Technocraft Industries (India) Ltd. — Proxy Solicitation & Information Statement 2023

Jun 1, 2023

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Technocraft Industries (India) Limited Registered Office : Plot No. 47, “Opus Centre”, Second floor, Central Road, Opposite Tunga Paradise Hotel, MIDC, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 4098 2222/0002; Fax No. 2835 6559; CIN: L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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June 01, 2023

To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, Listing Department Bandra Kurla Complex, P.J. Towers, 1[st] Floor, Bandra (E), Dalal Street, Fort, Mumbai- 400051 Mumbai – 400 001 Ref: Script Name: TIIL Script Code: 532804

Dear Sir/ Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors, at its meeting held on May 29, 2023 has approved the proposal for following:

• a) Re-appointment of Mr. Aubrey Rebello (DIN: 08091710), as Independent Director for further period of Five Years w.e.f. May 30, 2023

• b) Re-appointment of Mr. Sudarshan Kumar Saraf (DIN: 00035799), as Managing Director for further period of Five Years w.e.f. August 31, 2023

• c) Approval for entering into transactions with AAIT/Technocraft Scaffold Distribution LLC FZE, a step down subsidiary

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Postal Ballot Notice (“ Notice ”) dated May 29, 2023, along with the explanatory statement, seeking approval of the Members in respect of the resolution set out in the Notice.

In accordance with the applicable laws, the Notice is being sent by electronic mode only to those members whose names appeared in the Register of Members/List of Beneficial Owners maintained by the Company/Depositories respectively as at close of business hours on Friday, May 26, 2023, i.e., Cut-off date and who have registered their e-mail address with Company and/or Depository Participants.

The Notice is available on the Company’s website at www.technocraftgroup.com.

The remote e-voting will commence from 9:00 am on Saturday, June 03, 2023, and will end at 5:00 pm on Sunday, July 02, 2023.

Kindly take note of the same.

Thanking you.

For Technocraft Industries (India) Limited

NEERAJ Digitally signed by NEERAJ RAI RAI Date: 2023.06.01 11:03:57 +05'30'

Neeraj Rai Company Secretary Encl: as above

Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and MCA Circulars (as defined below)

Dear Member(s),

NOTICE is hereby given that pursuant to provisions of Section 108 and 110 of the Companies Act, 2013 (“ Companies Act ”) and other applicable provisions, if any, of the Companies Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), as amended from time to time, read with the General Circular No. 4/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021; General Circular No. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as (“ MCA Circulars ”), to transact the special business as set out hereunder by passing Resolutions by way of postal ballot only by voting through electronic means to the members of Technocraft Industries (India) Limited (“ the Company ”) by remote e-voting process (“ e-voting ”) .

The communication of assent or dissent of the Members would take place only through the remote e-voting system. Pursuant to Section of the Companies Act, 2013 and other applicable provisions, it is necessary to obtain the consent of the Members holding Equity Shares of the Company by way of a special/ordinary resolution for the proposed resolutions. Further, as per Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the consent of the members is required to be obtained for the proposed resolutions by means of a postal ballot. Accordingly, the Company is seeking your consent for the aforesaid proposal as contained in the resolutions appended below.

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the aforesaid resolution setting out the material facts concerning the proposed resolutions and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of the Company, at its meeting held on May 29, 2023, has appointed M/s. Nitesh Jain & Co., Company Secretaries (Membership No. FCS 6069 and Certificate of Practice No. 8582), as the Scrutinizer for conducting the postal ballot only through the e-voting process in a fair and transparent manner.

In compliance with the Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the Company is pleased to offer remote e-voting facility to all its members to cast their votes electronically. In terms of MCA Circulars, voting can be done only by remote e-voting.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny of the e-voting. The results shall be declared on or before Monday, July 03, 2023 and communicated to BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) (together the “ Stock Exchanges ”), National Securities Depository Limited (“ NSDL ”) at https://www.evoting.nsdl.com and will also be displayed on the Company's website www.technocraftgroup.com.

SPECIAL BUSINESS:

Item No. 1: Re-appointment of Mr. Aubrey Rebello (DIN: 08091710), as Independent Director for further period of Five Years w.e.f. May 30, 2023

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

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any amendments thereto or any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 (hereinafter referred to as Act) and Regulation 17 of the SEBI Listing Obligations and Disclosures Requirement Regulations 2015, Mr. Aubrey Ignatius Rebello (DIN: 08091710), who was appointed as Independent Director the Company and who has given a declaration that he meets with the criteria of independence as provided in Sub Section (6) of Section 149 of the Act and qualifies for being appointed as an Independent Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office effective from May 30, 2023 upto May 29, 2028.

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

Item No. 2: Re-appointment of Mr. Sudarshan Kumar Saraf (DIN: 00035799), as Managing Director for further period of Five Years w.e.f. August 31, 2023

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

“RESOLVED THAT in accordance with the provisions of Section 196, 197, 198, and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time Mr. Sudarshan Kumar Saraf be re-appointed as a Managing Director of the Company, with substantial powers of management to be exercised by him, with effect from August 31, 2023 for a period of five years on such terms and conditions including remuneration as set out below with liberty to the Board to vary, alter and modify such terms and conditions including salary, allowances, perquisites and commission at any time during the tenure of his office as may be agreed to by the Board of Directors and Mr. Sudarshan Kumar Saraf.”

Terms and Conditions of Appointment

1. Period of Appointment :- Appointment shall be for a period of 5 (five) years beginning from August 31, 2023 and ending on August 30, 2028

2. Details of remuneration :

A. Basic Salary :- Rs.4.00 Lac per month (Rupees Four Lakh only) with authority to the Board of Directors to revise the basic salary from time to time taking into account the performance of the Company subject however to a ceiling of Rs.5 Lac per month.

B. Commission :- Payable for each financial year, up to 1% of net profits of the Company for that year, subject to such ceiling as may be fixed by the Board of Directors from time to time, with the present ceiling fixed by the Board being an amount equivalent to the Annual Salary for the relevant financial year. The amount of Commission shall be payable after the Annual Accounts are approved by the Board of Directors and adopted by the Shareholders.

C. Bonus :- Annual Bonus at the same rate as payable to other senior employees of the Company

D. House Rent Allowance :- 60% of salary as House Rent Allowance. The expenditure incurred by the Company on Gas, Electricity, Water and Furnishings shall be subject to a ceiling of 10% of the salary.

E. Perquisites :-

i. Earned Leave/Privilege Leave : On full pay and allowance as per the rules of the Company, but not more than one month’s leave for every 11 months of service. The balance of leave at the end of each year will be encashable as per the Company’s Rules.

ii. Reimbursement of medical expenses : incurred in India or abroad including hospitalization, nursing home and surgical charges for self and family. However, the reimbursement shall not exceed one-month salary in a year or three months salary over a period of three years.

iii. Leave travel concession : For self and family once in a year in accordance with the Rules of the Company.

• iv. Telephone : Free use of Telephone at residence.

• v. Club Fees : Fees for clubs subject to a maximum of two clubs.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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vi. Car : Free use of Company’s Car with driver. If the Company does not provide driver, reimbursement of actual salary paid to the driver.

vii. Entertainment expenses : Reimbursement of entertainment expenses incurred in the course of business of the Company.

viii. Corporate Credit Card : for use both in India and Abroad for business purposes

ix. Gratuity : Not to exceed half a month’s salary for each completed year of service, subject to a ceiling as may be fixed by the Government.

x. Minimum Remuneration : Where in any financial year, the Company has no profit or its profits are inadequate, the Company him minimum remuneration as provided in Section II of Part II of Schedule V of the Companies Act, 2013 as notified from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, matters and things, as may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said resolution.”

Item No. 3: Approval for entering into transactions with AAIT/Technocraft Scaffold Distribution LLC FZE, a step down subsidiary.

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

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and Its Powers) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and provisions of Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirement), 2015 including statutory modification(s) or re- enactment thereof for the time being in force and as may be enacted from time to time, approval of the members be and is hereby accorded for entering into transactions with AAIT/ Technocraft Scaffold Distribution LLC FZE, a step down subsidiary, for distribution of scaffolding as export sale upto ₹ 600 Crores for Financial Year 2023-24, and be ratified for ₹ 20.59 Crores for Financial Year 2022-23 on such terms and conditions as defined in the explanatory statement”.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do or cause to be done all such acts, deeds and things, settle any queries, difficulties, doubts that may arise with regard to any transactions with the related party, make such changes to the terms and conditions as may be considered necessary or desirable in order to give effect to this resolution in the best interest of the Company.”

By order of the Board of Directors For Technocraft Industries (India) Limited

Sd/Neeraj Rai Company Secretary

Date: May 29, 2023 Place: Mumbai.

Registered Office :

Technocraft House, A-25, Road No.3, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India. Website: www.technocraftgroup.com.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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NOTES:

1. The explanatory statement pursuant to Sections 102 and 110 of the Companies Act stating all material facts and the reasons for the proposal set out in the resolution No. 1 to 3 are annexed herewith.

2. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. The Postal Ballot Notice is being sent to the members of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, May 26, 2023. Members who have not registered their e-mail address are requested to follow the process provided in the Notes below to receive this Notice and login ID and password for remote e-voting.

3. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.technocraftgroup.com, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of National Securities Depository Limited (“ NSDL ”) www.nsdl.co.in.

4. In accordance with the provisions of the MCA Circulars, members can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to members for this postal ballot. Members whose names appear on the Register of Members/List of Beneficial Owners as on Friday, May 26, 2023 (“ Cut-Off Date ”) will be entitled to cast their votes by e-voting.

5. Resolutions passed through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.

6. The voting rights for the Equity Shares of the Company are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the members as on the cut-off date. A person who is not a member on the relevant date should treat this notice for information purpose only.

7. In compliance with Sections 108 and 110 of the Companies Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by NSDL. The instructions for e-voting are provided as part of this Postal Ballot Notice.

8. Members are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” in this Postal Ballot Notice. Members are requested to cast their vote through the e-voting process not later than 05:00 P.M. IST on Sunday, July 02, 2023, to be eligible for being considered, failing which it will be strictly considered that as vote has not been received from the member.

9. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny of the votes cast through e- voting. Based on the Scrutinizer's Report, the Results of the e-voting will be announced on Monday, July 03, 2023. The declared Results, along with the Scrutinizer's Report, will be displayed on the Company's website under the ‘Investors’ Section, besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.

10. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Sunday, July 02, 2023, i.e., the last date specified for receipt of votes through the e-voting process.

11. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an e-mail to investor@technocraftgroup.com.

GENERAL INFORMATION AND INSTRUCTIONS

The e-voting facility will be available during the following period:

• a. Commencement of e-voting – 09:00 A.M. (IST) on Saturday, June 03, 2023

• b. End of e-voting – 05:00 P.M. (IST) on Sunday, July 02, 2023

During this period, members of the Company holding shares either in physical form or in dematerialized form as on the cut-off date may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

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

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

- Step 1: Access to NSDL e Voting system

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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A. Login method for e-Voting for Individual shareholders holding securities in demat mode

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

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

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under ‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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	2. 3.	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. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 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.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30 Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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

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

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

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

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

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Your User ID details are given below :

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

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

4. b) How to retrieve your ‘initial password’?

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

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

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

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

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

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

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

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

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

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

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

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

General Guidelines for shareholders

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

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990/1800 22 44 30 or send a request to Mr. Sagar S Gudhate at evoting@nsdl.co.in

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor@technocraftgroup.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor@technocraftgroup.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

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

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

correctly in their demat account in order to access e Voting facility.

• • If you have any queries or issues regarding e voting from the NSDL e voting System, you can write an email to evoting@nsdl.co.in or contact at 1800 1020 990/1800 22 44 30.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Sagar S Gudhate, (NSDL) National Securities Depository Limited, Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai - 400013.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Mr. Aubrey rebello was appointed as an Independent Director of the Company for a period of five years upto May 29, 2023. The Board of Directors of the Company (‘the Board’) at the meeting held on May 29, 2023, on the recommendation of the Nomination & Remuneration Committee, recommended for the approval of the Members, for the re-appointment of Mr. Rebello as an Independent Director of the Company with effect from May 30, 2023, in terms of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 (‘the Act’), and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations 2015’), or any amendment thereto or modification thereof.

The Board is of the view that the continued association of Mr. Rebello would benefit the Company, given the knowledge, experience and performance of Mr. Rebello, and contribution to Board processes by him. Declaration has been received from Mr. Rebello that he meets the criteria of Independence prescribed under Section 149(6) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations 2015. In the opinion of the Board, Mr. Rebello fulfills the conditions specified in the Act, the Rules thereunder and the Listing Regulations 2015 for re-appointment as an Independent Director and that he is independent of the management of the Company.

Consent of the Members by way of Special Resolution is required for re-appointment of Mr. Rebello, in terms of Section 149 of the Act.

Further pursuant to SEBI Listing Regulations, a person who has attained the age of seventy five years can appointed/continue directorship in a listed company as a non-executive director only after the concerned listed company has taken the approval of its shareholders by way of a special resolution

Requisite consent has been filed by Mr. Rebello pursuant to Section 152 of the Act. Additional information in respect of Mr. Rebello, pursuant to the Listing Regulations 2015 and the Secretarial Standard on General Meetings, is appearing in the Annual Report. Mr. Rebello does not hold any share in the Company, either in his individual capacity or on a beneficial basis for any other person. Mr. Rebello and his relatives are interested in this Special Resolution. None of the other Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Special Resolution. The Board recommends this Special Resolution for your approval.

Item No. 2

Mr. Sudarshan Kumar Saraf was appointed as Managing director for a period of 5 years w.e.f. September 01, 2018 to August 30, 2023. Tenure as Managing Director of Mr. Saraf is being expired after August 30, 2023.

Also Section 196(3) of the Companies Act, 2013, inter alia, provides that no company shall continue the employment of a person who has attained the age of 70 years, as Managing Director, Whole-Time Director or Manager unless it is approved by the Members by passing a special resolution. Part I of Schedule V to the Act contains a similar relaxation.

Keeping in view the provisions of Companies Act, 2013 and his knowledge, experience and long association with the Company, the Board of Directors of the Company has approved the re-appointment of Mr. Saraf as Managing Director (designated as Co-Chairman) for a period of five years w.e.f. August 31, 2023 subject to the approval of the Members through Special Resolution, on terms and conditions as specified in the resolution at Item No. 2 of the Notice.

These terms and conditions have also been approved by the Nomination and Remuneration Committee of the Company. His appointment and remuneration fixed in accordance with Section 196, 197 and Schedule V of the Companies Act, 2013.

The Board of Directors of the Company recommends the Special Resolution as set out in the Notice for approval of the members.

Except Mr. Sudarshan Kumar Saraf and Mr. Navneet Kumar Saraf, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed Resolution as set out in the Notice, except to the extent of their shareholding, if any, in the Company.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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Item No. 3

AAIT/Technocraft Scaffold Distribution LLC FZE (“AAIT") is a 'Related Party' within the meaning of Section 2 (76) of the Companies Act, 2013 and Regulation 2 (1)(zb) of the SEBI Listing Regulations. AAIT is a subsidiary of wholly owned subsidiary Technocraft International, UK. The Board of Directors of the Company had, on the recommendation of the Audit Committee, passed a resolution at its meeting held on May 29, 2023, approving of the related party transaction for sale of scaffoldings upto ₹ 600 Crores.

Name of the Related Party	Name of the director of Key managerial personnel who is related, if any	Nature of relationship	Nature, material terms, monetary value and particulars of the contract or arrangement	Any other information relevant or important for the members to take a decision on the proposed resolution.
AAIT/ Technocraft Scaffold Distribution LLC FZE(“AAIT")	Not Applicable	Step-down subsidiary	AAIT is a distribution Company for sale of scaffolding out of India. Sale of scaffoldings upto ₹ 600 Croresfor Financial Year 2023-24	The transactions are in the ordinary course of business and are at an Arm’sLengthbasis.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, agreed sale the scaffoldings. As the enhanced limit of ₹ 600 Crores exceeds 10% of the Company's turnover for the last financial year ended March 31, 2024, the export sale of scaffoldings to AAIT would be deemed to be a 'material' related party transaction.

Further, during the Financial Year ended March 31, 2023 the approval for the said transaction the approval of the members were requested and granted was for ₹. 400 Cr however, due to unavoidable circumstances the transaction was increased by ₹ 20.59 Cr. for which rectification approval is required from the shareholders.

Under Regulation 23 (4) of the SEBI Listing Regulations, all material related party transactions have to be approved by Ordinary resolution of the shareholders and the related parties shall abstain from voting on such resolution whether the entity is a related party to the transaction or not.

The Board of Directors of the Company recommends the Ordinary Resolution as set out in the Notice for approval of the members.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed Resolution as set out in the Notice, except to the extent of their shareholding, if any, in the Company.

By order of the Board of Directors For Technocraft Industries (India) Limited

Sd/Neeraj Rai Company Secretary

Date: May 29, 2023 Place: Mumbai.

Registered Office : Technocraft House, A-25, Road No.3, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India. Website: www.technocraftgroup.com.

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Technocraft Industries (India) Limited Regd. Office: Technocraft House, A-25, Road No. 03, MIDC Industrial Estate, Andheri (East), Mumbai - 400093, Maharashtra, India Tel: 022-4098 2222; Fax No. 2836 7037; CIN No. L28120MH1992PLC069252 E-mail: investor@technocraftgroup.com ; website: www.technocraftgroup.com

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ANNEXURE TO THE NOTICE

Details of Directors seeking re-appointment/appointment in pursuance of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of the Directors	Mr. Aubrey Rebello	Mr. Sudarshan Kumar Saraf
Date of Birth	January08, 1947	June 7, 1949
Age	76 Years	73 Years
Date of Appointment	May30, 2018	October 28, 1992
DIN	08091710	00035799
Expertise in specific functional areas	He is having over four decade of Corporate Business Experience as CEO, Business Head at TATA’s & Bayer. His domain expertise covers Auto, Financial Services, Materials Management, Marketing& Sales, and L&D.	He has over five decade of experience in the Engineering operations, Production, Process improvement of the company.
No. of equity shares held in TIIL	NIL	64,32,349 individually and 70,807 in his HUF
Qualifications	Gold Medalist MBA from IIM Ahmedabad, Engineer from IIT Bombay and a Certified Executive Coach from ICF and NEWS(Switzerland)	Mechanical Engineering from the prestigious Indian Institute of Technology, Bombay
List of other directorships in listed entities(Other than TIIL)	NIL	NIL
Membership/ Chairman of Committees of the other listed entities(Other than TIIL)	NIL	NIL
Relationships, if any, between Directors inter-se	NIL	Mr. Sudarshan Kumar Saraf is a brother of Mr. Sharad Kumar Saraf and father of Mr. Navneet Kumar Saraf

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