarthi	Independent Director	Member	For
3	Mr. Raghavendra Kumar Koduganti	Independent Director	Member	For

The company has 3 independent directors and all the independent directors have attended the meeting scheduled on 14th August, 2024.

22. Identity of the Proposed Allottees (including natural persons who are the ultimate beneficial owners of Equity Shares proposed to be allotted and/or who ultimately control), class of the Proposed Allottees, the percentage (%) of post preferential issue capital that may be held by them and change in control, if any, consequent to the preferential issue:

Name and Category (public / promoter) of the Proposed Allottees. Current Status of the Allotee	Details of the Proposed Allottees (name, address, country of incorporatio n /residency)	Class or classes of Proposed Allottees Post Issue	Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the Proposed Allottees	Pre- issue equity holding (%)	No of warrants to be allotted	Post Issue Equity holding	Post issue Percentag e of shares held (%)
Name:Sharada Kovuri	Address:17 112, Kamala Nagar, Dilsukh Nagar, Road No. 3, Hyderabad- 500060, Telangana, India.	Promoter Group - Individua l	NA	0	6,00,000	8,00,010	3.14
Current Status of the Allotee: Do not hold any shares and is non promoter	Country of Residence: India
Name:Kovuri Bhanu Prakash	Address:17 112, Kamala Nagar, Dilsukh Nagar, Hyderabad- 500060, Telangana, India.	Promoter Group - Individua l	NA	0	7,00,000	7,00,000	2.75

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

Current Status Country of
of the Allotee: Residence:
Do not hold any India
shares and is
non promoter
Name: Ogha Address: H Promoter 1.Koppuravuri 0 10,00,000 10,00,000 3.92
Investment & No. 6-3- Group – NagaVenkata
Holdings Private 1085/1, 1086 Body Shyam Anirudh
Limited and 108, F Corporate Address:P No. 502,
(Formerly Ogha No. 502, Block 2 A, Alpine
Advisory Alpine Heights, Apts Raj
Private Limited) Heights, Bhavan Road,
Somajiguuda, Somajiguuda,
Hyderabad- Hyderabad-
500082, 500082, Telangana,
Telangana, India.
India. Shareholding: he is
Current Status Country of holding 80% equity
of the Allotee: Residence: shares in the
Do not hold any India company.
shares and is
non promoter 2.Narasimha Rao
Koppuravuri
Address: P No.
502, Block 2 A,
Alpine Heights,
Apts Raj Bhavan
Road,
Somajiguuda,
Hyderabad-
500082, Telangana,
India.
Shareholding: he is
holding 20% equity
shares in the
company.
Name: Address: P Promoter NA 6224 12,00,000 13,06,225 5.12
Koppuravuri No. 502, -
Naga Venkata Block 2 A, Individua
Shyam Anirudh Alpine l
Heights, Apts
Raj Bhavan
Road,
Somajiguuda,
Hyderabad-
500082,
Telangana,
India.
Current Status Country of
of the Allotee: Residence:
He holds 6224 India
equity shares
and he is non
promoter
----- End of picture text -----

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

Name: Yadaiah Address: 1-4- Promoter NA 0 7,00,000 7,50,001 2.94
Pasupula 257, Road Group -
No.9, New Individua
Maruthinagar l
Colony,
Kothapet,
Hyderabad,
500035,
Telangana,
India.
Current Status Country of
of the Allotee: Residence:
Do not hold any India
shares and is
non promoter
Name: Venkata Address: F Non- NA 0 25,00,000 25,00,000 9.80
Sesha Reddy 802, DSR Promoter
Mudimela Fortune -
Prime, Kavuri Individua
Hills, l
Madhapur,
Hyderabad,
500081,
Telangana,
India.
Current Status Country of
of the Allotee: Residence:
Do not hold any India
shares and is
non promoter
Name: Address: 15- Non- NA 0 25,00,000 25,00,000 9.80
Vanteddu 21- Promoter
Lakshmi Priya 150/17/101, -
Darshini Balaji Nagar, Individua
Kukatpally, l
Medchal,
Telangana,
500072
Current Status Country of
of the Allotee: Residence:
Do not hold any India
shares and is
non promoter
----- End of picture text -----

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

Name: Address: '8- Non- NA 0 17,50,000 17,50,000 6.86
Nutalapati 2-465, Flat Promoter
Venkatasubbara No. 108, -
o Road No.4, Individua
Studio l
Sikhamore
Apartments,
Banjara Hills,
Hyderabad-
500034,
Telangana,
India
Current Status Country of
of the Allotee: Residence:
Do not hold any India
shares and is
non promoter
Total 6224 1,09,50,00 1,13,06,236 44.34
0
----- End of picture text -----

23. Undertaking:

The Company hereby undertakes that:

a. None of the Company, its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations;
b. The Company is eligible to make the Preferential Issue to the Proposed Allottees under Chapter V of the SEBI ICDR Regulations;
c. The Company shall re-compute the price of the equity shares to be allotted under the Preferential Issue, in terms of the provisions of SEBI ICDR Regulations where it is required to do so including pursuant to Regulation 166 of the SEBI ICDR Regulations;
d. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the Preferential Issue shall continue to be lockedin till the time such amount is paid.

24. Other Disclosures:

a. The pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations. Further, the Proposed Allottees have not transferred their respective Equity Shares in the Company during the 90 trading days preceding the Relevant Date.
b. The Company is in compliance with the conditions for continuous listing, and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.
c. The Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid.

d. The Company does not have any outstanding dues towards SEBI, the Stock Exchange or the depositories.
e. The Proposed Promoter and promoter group are proposed to become the promoter and promoter group of the Company and will continue to be the promoter and promoter group of the Company post the Preferential Issues of Equity Shares.
f. The proposed preferential issue is not being made to any body-corporate incorporated in, or a national of, a country which shares a land border with India.

Issue of the said Equity Shares would be well within the expanded Authorized Share Capital of the Company subject to the approval of Shareholders in Item No. 01. The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in Item No. 04 in the accompanying notice for approval by the Members.

No preferential allotment is being made to any director of the Company or their relatives or key managerial personnel of the Company.

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

Accordingly, the Board, therefore, recommends the proposed resolution as set out at Item No.4 to the Notice, to the members of the company for their approval by way of passing Special resolution.

Item No. 5:

In light of the above, based on the recommendation of the Audit Committee and Committee of Independent Directors vide their resolutions dated Wednesday, 14[th] August, 2024, the Board of Directors of the Company (“Board”) at its meeting held on dated Wednesday, 14[th] August, 2024 considered and approved to create, offer, issue and allot up to more than 88,87,241 (Eighty Eight Lakhs Eighty Seven Thousand Two hundred and Forty One only) (“Subscription Shares") equity shares of Company having face value of Rs.10/- each (Rupees Ten Only) each, at a price of Rs.10/each (Rupees Ten Only) per equity share, which is not less than the floor price as on the Relevant Date, determined in accordance with Chapter V of the ICDR Regulations, and the fair value per equity share of the Company as on the Relevant Date for consideration other than cash (being swap of the equity shares of Rasvat Food Specialties Private Limited (“Rasvat”) towards discharge of the purchase consideration of Rs 8,88,72,410 (Rupees Eight Crores Eighty Eight Lakhs Seventy Two Thousand Four Hundred and Ten Only) payable by the Company to the shareholders of Rasvat (collectively, the “Proposed Allottees”) belonging to both “Promoter & Promoter Group” and “Non Promoters” Category, on a preferential issue basis, for acquisition of 88,87,241 (Eighty Eight Lakhs Eighty Seven Thousand Two hundred and Forty One only) equity shares of face value Rs.10/- (Indian Rupees Ten) each, representing 100% (Hundred Percent) of the paid-up equity share capital of Rasavat (“Preferential Issue”) under (i) the Companies Act, 2013 (“Act”) and the relevant rules made thereunder; (ii) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) (iii) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended from time to time. The aforementioned approval of the Board is subject to approval of the shareholders and BSE Limited (“BSE”).

Accordingly, the approval of the Members of the Company is being sought, by way of special resolution, to create, issue, offer and allot Equity Shares by way of preferential issue through private placement on preferential basis to the Proposed Allottees in accordance with the provisions of Sections 23(1)(b), 42 and 62, and other applicable provisions, if any, of the Act, and rules framed thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (collectively as “Rules”), SEBI ICDR Regulations, SEBI LODR Regulations and any other applicable laws, circulars, rules, regulations, guidelines, notifications and clarifications issued by Ministry of Corporate Affairs (“MCA”) and other regulatory authorities, from time to time, including with respect to the pricing of the Equity Shares proposed to be issued by way of a Preferential Issue.

The Board considered that the minimum price of the Equity Shares is Rs. 10 (Rs. Ten only ) as determined by the Ms. Nirmala Rani Mullapudi, Registered Valuer with IBBI Registration No. IBBI/RV/06/2020/13385 (‘Registered Valuer / Independent Valuer’) , as per Regulation 164 of the SEBI (ICDR) Regulation, 2018 for issuance of Swap shares to the shareholders of Rasvat.

The Equity Shares issued directly including pre-existing shareholding of the proposed allottee(s) if any shall be subject to lock-in and transferability restrictions as specified in Regulations 167 and 168 of the SEBI ICDR Regulations, as amended.

1. Particulars of the issue of Equity Shares including the material terms of issue, date of passing of Board resolution, kind of securities offered, and the issue price:

The Board of Directors of the Company in their meeting held on Wednesday, 14[th] August, 2024, approved to create, offer, issue and allot up to more than 88,87,241 (Eighty Eight Lakhs Eighty Seven Thousand Two hundred and Forty One only) (“Subscription Shares") equity shares of Company having face value of Rs.10/- each (Rupees Ten Only) each, at a price of Rs.10/- each (Rupees Ten Only) per equity share, which is not less than the floor price as on the Relevant Date, determined in accordance with Chapter V of the ICDR Regulations, and the fair value per equity share of the Company as on the Relevant Date for consideration other than cash (being swap of the equity shares of Rasvat Food Specialties Private Limited (“Rasvat”) towards discharge of the purchase consideration of Rs.8,88,72,410 (Rupees Eight Crores Eighty Eight Lakhs Seventy Two Thousand Four Hundred and Ten Only) payable by the Company to the shareholders of Rasvat (collectively, the “Proposed Allottees”) belonging to both “Promoter & Promoter Group” and “Non Promoters” Category, on a preferential issue basis, for acquisition of 88,87,241 (Eighty Eight Lakhs Eighty Seven Thousand Two hundred and Forty One only) equity shares of face value INR 10 (Indian Rupees Ten) each, representing 100% (Hundred Percent) of the paid-up equity share capital of Rasavat, (“Preferential Issue”) and on such other terms and conditions as set out below and in the Explanatory Statement annexed to the Notice convening this meeting and as the Board may in its absolute discretion think fit and decide, by way of a preferential issue through private placement offer, that have agreed to subscribe to the proposed preferential issue and has confirmed their eligibility in terms of Regulation 159 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”).

Details of the Issue:

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S.No. Name of the proposed Allottee Category (‘Promoter/Promoter Group’/ Max. no. of Equity
Non Promoter) Shares to be allotted
1 Ajjarapu Bhavani Promoter - Individual 557,340
2 Chelikam Raghuramreddy Promoter - Individual 250,000
3 Vishwa Prasad Nethi Promoter - Individual 200,001
4 Koppuravuri Naga Venkata Shyam Anirudh Promoter - Individual 100,001
5 Jhansi Sanivarapu Promoter Group- Individual 1,250,000
6 Vanaja Veeramreddy Promoter Group- Individual 1,250,000
7 Jwala Chaitanya Promoter Group- Individual 500,000
8 B T V Saraswati Promoter Group- Individual 250,001
9 Maddi Achyuth Promoter Group- Individual 50,101
10 Mounika Beeravolu Promoter Group- Individual 50,101
11 Santhoshe Kattekola Promoter Group- Individual 130,001
12 Satishbabu Ghanta Promoter Group- Individual 150,001
13 Srikanth Boddupalli Promoter Group- Individual 100,001
14 Supriya Radhakrishna komaragiri Promoter Group- Individual 100,001
15 Padma Rajender Thodupunur Promoter Group- Individual 400,001
16 Umasree Atchuta Promoter Group- Individual 80,001
17 Yandra Kavitha Promoter Group- Individual 300,001
18 Falgun Maheshbhai Oza Promoter Group- Individual 50,001
19 Kranthi Kumar Pulavena Promoter Group- Individual 100,001
20 N Vishwasindhuri Promoter Group- Individual 50,001
21 Yadaiah Pasupula Promoter Group- Individual 50,001
22 Nayanam Food Specialties Pvt Ltd Promoter Group- Body Corporate 172,501
23 Ravikanth Kancherla Promoter Group- Individual 177,251
24 Sharada Kovuri Promoter Group- Individual 200,010
25 Satyanarayana Atchuta Promoter Group- Individual 50,010
26 Aruna Paidi Non-Promoter – Individual 100,001
27 Hiral Paras Shah Non-Promoter - Individual 50,001
28 Innovar Software Solutions Pvt Ltd Non-Promoter - Body Corporate 300001
29 Naveen Kumar Proddutoori Non-Promoter - Individual 150001
30 Keval Prashant Shah Non-Promoter - Individual 50,001
31 K Pappitha Non-Promoter - Individual 15,001
32 Mallavarapu Nirmala Mary Non-Promoter - Individual 100,001
33 Rachit Nandish Doshi Non-Promoter - Individual 50,001
34 R Sampathkumar Non-Promoter - Individual 200,001
35 Shruthi Amruthnath Non-Promoter - Individual 30,001
36 Purnimaben Surendra Parikh Non-Promoter - Individual 25,001
37 Suryanarayana Malladi Non-Promoter - Individual 125,001
38 Sweta Chitrang Merchant Non-Promoter - Individual 50,001
39 S Vaatshalya Poorna Non-Promoter - Individual 30,001
40 K S R S P Vamsi Lakshmi Non-Promoter - Individual 75,001
41 Smita Prashant Pawar Non-Promoter - Individual 100,001
----- End of picture text -----

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

42 Garre Raghavendra Rao Non-Promoter - Individual 100,010
43 Ramchandram Chelikam Non-Promoter - Individual 100,010
44 Vudiga Rajendra Prasad Non-Promoter - Individual 200,010
45 K N V Durgavathi Non-Promoter - Individual 419,866
46 Guruswamy Christopher Non-Promoter - Individual 50,001
Total 8,887,241
----- End of picture text -----

In accordance with Sections 23(1)(b), 39,42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the rules made thereunder and in accordance with the ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), as amended from time to time, approval of the Members of the Company by way of special resolution is required to issue securities by way of private placement on a preferential basis.

2. Purpose/ Objects of the Issue:

Supra Trends Limited ( “Supra”) is embarking on a strategic acquisition as part of its growth plans to diversify its business segments. This acquisition marks a significant step towards expanding Supra’s portfolio and tapping into new opportunities for growth.

The proposed acquisition whereby post-acquisition will result in Rasvat Food Specialties Private Limited (“Rasvat”) becoming the wholly owned subsidiaries of the Target company. This will result in financial synergies with substantial revenue generating capability.

The Object of the Proposed Preferential Issue is to issue and allot the Subscription Shares (as defined hereinabove) to discharge the non-cash consideration of 8,88,72,410 (Rupees Eight Crores Eighty-Eight Lakhs Seventy Two Thousand Four Hundred and Ten Only) for acquisition of the Rasvat Swap Shares.

3. Maximum Number of Shares/ securities offered, the manner of issue of Shares and the pricing of preferential issue:

It is proposed to issue and allot in aggregate and up to 88,87,241 (Eighty-Eight Lakhs Eighty-Seven Thousand Two hundred and Forty One only) Equity Shares having face value of Rs.10/- Each at a price of Rs. 10/- per share to proposed allottees on preferential basis. Please refer to Point No. 4 below for the basis for determining the price for the preferential issue.

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

The price per share of Rasvat Food Specialties Private Limited (“Rasvat”) whose shares are purchased by the Company is determined on consideration of the fair equity share swap ratio for the proposed transaction on arm’s

length basis as per the valuation report by Registered Valuer, Mrs. Nirmala Rani Mullapudi, Registered Valuer Hyderabad with IBBI Registration No. IBBI/RV/06/2020/13385 and the Value derived is Rs.10/- per share as per the valuation Report dated 14th August, 2024 and same has been updated on the Website of the company and Website link is https:// www.supratrendsltd.com.

We also confirm that the Articles of Association do not contain any restrictive provision for Preferential Allotment and doesn’t contain any article which provides for particular method for determination of price in case of preferential issue.

The present issue price of Rs.10/- (Rupees Ten Only) each per equity share as per the valuation arrived as per the valuation certificate. Since, there is no capitalization of profit, right issue, bonus issue, re-classification of shares or any other corporate action in the Company. Accordingly, there is no adjustment in pricing is required in terms of Regulation 166 of the SEBI (ICDR) Regulations, 2018.

5. Price/ price band at/ within which the Equity Shares are proposed to be issued:

The Equity Shares are proposed to be issued at an issue price of Rs.10/- (Rupees Ten Only) each only being minimum floor price of Rs.10/- (Rupees Ten Only) each as determined as on the Relevant Date in accordance with the Chapter V of the SEBI (ICDR) Regulations, 2018 and other applicable laws. Please see point no.4 for the basis of determination of the issue price.

6. Relevant Date:

'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the proposed preferential issue of Equity Shares through swap to be allotted to the above mentioned allottees is Tuesday, 20[th] August, 2024 (i.e. being the date, which is 30 days prior to the date of passing of this resolution which is being the last date of remote e-voting i.e. Thursday, 19[th] September, 2024”).

7. Shareholding Pattern of the Company before and after the issue:

The pre-issue and post-issue shareholding pattern of the Company (considering full allotment of equity shares issued on preferential basis under item no 3,4 and 5) is given below:

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(a) Bodies Corporate 0 0.00 0 1000000 172501 1172501 4.60
Sub Total (A) (2) 0 0.00 0 0 0 0.00
Total Promoter/
Promoter Group
0 0.00 800000 4200000 6567328 11573552 45.39
Shareholding
(A)=(A)(1)+(A)(2)
(B) Public Shareholding 0 0.00
(1) Institutions 0 0.00 0 0 0 0.00
(a) Mutual Funds 0 0.00 0 0 0 0 0.00
(b) Alternative Investment
0 0.00 0 0 0 0 0.00
Fund
(c) Financial
0 0.00 0 0 0 0 0.00
Institutions/Banks
(d) Foreign Portfolio
0 0.00 0 0 0 0 0.00
Investors
(e) Qualified Institutional
0 0.00 0 0 0 0 0.00
Buyer
(f) Insurance Companies 0 0.00 0 0 0 0 0.00
(g) Central Government /
25000 5.00 0 0 0 25000 0.10
President of India
Sub Total (B) (1) 25000 5.00 0 0 0 25000 0.10
(2) Non-Institutions 0 0.00 0 0.00
(a) Clearing Members 0 0.00 0 0 0 0 0.00
(b) Bodies Corporate 9561 1.91 0 0 300001 309562 1.21
(c) NBFC 0 0.00 0 0 0 0 0.00
(d) Non-Resident Indians 0 0.00 0 0 0 0 0.00
(e) Trusts 70 0.01 0 0 0 70 0.00
(f) IEPF 0 0.00 0 0 0 0 0.00
(g) NRI 2409 0.48 0 0 0 2409 0.01
(h) Individuals
0.00
Shareholders
- Holding nominal share
385130 77.03 0 0 0 378906 1.49
capital up to Rs. 2 Lakh
- Holding nominal share
capital in excess of Rs. 2 77830 15.57 4360000 6750000 2019912 13207742 51.80
Lakh
Sub Total (B) (2) 475000 95.00 4360000 6750000 2319913 1,38,98,689 54.51
Total Public
Shareholding (B)= (B)(1) 500000 100.00 4360000 6750000 2319913 1,39,23,689 54.61
+(B)(2)
(C) Custodians for
0 0.00 0 0 0 0 0.00
GDRs and ADRs
TOTAL (A)+(B)+(C) 500000 100.00 5160000 10950000 8887241 2,54,97,241 100.00
----- End of picture text -----*

* BSE Limited (“the Stock Exchange”) has approved the Re-classification of Promoters vide its approval letter dated Thursday, 7[th] August, 2024 for 880 equity shares of the Outgoing promoters, accordingly the outgoing promoters share are considered under Public Category in the above Shareholding pattern.

Notes:

1) The pre-issue shareholding pattern is as on Friday, 16[th] August, 2024.
2) The post-issue paid-up share capital of the Company is subject to alterations on account of any further allotment of Equity Shares, assuming allotment of:
i. 51,60,000 (Fifty-One Lakh Sixty Thousand) equity shares through preferential issue to the proposed Promoter/Promoter Group and non-promoter persons as mentioned under Item no 3.
ii. 1,09,50,000 (One Crore Nine Lakh Fifty Thousand) warrants issued to the proposed Promoter/Promoter Group and non-promoter persons as mentioned under Item no 4 pursuant to this notice are fully converted into equity shares, failing which the percentage will change accordingly.
iii. 88,87,241 (Eighty-Eight Lakhs Eighty-Seven Thousand Two Forty One) Equity Shares issued to the shareholders of Rasvat Food Specialities Private Limited mentioned in Item no.5.
3) Post issue holding of all the other shareholders is assumed to remain the same, as it was on the date on which the pre-issue shareholding pattern was prepared except as mentioned under point no 2 above.

8. Amount which the Company intends to raise by way of such securities/ size of the issue:

Not applicable. The issue of Subscription Shares is for a non-cash consideration.

9. Proposal/ Intention of the Promoters, Directors, Key Managerial Personnel or Senior Management to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

10. Proposed time frame within which the Preferential Issue shall be completed:

11. Principal terms of assets charged as securities: Not Applicable.

12. Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Swap shares to the Shareholders of the Rasvat who would be Proposed promoter and Promoter Group and certain identified non-promoter persons.

13. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the previous financial year i.e. 2023-24, no preferential allotment of securities was made by the Company.

The Company has not made any preferential allotment during the current financial year 2024- 2025.

14. Valuation for consideration other than cash : Applicable

15. The justification for the allotment proposed to be made for consideration other than cash together with valuation

report of the registered valuer:

In terms of Regulation 163(3) of the ICDR Regulations, the valuation of the Purchase Shares has been determined based on the Valuation Report dated 14th August, 2024 obtained from Ms. Nirmala Rani Mullapudi, independent registered valuer, (IBBI Registration No IBBI/RV/06/2020/13385), having office at #404, 4[th] Floor, Mayfair Garden, 8-2-682/3/A&B, Plot No.6B&7B, Road No.12, Banjara Hills, Hyderabad, 500034, Telangana. The fair value per equity share of the Company and the fair equity share swap ratio has also been determined based on the aforesaid Valuation Report.

16. Lock-in Period:

(c) The pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
(d) The Subscription Shares shall be locked-in for such period as specified under Regulation 167 of the ICDR Regulations.

17. Listing:

The Company will make an application to BSE Limited, for listing of the Subscription Shares to be created, offered, issued and allotted pursuant to the aforesaid resolution. Such equity shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend and voting rights.

18. Practicing Company Secretary’s Certificate:

The certificate from Mrs. Vanitha Nagulavari, Practicing Company Secretary, M. No.: A26859, certifying that the proposed Preferential Issue is in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the members at the registered office of the Company during working hours, during the e-voting period and is also hosted on website of the Company which can be accessed at the link: www.supratrendsltd.com

19. Registered valuer certificate under regulation 166A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with name and address of the valuer.

In terms of Regulation 165 of the SEBI (ICDR) Regulations, 2018, as the shares are not frequently traded, the Company has obtained a valuation report dated 14th August, 2024 from Mrs. Nirmala Rani Mullapudi, independent registered valuer, (IBBI Registration No IBBI/RV/06/2020/13385), having office at #404, 4th Floor, Mayfair Garden,

8-2-682/3/A&B, Plot No.6B&7B, Road No.12, Banjara Hills, Hyderabad, 500034,Telangana and the Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website www.supratrendsltd.com and websites of stock exchange i.e. BSE Limited.

In terms of Regulation 163(3) of the SEBI (ICDR) Regulations, 2018, as the equity shares are proposed to be allotted on preferential basis for consideration other than cash, the Company has obtained a valuation report dated 14th August, 2024, for swap of equity shares, from Mrs. Nirmala Rani Mullapudi, independent registered valuer, (IBBI Registration No IBBI/RV/06/2020/13385), having office at #404, 4th Floor, Mayfair Garden, 8-2-682/3/A&B, Plot No.6B&7B, Road No.12, Banjara Hills, Hyderabad, 500034,Telangana and the Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website www.supratrendsltd.com and websites of stock exchange i.e. BSE Limited.

Considering the aforesaid requirements under Regulation 165 & 166A(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Articles of Association of the Company, we have determined the Fair Value of Equity Shares as per Regulation 165 read with Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the fair price for subscription as per their valuation report will be Rs. 10 /- per equity shares of Rs. 10/each. Same certificate is available at the website of the company at www.supratrendsltd.com

20. Voting pattern of the Committee of Independent Directors meeting:

S.No .	Name of the Director	Designation	Chairman/Mem ber	Vote
1	Mr. Sridhar Seshadri Gundavarapu	Independent Director	Chairman	For
2	Mrs. Savithri Penumarthi	Independent Director	Member	For
3	Mr. Raghavendra Kumar Koduganti	Independent Director	Member	For

The company has 3 independent directors and all the independent directors have attended the meeting scheduled on 14[th] August, 2024.

21. Identity of the Proposed Allottees (including natural persons who are the ultimate beneficial owners of Equity Shares proposed to be allotted and/or who ultimately control), class of the Proposed Allottees, the percentage (%) of post preferential issue capital that may be held by them and change in control, if any, consequent to the preferential issue:

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Name and Details of the Class or Identity of the Pre- No of Post Issue Post
Category Proposed classes of natural persons issue Equity Equity issue
(public / Allottees (name, Proposed who are the equity shares to holding Percent
promoter) of address, country Allottees ultimate beneficial holdin be age of
the Proposed of incorporation Post Issue owners of the g (%) allotted shares
Allottees. /residency) shares proposed held
Current Status to be allotted (%)
of the Allotee and/or who
ultimately control
the Proposed
Allottees
Name: Address: Plot No. Promoter - NA 0 557340 557340 2.19
Ajjarapu 111 Sri Sri Nagar Individual
Bhavani Colony, Uppal,
Opp Water Tank K
V Rangareddy,
Telangana, India-
500039.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: Villa Promoter - NA 0 250000 250000 0.98
Chelikam No.129, Vasantha Individual
Raghuramreddy City, Bhikshapati
Nagar, Vignan
Junior College,
Miyapur,
Hyderabad 500049
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Vishwa Address: 8-3- Promoter - NA 0 200001 200001 0.78
Prasad Nethi 191/585 C- Individual
26,Vengalrao
Nagar, S R Nagar,
Ameerpet
Hyderabad,Telanga
na, 500038
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address F.No. Promoter - NA 6224 100001 1306225 5.12
Koppuravuri 502, Block 2, Individual
Naga Venkata Alpine Heights
Shyam Anirudh Apts, Raj Bhavan
Road,
Somajiguda,
Erramanzil,
Hyderabad,
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Telangana-
500082
Current Status Country of
of the Allotee: Residence: India
He holds 6224
shares and he is
non promoter
Name: Jhansi Address: 8-2- Promoter NA 0 1250000 1250000 4.90
Sanivarapu 603/23/20 & 21, Group -
Flat no 402, HSR Individual
Tulips Road No.
10, Opp. IAS and
IPS Quarters,
Banjara Hills,
Khairatabad,
Hyderabad-
500034, Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Vanaja Address: 393,394/3 Promoter NA 0 1250000 1250000 4.90
Veeramreddy RT, Flat no 202, Group -
Maruthi hights,S R Individual
Nagar, , Ameerpet,
Sanjeev reddy
Nagar, Hyderabad-
500038,
Telanagana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Jwala Address: Plot No. Promoter NA 0 500000 500000 1.96
Chaitanya 185/A, MLA Group -
Colony, Road Individual
No.12 Banjara
Hills, Hyderabad-
500034, Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: B T V Address: Flat No Promoter NA 0 250001 250001 0.98
Saraswati 234, Indira Enclave Group -
AyodhyaNagar , Individual
Vijayavada
(Urban), Andhra
pradesh 520003
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Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Maddi Address: 16-11- Promoter NA 0 50101 50101 0.20
Achyuth 741/D/56 Group -
Shalivahana Nagar Individual
TKR Icon Hospital
Amberpet,
Hyderabad,
500036, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: H.No 12- Promoter NA 0 50101 50101 0.20
Mounika 13-677/96/B, Group -
Beeravolu Kimthee Colony, Individual
Tarnaka
Secundrabad
Hyderabad 500017
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: H.No. Promoter NA 0 130001 130001 0.51
Santhoshe 16-5-419/14 Group -
Kattekola Azampura Individual
Malakpet,
Hyderabad, 500024
Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: C/o. Promoter NA 0 150001 150001 0.59
Satishbabu Ganeswara Rao Group -
Ghanta Ghanta, Villa No. Individual
7, Aparna Orchids,
Hitex Road, near
NAC Gate,
Kondapur, K.V.
Rangareddy-
500084, Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
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Name: Srikanth Address: 11-4- Promoter NA 0 100001 100001 0.39
Boddupalli 651, A-6, Express Group -
Apartments Red Individual
Hills, Near Ganga
Jamuna Hotel
Lakdikapul,
Hyderabad-
500004, Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Supriya Address: 2-23- Promoter NA 0 100001 100001 0.39
Radhakrishna 134, Plot No. 216, Group -
komaragiri HMT Satavahana Individual
Nagar Kukatpalli,
Hyderabad-
500072 Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Padma Address: Plot No.8 Promoter NA 0 400001 400001 1.57
Rajender and 9, Group -
Thodupunur Bhagyalaxmi co-op Individual
society,
Trimulgherry
Village,
Secundrabad,
500015, Hyderabad
Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: ' H No. Promoter NA 0 80001 80001 0.31
Umasree 1-5-1073, Prabhath Group -
Atchuta Nagar, Saroor Individual
Nagar, K V
Rangareddy-
500060, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
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Name: Yandra Address: 6-3- Promoter NA 0 300001 300001 1.18
Kavitha 347/9A/B/502, Group -
Dwarkapuri Individual
Colony,
Punjagutta,
Nampally,
Hyderabad-
500082, Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Falgun Address: 301, Promoter NA 0 50001 50001 0.20
Maheshbhai cheznous, Group -
Oza Gulmohar cross, Individual
Road- 7
JVPD scheme,
Juhu, Mumbai,
Maharashtra India-
400049.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Kranthi Address: Villa No Promoter NA 0 100001 100001 0.39
Kumar : 285, Namaha Group -
Pulavena Rhythm, Kavya Individual
Avenue,
Bachupally,
Hyderabad ,Dist:
Medchal
Malkajgiri,Telanga
na – 500090
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: N Address: 8-3- Promoter NA 0 50001 50001 0.20
Vishwasindhuri 191/585, H.No. C- Group -
26 Vengalrao Individual
Nagar, S R Nagar,
Ameerpet,
Hyderabad-
500038, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
----- End of picture text -----

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Name: Yadaiah Address: 1-4-257, Promoter NA 0 50001 750001 2.94
Pasupula Road No.9, New Group -
Maruthinagar Individual
Colony, Kothapet,
Hyderabad,
500035, Telangana,
India.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: 8- Promoter No shareholders 0 172501 172501 0.68
Nayanam Food 113/A/1&113/A/2, Group - Body are holding more
Specialties Pvt 3rd Floor, Corporate than 10% of Equity
Ltd Narasimha puri shares
Colony, LB Nagar,
Hyderabad,
Saroornagar,
K.V.Rangareddy,
Saroornagar-
500035, Telangana,
India.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: 16-5- Promoter NA 0 177251 177251 0.70
Ravikanth 419/14, Near Group -
Kancherla Azampura M C H Individual
Office, Azampura,
Malakpet,
Hyderabad-
500024, Telangana,
India.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Sharada Address: 17 112, Promoter NA 0 200010 800010 3.14
Kovuri Kamala Nagar, Group -
Road No. 3, Individual
Dilsukh Nagar,
Hyderabad-
500060, Telangana,
India.
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----- Start of picture text -----

Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: 1-5- Promoter NA 0 50010 50010 0.20
Satyanarayana 1073, Prabhat Group -
Atchuta Nagar Colony, Individual
Near Jain Mandir,
Maruti Nagar, Dil
Sukh Nagar, Saroor
Nagar, P&T
Colony, K. V.
Rangareddy-
500060, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Aruna Address: 5-2-358, Non- NA 0 100001 100001 0.39
Paidi Plot No. 103, Promoter -
Gayatri Nagar, Individual
bank Colony,
Vansthalipuram,
Hayathnagar,
Rangareddy-
500070, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Hiral Address: D-82, Non- NA 0 50001 50001 0.20
Paras Shah Yashodhan Boi Promoter -
Chs Ltd Sv Road, Individual
Opp Fire Brigade,
Irla Bridge,
Andheri West
Mumbai- 400058,
Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
----- End of picture text -----

Name:Innovar Software Solutions Pvt Ltd (Innovar)	Address:H.No:1- 3- 183/39/3,Tallabasti Kavadiguda Hyderabad, 500080, Telangana	Non- Promoter - Body Corporate	1.Naveen Kumar Proddutoori Address: 'F. No- 608, LG Suchitra Classic, Vennala Gadda, Suchitra, Jeedimetla, Medchal- Malkagiri- 500067, Telangana. Shareholding: He is holding 60% of equity shares in Innovar. 2.Chintakunta Nalini Address: 'F. No- 608, LG Suchitra Classic, Vennala Gadda, Suchitra, Jeedimetla, Medchal- Malkagiri- 500067, Telangana. Shareholding: she is holding 40% of equity shares in Innovar.	0	300001	300001	1.18

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Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Naveen Address: F. No- Non- NA 0 150001 150001 0.59
Kumar 608, LG Suchitra Promoter -
Proddutoori Classic, Vennala Individual
Gadda, Suchitra,
Jeedimetla,
Medchal-
Malkagiri- 500067,
Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Keval Address: 702/C Non- NA 0 50001 50001 0.20
Prashant Shah Wing Shyam Promoter -
Sadan Bajaj Road Individual
Amrut Baugh Vile
Parle West
Mumbai 400056.
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Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: K Address: 52-1- Non- NA 0 15001 15001 0.06
Pappitha 12/6B, Flat No. Promoter -
301, Road No. 4, Individual
Aahlada
Residency,
Veternary Colony,
Vijaywada (urban),
Krishna- 520008,
Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: Flat No: Non- NA 0 100,001 100001 0.39
Mallavarapu 202; 2nd Floor; Promoter -
Nirmala Mary VINAYAKA’s Individual
M.B’s DE Royale
H.No: 6-2-94 &
95; New Boiguda;
Secunderabad
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Rachit Address: 2 b 41 Non- NA 0 50001 50001 0.20
Nandish Doshi lavender kalpataru Promoter -
aura lbs marg Individual
ghatkopar west
mumbai 400086.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: R Address: Flat 701, Non- NA 0 200001 200001 0.78
Sampathkumar wing 4, bren Promoter -
imperia, shubh Individual
enclave, harlur
road,
kasavanahalli,
bangalore 560102,
Karnataka
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Current Status of the Allotee: Do not hold any shares and is non promoter	Country of Residence:India
Name:Shruthi Amruthnath	Address:623/24, 1st Main E Block, 2nd Stage, next to subramanyanagar Police Station, Rajajai Nagar, Banglore 560010, Karnataka	Non- Promoter - Individual	NA	0	30001	30001	0.12
Current Status of the Allotee: Do not hold any shares and is non promoter	Country of Residence:India
Name: Purnimaben Surendra Parikh	Address:18/1, ashok niwas, South pond road, vileparle (West), Mumbai- 400053, Maharashtra.	Non- Promoter - Individual	NA	0	25001	25001	0.10
Current Status of the Allotee: Do not hold any shares and is non promoter	Country of Residence:India
Name: Suryanarayana Malladi	Address:' Flat No 301 Golden Palms Apts Maruthi Coop Colony Gurunanak Nagar Vijaywada, Krishna- 52008, Andhra Pradesh.	Non- Promoter - Individual	NA	0	125001	125001	0.49
Current Status of the Allotee: Do not hold any shares and is non promoter	Country of Residence:India
Name:Sweta Chitrang Merchant	Address:B 42/43 Padma Nagar, C. H. S. Ltd., Andheri Kurla Road, Sahar P & T Colony, Mumbai-400099, Maharashtra.	Non- Promoter - Individual	NA	0	50001	50001	0.20

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Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: S Address: 4, Non- NA 0 30001 30001 0.12
Vaatshalya Ambalathadayar Promoter -
Poorna Madam Street, Individual
Rajbhavan,
Pondicherry-
605001.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: K S R S Address: Sf-1, Non- NA 0 75001 195001 0.76
P Vamsi Meadows Court, Promoter -
Lakshmi Plot-72, Road 70, Individual
Prashasan Nagar,
Jubliee Hills,
Hyderabad,
500033, Telangana,
India.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Smita Address: ' W/o. Non- NA 0 100001 100001 0.39
Prashant Pawar Pasanth Pawar; C7- Promoter -
502; Kunal Icon; Individual
Pimple Saudagar;
Pune City; Aundh
Camp Pune City
Pune- 411027
Maharashtra.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
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Name: Garre Address: F No. Non- NA 160 100010 280170 1.10
Raghavendra 101, 1st Floor, M C Promoter -
Rao H No. 1-10-49/50, Individual
Padmini
Apartments, Street
No. 3, Chikoti
Gardens,
Begumpet,
Hyderabad-
500016, Telangana
Current Status Country of
of the Allotee: Residence: India
He holds 160
shares and is
non promoter
Name: Address: Villa No. Non- NA 0 100010 100010 0.39
Ramachandram 129, Sy No. 79, Promoter -
Chelikam Vasantha City Individual
Miyapur,
Serilingampally,
Miyapur,
Hyderabad-
500049, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Vudiga Address: 16-11- Non- NA 0 200010 200010 0.78
Rajendra Prasad 20/6/1/6 Flat No. Promoter -
303, TNR Individual
Raghupathi,
Sadanam Saleem
Nagar, Malkapet,
Amberpet,
Malkapet Colony,
Hyderabad-
500036, Telangana
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: K N V Address: 8-143, Non- NA 0 419866 879866 3.45
Durgavathi Kapileswarapuram, Promoter -
Krishna- 521246, Individual
Telangana.
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Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Name: Address: Flat No. Non- NA 0 50001 100001 0.39
Guruswamy 303, Swagruha Promoter -
Christopher Nirman, Brindavan Individual
Colony, AS Rao
Nagar, Hyderabad -
500062, Telangana.
Current Status Country of
of the Allotee: Residence: India
Do not hold any
shares and is
non promoter
Total 6384 8887241 12203625 47.86
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22. Undertaking:

The Company hereby undertakes that:

a. None of the Company, its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations;
b. The Company is eligible to make the Preferential Issue to the Proposed Allottees under Chapter V of the SEBI ICDR Regulations;
c. The Company shall re-compute the price of the equity shares to be allotted under the Preferential Issue, interms of the provisions of Chapter V of the SEBI ICDR Regulations where it is required to do so including pursuant to Regulation 166 of the SEBI ICDR Regulations;
d. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid.

23. Other Disclosures:

a. The pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

Further, the Proposed Allottees have not transferred their respective Equity Shares in the Company during the 90 trading days preceding the Relevant Date.

b. The Company is in compliance with the conditions for continuous listing, and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.
c. The Company does not have any outstanding dues towards SEBI, the Stock Exchange or the depositories.
d. The Proposed Promoter and promoter group are proposed to become the promoter and promoter group of the Company and will continue to be the promoter and promoter group of the Company post the Preferential Issues of Equity Shares.
e. The proposed preferential issue is not being made to any body-corporate incorporated in, or a national of, a country which shares a land border with India.

f. Given that the Proposed Preferential Issue is for a non-cash consideration (being swap of the Purchase Shares), and no proceeds will be generated from the Proposed Preferential Issue, the requirement to appoint a monitoring agency under the provisions of Chapter V of the ICDR Regulations is not applicable.

Issue of the said Equity Shares would be well within the expanded Authorized Share Capital of the Company subject to the approval of Shareholders in Item No. 01. The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in Item No. 05 in the accompanying notice for approval by the Members.

No preferential allotment is being made to any director of the Company or their relatives or key managerial personnel of the Company.

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

Accordingly, the Board, therefore, recommends the proposed resolution as set out at Item No.5 to the Notice, to the members of the company for their approval by way of passing Special resolution.

By Order of the Board of Directors

Sd/Mathamsetty Venkata Krishna Sunil Kumar Managing Director DIN: 03597178

Place: Hyderabad Date: 20[th] August, 2024

AI assistant

Supra Trends Limited — Proxy Solicitation & Information Statement 2024

63654_rns_2024-08-20_e9ae74ea-c762-4526-9b5a-caf8281e4a4c.pdf

SUPRA TRENDS LIMITED

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligation & Disclosure Requirement Regulation) 2015.

SUPRA TRENDS LIMITED

CIN: L17121TG1987PLC007120

POSTAL BALLOT NOTICE

ITEM OF SPECIAL BUSINESSES REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT

Notes:

CDSL Remote e-voting System – For Remote e-voting

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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

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

Item No. 1:

Item No. 2:

Item No. 3:

1. Particulars of the issue of Equity Shares including date of passing of Board resolution, the material terms of issue, kind of securities offered, and the issue price:

Details of the issue:

2. Purpose/ Objects of the Issue:

3. Maximum Number of Shares offered, the manner of issue of Shares and the pricing of preferential issue:

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

5. Price/ price band at/ within which the Equity Shares are proposed to be issued:

6. Relevant Date:

7. Shareholding Pattern of the Company before and after the issue:

Notes:

8. Amount which the Company intends to raise by way of such securities/size of the issue:

9. Proposal/ Intention of the Promoters, Directors, Key Managerial Personnel or Senior management to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

10.Proposed time frame within which the Preferential Issue shall be completed:

11.Principal terms of assets charged as securities: Not applicable.

12.Change in control, if any, in the Company that would occur consequent to the preferential offer:

13.No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

14.Valuation for consideration other than cash: Not Applicable

16.Lock-in Period:

17.Listing:

18.Practicing Company Secretary’s Certificate:

20.Voting pattern of the Committee of Independent Directors meeting:

22. Undertaking:

23. Other Disclosures:

Item No. 4:

1. Particulars of the issue of Equity Shares including the material terms of issue, date of passing of Board resolution, kind of securities offered, and the issue price:

Details of the Issue:

2. Purpose/ Objects of the Issue:

3. Maximum Number of Shares/ securities offered, the manner of issue of Shares and the pricing of preferential issue:

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

5. Price/ price band at/ within which the Equity Shares are proposed to be issued:

6. Relevant Date:

7. Shareholding Pattern of the Company before and after the issue:

Notes:

8. Amount which the Company intends to raise by way of such securities/ size of the issue:

9. Proposal/ Intention of the Promoters, Directors, Key Managerial Personnel or senior management to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

10. Proposed time frame within which the Preferential Issue shall be completed:

11. Principal terms of assets charged as securities: Not Applicable.

12. Change in control, if any, in the Company that would occur consequent to the preferential offer:

13. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

14. Valuation for consideration other than cash : Not Applicable

15. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable

16. Lock-in Period:

17. Listing:

18. Practicing Company Secretary’s Certificate:

19. Registered valuer certificate under regulation 166A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with name and address of the valuer.

20. Material terms of Warrants

21. Voting pattern of the Committee of Independent Directors meeting:

23. Undertaking:

24. Other Disclosures:

Item No. 5:

1. Particulars of the issue of Equity Shares including the material terms of issue, date of passing of Board resolution, kind of securities offered, and the issue price:

Details of the Issue:

2. Purpose/ Objects of the Issue:

3. Maximum Number of Shares/ securities offered, the manner of issue of Shares and the pricing of preferential issue:

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

5. Price/ price band at/ within which the Equity Shares are proposed to be issued:

6. Relevant Date:

7. Shareholding Pattern of the Company before and after the issue:

Notes:

8. Amount which the Company intends to raise by way of such securities/ size of the issue:

9. Proposal/ Intention of the Promoters, Directors, Key Managerial Personnel or Senior Management to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

10. Proposed time frame within which the Preferential Issue shall be completed:

11. Principal terms of assets charged as securities: Not Applicable.

Supra Trends Limited Proxy Solicitation & Information Statement 2024