Tembo Global Industries Limited — Proxy Solicitation & Information Statement 2021

Feb 2, 2021

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POSAL BALLOT NOTICE

(Pursuant to Section 108 and Section 110 of the Companies Act, 2013 (the „Act‟) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014)

To, The Members of the Tembo Global Industries Limited

Notice is hereby given, pursuant to Section 108 and Section 110 of the Companies Act, 2013 (the „Act‟) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the „Rules‟) (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the relaxations and clarifications issued by Ministry of Corporate Affairs („MCA‟) vide General Circular No. 14/2020 dated 08[th] April, 2020, General Circular No. 17/2020 dated 13[th] April, 2020 and General Circular No. 39/2020 dated 31[st] December, 2020 („MCA Circulars‟), in relation to passing of ordinary and special resolutions by companies under the Companies Act, 2013 through electronic voting (remote e-voting).

The proposed Special Resolution and explanatory statement pertaining to the aforesaid resolution setting out the material facts concerning each item and the reasons thereof are annexed hereto for your consideration.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars and due to pandemic of COVID-19 (Corona-virus) and extended lockdown, the Company has extended only the remote e-voting facility for its Members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to this Notice.

The Board of Directors of the Company, at its meeting held on January 19, 2021 has appointed M/S. GMS & CO., Mr. Gaurang Manubhai Shah (Membership No. 32581 and Certificate of Practice No. 11953, Practicing Company Secretary as the Scrutinizer for conducting the remote e-voting process in a fair and transparent manner. In the event the resolution as set out in the notice is assented by the requisite majority by means of remote e-voting, they shall be deemed to have been passed as Special Resolutions by way of Postal Ballot / e-voting. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed remote e-voting process.

You are requested to carefully read the instructions in this Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5.00 p.m. on February 20[th] , 2021. The assent or dissent received after such date and time shall be treated as if reply from the Member has not been received.

The Scrutinizer after completion of the scrutiny will submit his report to the Chairman of the Company. Thereafter the results of the voting conducted through the remote e-voting process would be announced by the Chairman or Company Secretary of the Company on the website of the Company (www.nutclamps.com) and communicated to the stock exchanges on or before February 22[th] , 2021. The aforesaid result would be displayed on the Stock Exchange (www.nseindia.com) where the shares of the Company are listed and displayed along with the scrutinizer‟s report on the company‟s website.

Special Business requiring consent of shareholders:

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Item No. 1:

Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT , in accordance with the provisions of Sections 13, 61, 64 and all other applicable provisions of the Companies Act, 2013 and rules framed there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the provisions of the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from existing Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lacks Only)divided into 55,00,000 (Fifty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 55,00,000 (Fifty Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each and consequently, the existing Clause V (a) of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V (a):

V (a) “The Authorised Share Capital of the Company is Rs.11,00,00,000/- (Rupees Eleven Crores Only) consisting of 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each.”

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

Item No. 2:

Issue of Bonus Share

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT , in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India (“RBI”) from time to time, the enabling provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities and subject to such terms and modifications, if any, as may be specified while according such approvals and subject to acceptance of such conditions or modifications by the Board of Directors, consent of the members be and is hereby accorded to the Board of Directors of the Company („the Board‟, which term shall include any person and/or Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalization of a sum not exceeding Rs. 5,02,30,000/- (Rupees Five Crore Two Lakh Thirty Thousand Only) from and out of the securities premium account of the Company, as may be considered appropriate by the Board for the purpose of issuance of Bonus equity shares of Rs.10/- (Rupees Ten only) each, credited as fully paid-up shares to the eligible members of the Company holding equity shares of Rs. 10/- (Rupees Ten only) each, whose names appear in the Register of Members on a „Record Date‟ as may be determined by the Board in this regard, in

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the proportion of 1 (one) fully paid-up equity share for every 1 (one) existing fully paid-up equity share held by them.”

“RESOLVED FURTHER THAT , the Bonus Equity Shares so allotted shall rank pari-passu in all respects with the fully paid-up equity shares of the Company as existing on the Record Date and shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.”

“RESOLVED FURTHER THAT in case of member(s) who hold shares in dematerialized form the bonus equity shares shall be credited to their respective beneficiary account(s) of the member(s), with their respective Depository Participant(s) within such time as prescribed by law and the relevant authorities.”

“RESOLVED FURTHER THAT the issue and allotment of Bonus equity shares to Non-Resident Member(s), Foreign Institutional Investor(s) (FlIs) and other Foreign Investor(s) be and subject to approval of RBI or any other regulatory authority as may be necessary.”

“RESOLVED FURTHER THAT , the Board be and is hereby authorized to take necessary steps for listing of such bonus equity shares on the Stock Exchange where the securities of the Company are presently listed as per the provisions of the Listing Regulations and other applicable regulations, rules and guidelines.”

“RESOLVED FURTHER THAT , for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things and to give such directions as may be necessary, proper, expedient or desirable and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

Item No. 3:

Migration of Listing/Trading of Equity Shares of the Company from SME Segment to the Main Board of NSE

To consider and if thought fit, to pass the following resolution as a Special Resolution : “ RESOLVED THAT pursuant to the Regulation 277 and other relevant provisions, laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, the consent of the members of the company be and is hereby accorded for purpose of migration of the Company‟s present listing from NSE SME (EMERGE) Segment of National Stock Exchange to Main Board of National Stock Exchange .

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby authorized jointly and/or severally to deal with any Government or semi government authorities or any other concerned intermediaries including but not limited to National Stock Exchange of India Ltd., Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company‟s present listing from NSE SME (EMERGE) Segment of National Stock Exchange to Main Board of National Stock Exchange.

RESOLVED FURTHER THAT Mr. Sanjay Jashbhai Patel Managing Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things including without limitation signing of various forms and documents and take all such steps as may be, in its absolute discretion, deem necessary

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and with power to accede to such modification and alteration to the aforesaid resolution as may be suggested by Stock exchange or such other authority arising from or incidental to the said resolution and also power to settle questions, difficulties or doubts that may arise in this regard without requiring to secure any further approval of the members of the Company.”

By order of Board of Directors, For Tembo Global Industries Limited

Place: Navi Mumbai Date: 19[th] January, 2021

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Mr. Sanjay Jashbhai Patel Chairman &Managing Director DIN: 01958033

Registered Office:

Plot No- PAP D- 146/ 147, TTC MIDC, Turbhe, Navi Mumbai-400705.

NOTES:

1. An Explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out the material facts and reasons for the proposed Resolutions, is annexed hereto.

2. This Notice is being sent by electronic mode (via e-mail) to those members, whose name appears in the register of members/list of beneficial owners maintained by National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”) as on 15[th] January , 2021 provided by Bigshare Services Private Limited (RTA). Members may note that this Notice is also available on Company‟s website viz. www.nutclamp.com A person who is not a Member on the cut-off date should accordingly treat the Notice as for information purposes only.

3. This Notice is being sent electronically (via e-mail) to all Members whose e-mail addresses are registered with Company‟s Registrar and Share Transfer Agents („RTA‟) or the Depositories.

4. Members whose e-mail addresses are not registered with RTA and the Depositories, are required to provide their email IDs and other necessary details as per below format to the Company or RTA, on or before 5:00 p.m. on 17[th] February , 2021 pursuant to which, any Member may receive on the e-mail ID provided by the Member this Notice and the procedure for remote e-voting:

Name of First Shareholder Name of Second Shareholder (In case joint shareholder) Permanent Account No. (PAN) Beneficiary Id/Client Id No. Share held Email Id

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Mobile No Address Note: Kindly provide aforesaid details through email at cs@sakethexim.com/info@nsdl.co.in

1. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and as per MCA circulars the Company is pleased to provide voting by electronic means (“E-Voting”) only to its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e- voting facility to its Members. Voting rights will be reckoned on the paid-up value of share registered in the names of members on 15[th] January, 2021.

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. The Company will issue necessary advertisements in the newspaper/ e-newspaper having all India circulation and the newspaper circulating in the District where registered office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories.

4. The Communication of the assent / dissent to the Special Resolutions proposed in the Notice would take place only through remote e-voting.

5. The voting period will commence on 22[nd] January, 2021, 9:00 AM and will end on February 20[th] , 2021, 5:00 PM for the Members exercising their vote through electronic voting. The remote e-voting module shall be disabled by National Securities Depository Limited (“NSDL”) for voting thereafter.

6. The results of the remote e-voting will be declared on February 22[nd] , 2021, by the Scrutinizer and will be furnished to the National Stock Exchange India Limited and will also be uploaded on the Company‟s website www.nutclamp.com.

The instructions for shareholders voting electronically are as under:

• (i) The e-voting period begins on Wednesday, January 22[nd] , 2021 at 9:30 am (IST) and ends on Saturday, February 20[th] , 2021 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, January 15[th] , 2021 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter..

• (ii) The shareholders should log on to the e-voting website www.evoting.nsdl.com.

• (iii) Click on Shareholders / Members

- 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:

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

Details on Step 1 are mentioned below:

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

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

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under „Shareholders‟ section.

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

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

1. Your User ID details are given below :

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

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1. Your password details are given below:

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• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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

c) How to retrieve your „initial password‟?

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

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

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

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

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

4. 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.

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

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

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

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

Details on Step 2 is given below: - How to cast your vote electronically on NSDL e Voting system?

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1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e- Voting. Then, click on Active Voting Cycles.

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1. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote.

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 acs.gaurangshah@gmail.com with a copy marked to evoting@nsdl.co.in.

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

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to (Ms. Sarita Mote of NSDL Official) at evoting@nsdl.co.in/ SaritaM@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 cs@sakethexim.com In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@sakethexim.com

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

ITEM NO: 1

Presently, the Authorized Share Capital of your Company is Rs. 5,50,00,000/- divided into 55,00,000 (Fifty Five Lacks) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Board of Directors of the Company at their Meeting held on 19[th] January, 2021 has recommended issue of Bonus Shares in the ratio of 1:1 to the existing members of the Company.

The Board of Directors have also considered it necessary to increase the Authorised Share Capital of the Company which is presently at Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lacks Only) divided into 55,00,000 (Fifty Five Lacks) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/(Rupees Ten Only) each by creation of additional 55,00,000 (Fifty Five Lakhs) Equity Shares of Rs.10/(Rupees Ten Only) each. In view of the above, it is necessary to amend Clause V (a) of the Memorandum of Association to increase the Authorised Share Capital from Rs.5.50 Crores to Rs. 11 Crores.

The Board recommends the resolution as set out at Item No.1 of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel and/or their relatives thereof are, in any way, concerned or interested, financially or otherwise, in the aforesaid resolution.

ITEM NO. 2

The Board of Directors at their meeting held on 19[th] January, 2021 have recommended the issue of Bonus shares in the proportion of 1 (One) equity share of Rs. 10/- (Rupees Ten only) each fully paid-up for every 1 (One) existing equity share of Rs. 10/- (Rupees Ten only) each of the Company by capitalization of a sum of Rs. 5,02,30,000/- (Rupees Five Crore Two Lakh Thirty Thousand Only) standing to the credit of securities premium account and general reserve of the Company as may be considered appropriate by the Board for the purpose of issuance of Bonus equity shares of Rs.10/- (Rupees Ten only) each.

The proposed Bonus Issue is not in lieu of Dividend.

The proposed issue of Bonus shares will be made subject to approval of the shareholders and in accordance with the provisions of Companies Act, 2013 and subject to such approvals, if required, from the statutory authorities.

The Board recommends the resolution as set out at Item No.2 of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel and/or their relatives thereof are, in any way, concerned or interested, financially or otherwise, in the aforesaid resolution.

ITEM NO. 3

As all the members of Tembo Global Industries Limited are aware that the company is listed on the NSE EMERGE, the SME platform of the National Stock Exchange of India (NSE) w.e.f. 18[th] August, 2018. By SME listing of two years and four month, the Company has gained a good experience in terms of corporate governance practices and board procedures. On the other side business of the Company has also been

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increased rapidly in export business. The listing of the Company has helped your Company in many aspects like enhanced branding, better transparency and accountability and overall wealth creation of the stakeholders.

As per the regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 with SEBI vide their circulated dated 18[th] May, 2010 and National Stock Exchange (NSE) circular NSE/SME/37551 dated April l8, 2018, an issuer whose specified securities are listed on a SME Platform can migrate to the Main Board after completion of two years of listing on SME platform if its shareholders approve such a migration by passing a special resolution through postal ballot to this effect and subject to fulfillment of other Main Board listing conditions.

The Board of Directors vide their meeting held on 19[th] January, 2021 proposed to migrate from NSE SME (EMERGE) Segment to Main Board of National Stock Exchange of India (NSE) as it will enhance participation of retail investors in large numbers and overall market capitalization of the Company may also get increase.

The members are therefore, requested to accord their approval for the purpose of migration of the Company‟s present listing from NSE SME (EMERGE) Segment to Main Board of National Stock Exchange of India (NSE) as set out in the resolution.

Pursuant to Section 102 of Companies Act, 2013, the Board of Directors of the Company do and hereby confirm that none of its Directors, Key Managerial Personnel and relatives thereof is or are interested, financially or otherwise in the aforesaid resolution except to their shareholding, if any, in the company in the resolution set out in item no. 3.

Hence the aforesaid resolution is placed before the shareholders of the Company for their consent through Postal Ballot and E-voting under Section 110 and Section 108 of the Companies Act, 2013 respectively.

Board of Directors of your Company recommends passing resolution set out in item no. 3 of the Notice as Special Resolution.

By order of Board of Directors, For Tembo Global Industries Limited

Place: Navi Mumbai Date: 19[th] January, 2021

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Mr. Sanjay Jashbhai Patel Chairman & Managing Director DIN: 01958033

Registered Office:

Plot No- PAP D- 146/ 147, TTC MIDC, Turbhe ,Navi Mumbai-400705

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