Tembo Global Industries Limited - Proxy Solicitation & Information Statement 2024

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To,

National Stock Exchange of India Ltd. Date: 09/9/2024 Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051

Symbol: TEMBO

Dear Sir/Madam, - Subject: Notice of the Extra Ordinary General Meeting of the Members scheduled to be held on Tuesday, October 1, 2024 at 04.00 P.M. (IST)

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please take note that the Extra-Ordinary General Meeting of the Members of the Company is scheduled to be held on Tuesday, October 1, 2024 at 01.00 P.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”).

The Notice of the Extra-Ordinary General Meeting is uploaded on the company’s website www.tembo.in and enclosed herewith for the reference of members.

Further, the electronic copy of the Notice of the Extra-Ordinary General Meeting has been dispatched / sent to the Members through email on Monday, September 9, 2024, whose email were registered with the Company’s Registrar and Share Transfer Agent/ Depositories.

Further, please note the following:

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Sr. Particulars Date
No.
1 Cut-off Date/ Tuesday, September 24, 2024
Record Date for
determining the
eligibility of the
Members to cast
their vote
through remote
e-voting prior to
the meeting ore-
voting during the
meeting.
2 Remote e-voting Commence on Saturday, September 28, 2024at
Period 09.00 A.M. and end on Monday, September 30,
2024at 05.00 P.M. (IST).
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We request you to kindly take the above on record and bring to the notice of all concerned.

Encl: Notice of Extra-Ordinary General Meeting

Yours faithfully, For Tembo Global Industries Limited

Sanjay Jashbhai Patel Managing Director DIN: 01958033 Mumbai

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NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting (“the EGM / the Meeting”) of the Members of M/s. Tembo Global Industries Limited (“the Company”) will be held on Tuesday, October 01, 2024 , at 01:00 P.M. (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) (“hereinafter referred to as “electronic mode”) to transact the following business:

SPECIAL BUSINESS:

1. ISSUE OF 20,00,000 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

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

“RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited (“NSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permissions(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Director of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members be and is hereby accorded to create, issue, offer and allot, from time to time in one or more tranches, up to 20,00,000 (Twenty Lakhs) Equity Share of the Face Value of Rs. 10/- (Rupees Ten Only) each on a preferential basis, for cash, at an Issue Price of Rs. 285/- (Rupees Two Hundred and Eighty Five Only) including premium of Rs. 275/- (Rupees Two Hundred Seventy-Five Only) each per share which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations (‘Issue Price’) aggregating to an amount not exceeding Rs. 57,00,00,000/- (Rupees Fifty Seven Crores Only) to the following promoter and non-promoter individual/entities (hereinafter referred to as the (“Proposed Allottees of Equity Shares”), to the following non-promoter individual/entities (hereinafter referred to as the “Proposed Allottees of Equity Shares”) as detailed in ANNEXURE ‘A’ , determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, on such further terms and conditions as may be finalized by the Board of Directors.

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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of ICDR Regulations including Regulation 161, the “Relevant Date” for determining the Floor Price of Equity Shares shall be Sunday, September 01, 2024, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders of the Company scheduled to be held on Tuesday, October 01, 2024.

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

a. The proposed allottees of equity shares shall be required to bring in 100% of the consideration, for the Equity Shares to be allotted, on or prior to the date of allotment thereof, from their respective bank account.
b. The pre-preferential shareholding of the Proposed Allottee of equity shares, if any, and Equity Shares to be allotted to the Proposed Allottees of equity shares shall be under lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations.
c. The Equity Shares to be allotted to the Proposed Allottee of equity shares under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.
d. The Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing this resolution, provided where the allotment of the Equity Shares is pending on account of the pendency of any approval of such allotment by any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.
e.
Allotment of Equity Shares shall only be made in dematerialized form.
f. The issue and allotment of Equity Shares shall be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.
g. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company or the Company Secretary of the Company, be and are hereby authorized severally on behalf of the Company to take all actions and to do all such acts, deeds, matters and things and perform such actions as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, authorize any person including to seek listing, apply for ‘in-principle’ approval of the Equity Shares to be issued and allotted to the above mentioned allottees and to modify, accept and give effect to any modifications in the terms and conditions of the issue as they may deem fit, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such person as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit 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 listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the Preferential 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 pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the proposed allottees and issue a private placement offer cum application letter in the Form PAS-4 to the proposed allottees inviting to subscribe to the Equity shares in accordance with the provisions of the Act.

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be required in connection with the aforesaid resolution, including issue of offer letter, making necessary filings with Stock Exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental / regulatory authorities to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified to be true by anyone of the Directors of the Company or the Company Secretary of the Company be furnished to the appropriate authorities with a request to act thereon.”

2. ISSUE OF 8,10,000 SHARE WARRANTS, CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

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

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“RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), Bombay Stock Exchange Limited (“BSE”) , National Stock Exchange of India Limited (“NSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permissions(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Director of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members be and is hereby accorded to create, issue, offer and allot, from time to time in one or more tranches, up to 8,10,000 (Eight Lakhs Ten Thousand) Share Warrants (“Warrants”) each Warrant convertible into 1 (one) Equity Share of the Face Value of Rs. 10/- (Rupees Ten Only) each on a preferential basis, for cash, at an issue price of Rs. 285/- (Two Hundred and Eighty-Five Only) including premium of Rs. 275/(Rupees Two Hundred and Seventy Five Only) each per Warrant at the price determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations (‘Warrant Issue Price’) aggregating to an amount not exceeding Rs. 23,08,50,000/(Rupees Twenty-Three Crores Eight Lakhs Fifty Thousand Only ), to the following promoter individual (hereinafter referred to as the “Proposed Allottees of Share Warrant”), entitling the warrant holders to exercise option to convert and get allotted 1 (One) Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company (“Equity Shares”) for each Warrant, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, and in such form and manner and in accordance with the provisions of ICDR Regulations and Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members:

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Sr. Names of the Proposed Allottees of Category No. of Outcome of the
No. Share Warrants (Promoter Shares subscription /
and Non- Warrants Investment
Promoter) proposed to amount (INR)
be issued (Approx/
(up to) maximum.)
1 Fatema Shabbir Kachwala Promoter 405,000 115,425,000
2 Sanjay Jashbhai Patel Promoter 202,500 57,712,500
3 Samita Patel Promoter 202,500 57,712,500
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RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of the Warrants shall be subject to the following terms and conditions apart from the other terms and conditions 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 exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each to the Warrant holders;
b. An amount equal to 25% (Twenty-Five Percent) of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% (Seventy-Five Percent) of the Warrant Issue Price shall be payable by the Warrant Holder(s) on or before the exercise of the entitlement attached to the Warrant(s) to subscribe for the Equity Shares;
c. The respective Warrant holder shall make payment of Warrant price from their own bank account into to the designated bank account of the Company.
d. The Warrants shall be exercised in a manner that shall be in compliance with the minimum public shareholding norms prescribed for the Company under the Listing Regulations and the Securities Contract (Regulation) Rules, 1957;
e. The Warrants themselves until converted into Equity Shares, does not give to the Warrant Holder any rights (including any dividend or voting rights) in the Company in respect of such Warrants.
f. The Equity Shares to be so allotted upon the exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respect including dividend, with the existing Equity Shares of the Company;
g. The Warrants and the Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under Chapter V of the ICDR Regulations from time to time;
h. The Company shall re-compute the price of the Warrants/ Equity Shares issued upon exercise of the Warrants in terms of the ICDR Regulations, where it is required to do so and the differential price, if any, shall be required to be paid by such Warrant Holders to the Company in accordance with the provisions of the ICDR Regulations;
i. The allotment of Warrants pursuant to this resolution shall be completed within a period of 15 (fifteen) days from the passing of this resolution, provided that, where the allotment pursuant to this resolution is pending on account of pendency of any approval for such

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allotment by any regulatory authority or the Central Government, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approval(s);

j. The allotment of the Equity Shares pursuant to exercise of Warrants shall be completed within a period of 15 (Fifteen) days from the date of such exercise by the allottee; and warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.
k. In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.
l. The Company shall procure the listing and trading approvals for the resulting Equity Shares to be issued and allotted to the Warrant Holders upon exercise of the Warrants are received from the relevant Stock Exchanges in accordance with the ICDR Regulations and the Listing Regulations;

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the proposed allottees and issue a private placement offer cum application letter in the Form PAS-4 to the proposed allottees inviting to subscribe to the Warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted up to exercise of the Warrants held by the Warrant Holders;

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memoranda, documents to give effect to the resolutions above (including for

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appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the Proposed Allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of directors or any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the Members and take all steps and decisions in this regard;

By order of the Board

For Tembo Global Industries Limited

Sd/-

Sanjay Jashbhai Patel Managing Director DIN- 01958033 Registered Office: -Plot No- PAPD- 146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705

Place: Navi Mumbai Date: September 9, 2024

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NOTES

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) setting out material facts concerning the special business matters, is annexed hereto.
Pursuant to General Circulars No.14/2020 dated April 8,2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021,No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022, No. 10/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circulars’),the Company is convening the Extra-Ordinary General Meeting (the EGM/the meeting) through Video Conferencing(VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India (SEBI), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and October 7, 2023 (SEBI Circulars) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations).
Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company, however, since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to the Notice.
Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution / Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution /Authorization shall be sent to the Scrutinizer by email through their registered email address to [email protected] with copies marked to the Company at [email protected] and [email protected].
Registration of email ID and Bank Account details:

In case the shareholder’s email ID is already registered with the Company/its Registrar & Share Transfer Agent “RTA”/Depositories, the log in details for e-voting are being sent to the registered email address.

In case the shareholder has not registered his/her/their email address with the Company/its RTA/ Depositories and have not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

a. Members are requested to send all communications relating to shares, unclaimed dividends, change of address, bank details, email address etc. to the Registrar and

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Share Transfer Agent:

BIG SHARE SERVICES PRIVATE LIMITED CIN – U99999MH1994PTC076534 Address: Bharat Tin Works Bldg Opp Vasant Oasis, Makwana Road Marol Andheri East, Mumbai - 400059 Tel.: 02262638200 E-mail: [email protected] Website: www.bigshareonline.com

b. In the case of Shares held in Demat mode:

The shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

The Notice of the EGM is being sent only by electronic mode to those Members whose email addresses are registered with the Company / Depositories in accordance with the aforesaid MCA and SEBI circulars. Members may note that the Notice of EGM will also be available on the Company’s website: www.tembo.in, websites of National Stock Exchange of India Limited at www.nseindia.com and is also available at NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. Members can attend and participate in the ExtraOrdinary General Meeting through VC / OAVM facility only.
Members attending the meeting through VC / OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent.
Members who wish to inspect the Statutory Registers maintained under the Companies Act, 2013 and relevant documents referred to in this Notice of EGM and explanatory statement on the date of EGM in electronic mode can send an email to [email protected]. The Company has been maintaining, inter alia, the statutory registers at its registered office. In accordance with the MCA Circulars, the said registers will be made accessible for inspection through electronic mode and shall remain open and be accessible to any member during the continuance of the meeting.
Members of the Company holding shares either in physical form or in dematerialized forms as on cut-off date i.e., Tuesday, September 24, 2024 , will be entitled to vote on the resolutions proposed in the Notice.
Members are requested to quote their Folio No. or DP ID/ Client ID, in case shares are in physical/ dematerialized form, as the case may be, in all correspondence with the Company / Registrar and Share Transfer Agent.
Information relating to e-voting and other instructions are as under:

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a. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. The Company has engaged the services of National Securities Depository Limited as the Agency to provide e-voting facility for voting through remote e- Voting, for participation in the EGM through VC/OAVM Facility and e-Voting during the EGM.
b. The Board of Directors of the Company has appointed Mr. Mihen Halani, Proprietor of M/s. Mr. Mihen Halani & Associates, Practicing Company Secretaries (FCS 9926; COP 12015) as Scrutinizer to scrutinize the voting and remote e voting process in fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.
c. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. Tuesday, September 24, 2024.
d. Remote e-voting will commence at 09:00 A.M. on Saturday, September 28, 2024 and will end at 05:00 P.M. on Monday, September 30, 2024, when remote e-voting will be blocked by NSDL.
The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on a first come first served basis . This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors and Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the meeting without restriction on account of first come first served basis.
Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

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As per SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can 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 to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on Saturday, September 28, 2024 at 09:00 A.M. and ends on Monday, September 30, 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, September 24, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, September 24, 2024.

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

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

- Step 1: Access to NSDL e Voting system

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

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

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Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders	1. ExistingIDeAS user can visit the e-Services website of NSDL Viz.
holding securities in demat mode with NSDL.		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-Votingservices andyou will be able to see

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e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be re-directed to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register
Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing
the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen-digit
demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the
meeting.
4. Shareholders/Members can also download NSDL Mobile App
“ NSDL Speede ” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login
holding securities in demat through their existing user id and password. Option will be made
mode with CDSL available to reach e-Voting page without any further
authentication. The users to login Easi /Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon &
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	New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is
in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on login
& New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available onwww.cdslindia.comhome page. The system will
authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option
where the e-voting is in progress and also able to directly access
the system of all e-VotingService Providers.

Individual Shareholders
(holding securities in demat
mode) login through their
depository participants

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

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

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

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Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at 022-4886 7000 and 022-2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 18002255 33

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

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

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, your Password/OTP 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.

Your User ID details are given below:

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

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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

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

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

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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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 [email protected] with a copy marked to [email protected] and [email protected] . 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.
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.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at [email protected]

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 :

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 [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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.

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

The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

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

Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

By order of the Board For Tembo Global Industries Limited

Sd/Sanjay Jashbhai Patel Managing Director DIN- 01958033 Registered Office: -Plot No- PAPD- 146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705

Place: Navi Mumbai Date: September 9, 2024

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

ISSUE OF 20,00,000 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER AND NON-PROMOTER CATEGORY:

The Board of Directors of the Company in its meeting held on September 9, 2024, subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of Share Warrants up to 20,00,000 (Twenty Lakhs) Equity Shares of a face value of Rs. 10/(Rupees Ten Only) each of the Company at an Issue Price of Rs. 285/- (Rupees Two Hundred Eighty Five Only) including premium of Rs. 275/- (Rupees Two Hundred and Seventy-Five Only) each per Equity Share which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations aggregating to an amount not exceeding Rs. 57,00,00,000/- (Rupees Fifty Seven Crores Only) to the proposed allottees being Promoter(s) and persons other than Promoter(s).

Requisite information or details in respect of the proposed Preferential Issue of Equity shares in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V 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:

1. The objects of the preferential issue:

The Company intends to utilize the proceeds raised through the Preferential Issue to meet the a) To broad base the capital structure of the Company required for business growth and future expansion plans.

b) To meet increased working capital requirements.

c) General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company.

However, the funds to be used for general corporate purposes shall not exceed twenty-five percent of the funds to be raised through this preferential issue.

* Contingent upon full subscription of offer and considering 100% conversion of Warrants into Equity Shares within the stipulated time.

The Company shall have exclusive authority over the direct application of the aforementioned Net Proceeds, or alternatively, may opt for deployment through equity/debt contributions to its subsidiaries, joint ventures, or associates, all in accordance with the applicable legal and regulatory frameworks.

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The Main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap which shall not exceed +/- 10% of the amount specified for that object of size of the Preferential Issue in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022.

If the Issue Proceeds are not utilized (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilized in subsequent periods in such manner as may be determined by the Board, in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.

2. Particulars of the offer including the maximum number of specified securities to be issued.

Preferential issue of 20,00,000 (Twenty Lakhs) Equity Shares of face value of Rs. 10/- each at an issue price not exceeding Rs. 285/- (Two Hundred and Eighty-Five Only) including premium of Rs. 275/- (Rupees Two Hundred and Seventy Five Only) each per Equity Share aggregating to an amount not exceeding Rs. 57,00,00,000/- (Rupees Fifty Seven Crores Only) in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

3. Relevant Date with reference to which the price has been arrived at:

In terms of the provisions of Chapter V of ICDR Regulations, the relevant date for determining the Minimum Issue Price of Warrants shall be September 1, 2024, being the date 30 days prior to the date of the Extra-Ordinary General Meeting of the Company scheduled to be held, i.e., Tuesday, October 1, 2024.

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

The Equity Shares of Company are listed on National Stock Exchange of India Limited (“NSE”). The equity shares are infrequently traded in terms of the SEBI ICDR Regulations and NSE, being the Stock Exchange with higher trading volumes for the preceding 90 (ninety) trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with

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Chapter V of the SEBI ICDR Regulations. Further, the Articles of Association of the Company does not contain any article which provides for determination of price in case of preferential issue.

In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the securities may be issued computes to Rs. 281.86/- (Rupees Two Hundred and Eighty-one and Eighty Six Paise Only) per Equity Share, being higher of the following:

a. the 90 (Ninety) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 281.86/- ;
b. the 10 (Ten) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 244.33/- ;

The company has obtained valuation report dated September 9, 2024 issued by Mr. Binal B. Darji, Chartered Accountant, Registered Valuer (IBBI Registration No. IBBI/RV/02/2021/14321, Registered Valuer and the price of the equity shares has been determined taking into account the valuation report of the registered valuer.

Further a certificate has been obtained from M/s. Mihen Halani & Associates, Practicing Company Secretary certifying compliance with the Floor Price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of the Chapter V of SEBI ICDR Regulation.

Further, this preferential issue will not result in a change in control or allotment of more than five per cent of the post issue fully diluted share capital of the company, to an allottee or to allottees acting in concert, hence there is no requirement of valuation report from registered valuer.

5. Amount which the Company intends to raise by way of such securities.

The company intends to raise an amount not exceeding 57,00,00,000/- (Rupees Fifty Seven Crores Only).

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

None of the directors or promoters, except to the extent of their individual shareholding in the company intend to subscribe to the preferential issue.

7. Time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, the Equity Shares shall be allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this Resolution provided that where the allotment of the proposed Warrants is pending on account of receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be

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completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of equity shares in dematerialized form.

8. Name of the proposed allottee, class and percentage of post Preferential Issue capital that may be held by them:

The details have been provided in Annexure A forming part of this Notice.

9. The Shareholding pattern of the Company before and after the Preferential Issue:

The shareholding pattern of the Company before and after considering the preferential issues under this Notice is provided in Annexure C forming part of this Notice.

10. Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

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

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Warrants and including the conversion thereof into Equity Shares of the Company.

12. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

During the year, the Company has not allotted any securities on a preferential basis.

13. Undertaking as to Re-computation of the share price:

Since the Equity Shares of the Company are listed on recognized stock exchanges for more than 90 (Ninety) trading days, the price computation and lock-in extensions, required pursuant to Regulations 164(3) and 167(5) of the SEBI (ICDR) Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the SEBI (ICDR) Regulations are not applicable. If the Company is required to re-compute the price then it shall undertake such recomputation and if the amount payable on account of the re-computation of price is not paid by the Proposed Allottees within the time stipulated in the SEBI ICDR Regulations, the Warrants proposed to be issued pursuant to this resolution would have been continued to be locked in till the time such amount would have paid by the Proposed Allottees.

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14. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a willful defaulter or a fraudulent borrower:

Neither the Company nor its promoters nor the Directors of the Company have been identified as willful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

15. The current and proposed status of the allottee of share warrant post the preferential issue - namely, promoter or non promoter investors:

The current and proposed status of the allottee of share warrant post the preferential issue shall be non-promoters

16. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable

17. Lock-in-period:

The Equity Shares allotted shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations.

The entire pre-preferential allotment shareholding of all the allottees shall be locked-in from the relevant date up to a period of 90 (Ninety) trading days from the date of the allotment of Warrants as specified under Regulation 167(6) of the SEBI (ICDR) Regulations.

18. Practicing Company Secretary’s Certifcate:

The certificate from M/s. Mihen Halani, Practicing Company Secretary, having his office at A- Wing, 501L, Jaswanti Allied Business Centre, Ramchandra Lane, Next to Khwaish Presidency, Malad (West), Mumbai-400064, MH, In, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations shall be available for inspection to the Members at the Meeting and is made available on the website of the Company at www.tembo.in

19. Undertaking:

In terms of the ICDR Regulations, the Company hereby undertakes that:

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a) It would re-compute the price of the securities specified above in terms of the Provisions of the SEBI (ICDR) Regulations, where it is required to do so.

b) If the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the above specified securities shall continue to be locked in till the time such amount is paid by allottee.

c) The Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI Listing Regulations.

20. Other disclosures:

a. The Company is eligible to make the Preferential Issue under Chapter V of the SEBI (ICDR) Regulations;
b. Neither the Company nor its directors or Promoters have been declared as willful defaulter or a 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;
c. The proposed allottee of share warrants has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.
d. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company but failed to exercise them.
e. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the listing agreement with the Stock Exchange(s) where the equity shares of the Company are listed.
f. The issue of Equity Shares after the shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company and shall be made in a dematerialized format only.
g. The Equity Shares being issued after the conversion of share warrants shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.
h. The raising of capital pursuant to the proposed resolution is subject to force majeure circumstances and conditions conducive capital market environment.

Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for authorizing the Board of Directors of the Company to create, offer, issue and allot convertible warrants as specifically described in the resolutions set out at Item No.: 01 of this Notice.

The Board of Directors believes 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 the Item No.: 01 in the accompanying notice for approval by the Members.

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

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ITEM NO. 2

ISSUE OF 8,10,000 SHARES WARRANTS CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER CATEGORY:

The Board of Directors of the Company in its meeting held on September 9, 2024, subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of Share Warrants up to 8,10,000 (Eight Lakhs Ten Thousand) Shares warrants converted into equity shares of a face value of Rs. 10/-(Rupees Ten Only) each of the Company at an Issue Price of Rs. 285/- (Rupees Two Hundred Eighty Five Only) including premium of Rs. 275/- (Rupees Two Hundred and Seventy-Five Only) each per Equity Share which is more than the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VII of the SEBI ICDR Regulations aggregating to an amount not exceeding Rs. 23,08,50,000/- (Rupees Twenty Three Crores Eight Lakhs Fifty Thousand Only) to the proposed allottees being Promoter(s).

Requisite information or details in respect of the proposed Preferential Issue of Warrants in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V 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:

1. The objects of the preferential issue:

b) To meet increased working capital requirements.

c) General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company.

However, the funds to be used for general corporate purposes shall not exceed twenty-five percent of the funds to be raised through this preferential issue.

* Contingent upon full subscription of offer and considering 100% conversion of Warrants into Equity Shares within the stipulated time.

The Main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the

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present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

2. Particulars of the offer including the maximum number of specified securities to be issued.

Preferential issue of 8,10,000 (Eight Lakhs Ten thousand) Equity Shares of face value of Rs. 10/each at an issue price not exceeding Rs. 285/- (Two Hundred and Eighty-Five Only) including premium of Rs. 275/- (Rupees Two Hundred and Seventy Five Only) each per Equity Share aggregating to an amount not exceeding Rs. 23,08,50,000/- (Rupees Twenty-Three Crores Eight Lakhs Fifty Thousand Only ) in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

3. Relevant Date with reference to which the price has been arrived at:

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

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Chapter V of the SEBI ICDR Regulations. Further, the Articles of Association of the Company does not contain any article which provides for determination of price in case of preferential issue.

a. the 90 (Ninety) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 281.86/- ;
b. the 10 (Ten) trading days Volume Weighted Average Price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date i.e. Rs. 244.33/- ;

5. Amount which the Company intends to raise by way of such securities.

The company intends to raise an amount not exceeding Rs. Rs. 23,08,50,000/- (Rupees TwentyThree Crores Eight Lakhs Fifty Thousand Only )

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

Name of the Proposed Allottee	Category (Promoter/ Non - Promoter)	No. of securities to be allotted
Ms. Fatema Shabbir Kachwala	Promoter and Director	405,000

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Mr. Sanjay Jashbhai Patel	Promoter and Director	202,500
Samita Patel	Promoter	202,500

7. Time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, the Warrants shall be allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this Resolution provided that where the allotment of the proposed Warrants is pending on account of receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of equity shares in dematerialized form.

8. Name of the proposed allottee, class and percentage of post Preferential Issue capital that may be held by them:

The details have been provided in Annexure B forming part of this Notice.

9. The Shareholding pattern of the Company before and after the Preferential Issue:

The shareholding pattern of the Company before and after considering the preferential issues under this Notice is provided in Annexure C forming part of this Notice.

10. Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

Not Applicable as all the proposed allottees are natural person.

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

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Warrants and including the conversion thereof into Equity Shares of the Company.

12. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

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During the year, the Company has not allotted any securities on a preferential basis.

13. Undertaking as to Re-computation of the share price:

14. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a willful defaulter or a fraudulent borrower:

15. The current and proposed status of the allottee of share warrant post the preferential issue - namely, promoter or non promoter investors:

The current and proposed status of the allottee of share warrant post the preferential issue shall be non-promoters

16. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable

17. Lock-in-period:

The Equity Shares allotted shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations.

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18. Practicing Company Secretary’s Certifcate:

19. Undertaking:

In terms of the ICDR Regulations, the Company hereby undertakes that:

a) It would re-compute the price of the securities specified above in terms of the Provisions of the SEBI (ICDR) Regulations, where it is required to do so.

20. Other disclosures:

a. The Company is eligible to make the Preferential Issue under Chapter V of the SEBI (ICDR) Regulations;
b. Neither the Company nor its directors or Promoters have been declared as willful defaulter or a 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;
c. The proposed allottee of share warrants has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.
d. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company but failed to exercise them.
e. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the listing agreement with the Stock Exchange(s) where the equity shares of the Company are listed.
f. The issue of Equity Shares after the shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company and shall be made in a dematerialized format only.
g. The Equity Shares being issued after the conversion of share warrants shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

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h. The raising of capital pursuant to the proposed resolution is subject to force majeure circumstances and conditions conducive capital market environment.

Except Ms. Fatema Shabbir Kachwala, Mr. Sanjay Jashbhai Patel and Samita Patel, to the extent of their respective shareholding, none of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

Annexure A

(P: Promoter and NP: Non-Promoter)

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Sr. Name of the Promoter Pre % NO of shares (up to) Issue Outcome of the
no. Investors/proposed (P)/Non share- Price subscription /
allottees Promoter holding Investment
(NP) amount (INR)
(Approx.)
1 Expertpro Realty NP - - 250,000 285 71,250,000
Private Limited
2 NVS Corporate NP - - 50,000 285 14,250,000
Consultancy
Services Pvt. Ltd
3 Growfast Securities NP - - 45,000 285 12,825,000
& Credit Private
Limited
4 Wow Investments NP - - 36,000 285 10,260,000
5 Hemant Kothari NP - - 35,000 285 9,975,000
6 Nisha Kothari NP - - 35,000 285 9,975,000
7 Priti Kothari NP - - 35,000 285 9,975,000
8 Sanjay Kothari NP - - 35,000 285 9,975,000
9 Vineet Gupta NP - - 32,500 285 9,262,500
10 Vikas Aggarwal NP - - 32,500 285 9,262,500
11 Tattvam AIF Trust NP - - 32,500 285 9,262,500
12 Sh Pushkar Mal NP - - 32,500 285 9,262,500
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Gupta
13 Greek Venture NP - - 29,250 285 8,336,250
Corporation
14 Badami NP - - 27,000 285 7,695,000
Investments
15 Arshdeep singh NP - - 26,000 285 7,410,000
16 Wealthologists Pvt. NP - - 26,000 285 7,410,000
Ltd
17 Sunil Sponge & NP - - 26,000 285 7,410,000
Power Pvt. Ltd.
18 Shri Bajrang NP - - 25,000 285 7,125,000
Commodity
19 Rajat Arora NP - - 24,500 285 6,982,500
20 Surinder Kaur NP - - 24,500 285 6,982,500
21 Ruhina Sharma NP - - 24,500 285 6,982,500
22 Sveltetech NP - - 24,500 285 6,982,500
Technologies
Private Limited
23 Bhaijee Portfolio NP - - 24,500 285 6,982,500
Private Limited
24 Sunil Kumar Gupta NP - - 24,500 285 6,982,500
25 Raj Paul Narag NP - - 24,500 285 6,982,500
26 Vikash Gupta NP - - 24,500 285 6,982,500
27 SKG Asset NP - - 24,500 285 6,982,500
Management
Private Limited
28 Kapil Gupta NP - - 24,500 285 6,982,500
29 Bhupesh Garg NP - - 24,500 285 6,982,500
30 Rajat Goel NP - - 24,500 285 6,982,500
31 Amit Jain NP - - 22,750 285 6,483,750
32 Zeta Global Funds NP - - 21,000 285 5,985,000
(OEIC ) PCC Limited
-ZETA Series B Fund
PC
33 Dipak Periwal NP - - 20,000 285 5,700,000
34 Saurav Raidani NP - - 19,000 285 5,415,000
35 Dipak Raheja NP - - 19,000 285 5,415,000
36 Girishkumar NP - - 18,000 285 5,130,000
Amtrulal Bhandari
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37 Aarson NP - - 18,000 285 5,130,000
Investments
38 Vijay Shrikishan NP - - 16,250 285 4,631,250
Kabra
39 Shubham Bansal NP - - 16,250 285 4,631,250
40 Kusum Goel NP - - 16,250 285 4,631,250
41 Shrinox Industries NP - - 16,000 285 4,560,000
42 Abhay D Shah NP - - 15,500 285 4,417,500
43 Mahesh U Jain NP - - 15,500 285 4,417,500
44 Nandan P NP - - 15,500 285 4,417,500
Ganapatra
45 HBS Enterprises LLP NP - - 15,500 285 4,417,500
46 Vijay Kumar Pahwa NP - - 15,500 285 4,417,500
47 Devanshi Mihir NP - - 15,000 285 4,275,000
Shah
48 Rajeev Sukumar NP - - 15,000 285 4,275,000
Jain
49 NPRS Financial NP - - 15,000 285 4,275,000
Services Private
Limited
50 Prashanth NP - - 14,040 285 4,001,400
Jnanendra
51 Amar Kailash NP - - 13,500 285 3,847,500
Asnani
52 Bond Root Finance NP - - 13,000 285 3,705,000
Pvt Ltd
53 Easy Investology NP - - 13,000 285 3,705,000
Private Limited
54 Ranjeet Chunilal NP - - 13,000 285 3,705,000
Shah
55 Anant Balkrishna NP - - 13,000 285 3,705,000
Bahirat
56 Rachit Vohra HUF NP - - 13,000 285 3,705,000
57 KALAVATI H JAIN NP - - 13,000 285 3,705,000
58 Abhay D Musale NP - - 13,000 285 3,705,000
59 Sameer Pahlajani NP - - 12,600 285 3,591,000
60 Rajeev Jeswani NP - - 12,600 285 3,591,000
61 Touchstone NP - - 12,600 285 3,591,000
Ventures LLP
62 Haria Enterprise NP - - 12,500 285 3,562,500
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LLP
63 Fenkin NP - - 12,500 285 3,562,500
infraventures
Private Limited
64 Alpa Sunil Chheda NP - - 12,500 285 3,562,500
65 Kajal Mahindra NP - - 12,500 285 3,562,500
Shah
66 Navin Chapshi Shah NP - - 12,500 285 3,562,500
67 Santosh Panda NP - - 12,500 285 3,562,500
68 Aadesh Suresh Jain NP - - 12,500 285 3,562,500
69 Mytash Financial NP - - 12,500 285 3,562,500
Advisors Private
Limited
70 Hetal Jigar Gogri NP - - 12,500 285 3,562,500
71 Dilip Keshrimal NP - - 12,000 285 3,420,000
Sanklecha
72 Ravi Ashok Kothari NP - - 12,000 285 3,420,000
73 Ishwari NP - - 12,000 285 3,420,000
Kamalkishor Dayma
74 Priyanka Datta NP - - 11,000 285 3,135,000
75 Ten Eighty NP - - 11,000 285 3,135,000
Investments
76 Rohan NP - - 11,000 285 3,135,000
Madhukumar Mota
77 Naren R Karani NP - - 11,000 285 3,135,000
78 Vinod K Patil NP - - 10,555 285 3,008,175
79 Ananda NP - - 10,550 285 3,006,750
Ramchandra
Shejwal
80 Shilpi Ajit Singh NP - - 10,530 285 3,001,050
81 Kshma Jaswant NP - - 10,500 285 2,992,500
Shah
82 Babita Jayantilal NP - - 10,500 285 2,992,500
Jain
83 Rohan Chaudhary NP - - 10,500 285 2,992,500
84 Kirshankumar NP - - 10,500 285 2,992,500
Singhal
85 Chirag B Sheth NP - - 10,000 285 2,850,000
86 Sharad Amritlal NP - - 10,000 285 2,850,000
Jhaveri
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87 Pradeep sood NP - - 8,775 285 2,500,875
88 Abhishek Rathi NP - - 8,750 285 2,493,750
89 Phronesis Capital NP - - 8,500 285 2,422,500
Limited
90 Priyanka NP - - 8,000 285 2,280,000
Chandrakant
Deokate
91 Shantilal Joshi NP - - 8,000 285 2,280,000
92 Sagar Jethalal NP - - 8,000 285 2,280,000
Nishar
93 Hanish Chug NP - - 8,000 285 2,280,000
94 Sakshi Kukreja NP - - 8,000 285 2,280,000
95 Anish Jug NP - - 8,000 285 2,280,000
96 Mona Monga NP - - 8,000 285 2,280,000
97 Samir A Jhaveri NP - - 8,000 285 2,280,000
98 Shruti Sodhani NP - - 7,000 285 1,995,000
99 Rajesh Kunmar NP - - 6,500 285 1,852,500
Aggarwal
100 Vinay Jain NP - - 6,250 285 1,781,250
101 Deepak Kumar Jain NP - - 6,250 285 1,781,250
102 Suresh Patil NP - - 6,150 285 1,752,750
103 Gladis Menezes NP - - 6,100 285 1,738,500
Total 20,00,000 570,000,000
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Annexure B

(P: Promoter and NP: Non-Promoter)

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Sr. Name of the Investors/proposed allottees Promoter NO of shares Issue Outcome of the
no. (P)/Non warrants (up Price subscription /
Promoter to) Investment amount
(NP) (INR) (Approx.)
1 Fatema Shabbir Kachwala P 405,000 285 115,425,000
2 Sanjay Jashbhai Patel P 202,500 285 57,712,500
3 Samita Patel P 202,500 285 57,712,500
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ANNEXURE C

By order of the Board For Tembo Global Industries Limited

Sd/-

Sanjay Jashbhai Patel Managing Director DIN- 01958033 Registered Office: -Plot No- PAPD- 146/147, TTC MIDC, Turbhe, Navi Mumbai – 400705

Place: Navi Mumbai Date: September 9, 2024

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AI assistant

Tembo Global Industries Limited — Proxy Solicitation & Information Statement 2024

62443_rns_2024-09-09_b2453a0a-e5fc-4a9e-82af-a639017990be.pdf

Dear Sir/Madam, - Subject: Notice of the Extra Ordinary General Meeting of the Members scheduled to be held on Tuesday, October 1, 2024 at 04.00 P.M. (IST)

NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING

SPECIAL BUSINESS:

1. ISSUE OF 20,00,000 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

2. ISSUE OF 8,10,000 SHARE WARRANTS, CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

By order of the Board

Sd/-

NOTES

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

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

- Step 1: Access to NSDL e Voting system

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

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

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

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

ISSUE OF 20,00,000 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER AND NON-PROMOTER CATEGORY:

1. The objects of the preferential issue:

2. Particulars of the offer including the maximum number of specified securities to be issued.

3. Relevant Date with reference to which the price has been arrived at:

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

5. Amount which the Company intends to raise by way of such securities.

7. Time frame within which the Preferential Issue shall be completed:

8. Name of the proposed allottee, class and percentage of post Preferential Issue capital that may be held by them:

9. The Shareholding pattern of the Company before and after the Preferential Issue:

10. Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

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

13. Undertaking as to Re-computation of the share price:

14. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a willful defaulter or a fraudulent borrower:

15. The current and proposed status of the allottee of share warrant post the preferential issue - namely, promoter or non promoter investors:

17. Lock-in-period:

18. Practicing Company Secretary’s Certifcate:

19. Undertaking:

20. Other disclosures:

ITEM NO. 2

ISSUE OF 8,10,000 SHARES WARRANTS CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE PROMOTER CATEGORY:

1. The objects of the preferential issue:

2. Particulars of the offer including the maximum number of specified securities to be issued.

3. Relevant Date with reference to which the price has been arrived at:

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

5. Amount which the Company intends to raise by way of such securities.

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

7. Time frame within which the Preferential Issue shall be completed:

8. Name of the proposed allottee, class and percentage of post Preferential Issue capital that may be held by them:

9. The Shareholding pattern of the Company before and after the Preferential Issue:

10. Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

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

13. Undertaking as to Re-computation of the share price:

15. The current and proposed status of the allottee of share warrant post the preferential issue - namely, promoter or non promoter investors:

17. Lock-in-period:

18. Practicing Company Secretary’s Certifcate:

19. Undertaking:

20. Other disclosures:

Annexure A

(P: Promoter and NP: Non-Promoter)

Annexure B

(P: Promoter and NP: Non-Promoter)

ANNEXURE C

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Tembo Global Industries Limited Proxy Solicitation & Information Statement 2024