Transoceanic Properties Ltd. — Proxy Solicitation & Information Statement 2025

Mar 28, 2025

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Date: 28.03.2025

To

BSE Limited

Department of Corporate Services P. J. Towers, Dalal Street, Mumbai – 400001

Company Code: 509003

Name of the Company: Megh Mayur Infra Limited (“Company”) (Formerly known as Poddar Infrastructure Limited and therebefore known as Transoceanic Properties Limited)

E-Mail Id of the Company : grievances@meghmayur.com

Sub: Submission of Notice of Extraordinary General Meeting of Megh Mayur Infra Limited (“Company”)

Dear Sir/ Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, Notice is hereby given that an Extraordinary General Meeting ('EGM') of the members of the Company will be held on Thursday, 24[th] April, 2025 at 11:00 A.M. at the registered office of the company. The Notice convening the EGM along with Explanatory Statement sent through electronic mode to the members of the Company is attached herewith.

The Company has provided the facility to vote by electronic means (remote e-voting) on the resolution as set out in the EGM Notice. The e-voting shall commence on Monday, 21[st] April, 2025 at 9:00 A.M. (IST) and will end on Wednesday, 23[rd] April, 2025 at 5.00 P.M. (IST)

You are requested to take a note of the same.

Thanking you,

For MEGH MAYUR INFRA LIMITED

RAJENDRA Digitally signed by RAJENDRA SUGANCHAND SUGANCHAND SHAH Date: 2025.03.28 14:22:05 SHAH +05'30' Rajendra Suganchand Shah Managing Director DIN: 01765634

Enclosed: As above.

Regd. Office: MHB-11/A-302, Sarvodaya Co- Operative Housing Society Limited, Near Bhavishya Nidhi Building, Service Road, Khernagar, Bandra (E) Mumbai- 400051 CIN: L51900MH1981PLC025693

Megh Mayur Infra Limited

Notice of Extra Ordinary General Meeting

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Regd. Office: MHB-11/A-302, Sarvodaya Co- Operative Housing Society Limited, Near Bhavishya Nidhi Building, Service Road, Khernagar, Bandra (E) Mumbai- 400051 CIN: L51900MH1981PLC025693

NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF MEGH MAYUR INFRA LIMITED (FORMERLY KNOWN AS PODDAR INFRASTRUCTURE LIMITED AND THEREBEFORE KNOWN AS TRANSOCEANIC PROPERTIES LIMITED) WILL BE HELD ON THURSDAY, 24[TH] APRIL, 2025 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT MHB-11, A-302, SARVODAYA CO- OPERATIVE HOUSING SOCIETY LTD, SERVICE ROAD, KHERNAGAR, BANDRA (E) MUMBAI-400051 TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS:

1. To appoint Mr. Neelabh Kaushik (DIN: 01755431) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17(1C), 25(2A) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time and in accordance with Articles of Association of the Company, Mr. Neelabh Kaushik (DIN: 01755431), who was appointed as an Additional Independent Director by the Board of Directors on 29[th] January, 2025 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who is eligible for appointment as an Independent Director and in respect of whom the Company has received recommendation from the Nomination and Remuneration Committee and notice in writing under Section 160(1) of the Companies Act, 2013 from a member of the Company proposing her candidature for office of Director of the Company, and who meets the criteria of Independence as provided under Section 149(6) of the Act and

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Regulation 16(1)(b) of the Listing Regulations be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, to hold office for five consecutive years commencing from 29.01.2025 to 28.01.2030.”

“RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company be and are hereby severally authorized to do all things, deeds and acts as may be necessary and expedient to give effect to this resolution”.

2. Alteration of Object Clause of Memorandum of Association of the Company

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

RESOLVED THAT pursuant to the provisions of section 4,13 and other applicable provisions if any, of the Companies Act, 2013 (the Act”) read with applicable rules and regulations made thereunder, including any statutory modification(s) or reenactment(s) thereof for the time being in force, and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, department or bodies as and to the extent necessary, consent of members of company be and is hereby accorded for effecting the alteration in the existing Object Clause of Memorandum of Association (“MOA”) of the Company in the following manner:

Clause III of MOA be altered by substituting the Sub-clause 1 and 2 with the following sub clauses respectively:

“1. To carry on the business of and act as promoters, organizers, consultants and developers, planner, architects, buyer, seller in real estate and agents of lands, whether agricultural or non-agricultural, estate, property industrial/non-industrial estate, housing schemes, shopping / office complexes, chawls, factories, mills, refineries, furnaces, godowns, warehouses, shops, commercial/non-commercial towers, township, warehouses, farm-houses, holiday resorts and building for hotels, motels, clubs, factories, to deal with purchase, sell, lease, rent, hold of such properties, either as owner and/or agents and act as EPC (Engineering, procurement and construction) company with experience and execution capabilities in residential, commercial, industrial, road construction and other government segments a s well.

2. To carry on the business of construction and to act as builders, contractors of prefabricated concrete buildings and constructional works, all types of civil works of Government and Private sectors, supply of civil, electrical and mechanical materials and contractors, decorators, architects, surveyors, designers, constructional engineers, sanitary and water engineers and plumbers and to erect, construct, re-construct, alter, improve, decorate, furnish and maintain houses, buildings or all descriptions, commercial centres, hotels in connection with any building or building or schemes, roads, large projects, entertainment house, highways, docks, tramways, bridges, canals, wells, sprints, dams, gardens, power plants, culverts, earthwork, channels, bowers, sewers, tanks, drains, wharfs, ports, reservoirs, sewages, embarkment, irrigations, reclamations, improvements, sanitations, clubs, tanks, schools, hospitals, restaurants, bath, places of worship, playgrounds, parks, libraries, reading rooms, vehicle stands, shops, carriages, dairy farms of any other structural

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or architectural work of any kind and for such purposes to prepare estimates, designs, plans, specifications, models, that may be require including preparations of layouts, develop, erect, demolish, recreate, prepare, re-model, execute, undertake, establish, acquire, maintain, control, manage, take on lease, purchase or acquire any work in connection with the above and generally to deal with and improve the property and to undertake or direct the construction, development and the management of the property, buildings, land and estate (of any tenure or kind), to acquire by purchase, lease, exchange, hire or otherwise lands and property and to sell or otherwise dispose of the land houses, buildings and other property of the company.

3. To carry on in India or abroad the business of establishing, generating, developing, storing, accumulating, supplying, transmitting, distributing, transferring, selling, purchasing, manufacturing, trading, selling, managing, supervising, bidding, acquiring, importing, exporting, getting into JV/Partnership, controlling and dealing in all forms and types of electricity or power or energy generated, heating and air-conditioning systems, solar grid including but not limited to, thermal, hydro, nuclear, solar, wind, hybrid, geo-thermal, tidal, biomass, renewables or by any other source whether conventional, non-conventional and Renewable Energy sources or any products or by-products derived from any such business of energy and to set up, construct, consult, develop, design, engineering, establish, procure, manage, operate, maintain, enlarge, re-model, reconstruct, renovate, expand, hire, lease, rent the energy parks, solar parks, power plants including any kind of other energy plants, wind turbines, power stations, hydel power station, solar energy systems, renewable energy systems or any other facility to generate power and to produce, manufacture, buy, import, sale, treat, exchange, renovate, alter, modernize, install, structure or otherwise deal in any type of machinery, equipment, implement, material, article, and stores for generating, distributing, transmitting energy, including electricity and to deal with all persons including Companies, government and semi-government bodies for these purposes and to do all such acts, deeds and things including construction, laying down, establishing, fixing and to carry out all necessary activities for the aforesaid purpose.

4. To treat, process, purify and control industrial and municipal pollutants like Effluents, Air, Chemicals, Noise, Solid Wastes, construction and demolition waste including all types of hazardous wastes by establishing treatment plants in India and Abroad and to manufacture, trade, buy, sell, erect, construct, install, maintain, service, distribute, export, import and deal with Package Sewerage Treatment Plants, Effluent Treatment Plants and all types of pollution control equipments, machinery, components, spares and stores and materials used for processing, treating, required the statutory regulations for controlling the pollutants, turnkey contracts for pollution control and civil projects.”

“FURTHER RESOLVED THAT the Board of Directors of the Company (hereinafter referred as “Board”, which term shall deem to include any of its duly constituted committee) or any officer/ executive/ representative and/or any person so authorized by the Board, be hereby authorized on behalf of the Company to do all such acts, deed, matters and things as it may, in its absolute discretion, deem necessary, to settle any questions, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by Registrar of Companies or such other authority arising from or

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incidental to the said amendment without requiring the Board to secure any further consent or approval of the members of the Company.”

By order of Board For Megh Mayur Infra Limited

Sd/- Rajendra Suganchand Shah Managing Director DIN: 01765634

Date: 21.03.2025 Place: Surat

Registered Office:

MHB-11/A-302, Sarvodaya Co- Operative Housing Society Limited, Near Bhavishya Nidhi Building, Service Road, Khernagar, Bandra (E) Mumbai- 400051

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NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read together with Rule 20 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed businesses are mentioned in Item No.1 and 2.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF ON A POLL AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A. Pursuant to the provisions of section 105 of the Companies Act, 2013, a PERSON CAN ACT AS PROXY ON BEHALF OF MEMBER OR NUMBER OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. Member holding more than ten percent of the total share capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member.

B. The instruments appointing proxy as per the format included in the Annual Report should be lodged with the Company at its registered office not less than 48 hours before the commencement of the meeting i.e., by 11:00 a.m. on 22[nd] April, 2025.

C. During the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting, Member would be entitled to inspect the proxies lodged with the Company during normal business hours (10.00 a.m. IST to 6.30 p.m. IST) at the registered office of the Company, provided that a requisition for the same from a Member is received in writing not less than 3 days before the commencement of the Meeting.

1. Corporate members intending to send their authorized representative to attend the meeting are requested to send to the Company a certified copy of Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.

2. In conformity with MCA circulars, Notice will be sent through electronic means only to those Member(s) whose name appears in the Register of Members/ List of Beneficial Owners of the Company as on Friday, 21[st] March, 2025.

3. Further the Cut-off date for the purpose of remote e-voting and e-voting during the EGM is Thursday, 17[th] April, 2025. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

4. In compliance with the provisions of Section 108 of Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides Members the facility to exercise their right to vote by electronic means through remote e-voting services provided by National Securities Depository Limited (NSDL). The instructions to be followed by the

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members for casting their vote through remote e-voting are annexed to this Notice.

1. The remote e-voting period shall commence on Monday, 21[st] April, 2025 at 9.00 A.M. (IST) and shall end on Wednesday, 23[rd] April, 2025 at 05.00 P.M. (IST). Remote e-voting shall not be allowed beyond the said date and time .

2. The facility for voting through ballot paper shall be made available at the EGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.

3. The Board of Directors of the Company (“the Board”), has appointed M/s. Jigar Vyas & Associates, Practicing Company Secretaries, Surat [Membership No. FCS8019, CP No. 14468] as the Scrutinizer, for conducting remote e-voting process and voting through polling paper at the EGM in a fair and transparent manner. The scrutinizer decision on the validity of the vote cast will be final.

The voting results along with scrutinizer’s report shall be declared by the Company within 2 working days from the conclusion of the EGM.

1. The Notice of Extra Ordinary General Meeting has also been placed on Company’s website: www.meghmayurinfra.com and NSDL’s e voting website i.e. of www.evoting.nsdl.com and will also be available on the website of stock exchange i.e. www.bseindia.com.

2. A route Map showing directions to reach the venue of the Extra Ordinary General Meeting is given as per the requirement of secretarial standard – 2 on general meetings.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Monday, 21[st] April, 2025 at 09:00 A.M. and ends on Wednesday, 23[rd] April, 2025 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. Thursday, 17[th] April, 2025, 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 cutoff date, being 17[th] April, 2025.

- 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: Access to NSDL e Voting system

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

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

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

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period If you are not registered for IDeAS e- Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication,you will be redirected to

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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.

3.

Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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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.

Individual 1. Users who have opted for CDSL Easi / Easiest facility, Shareholders holding can login through their existing user id and password. securities in demat Option will be made available to reach e-Voting page mode with CDSL without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting

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	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 website www.cdslindia.com and 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.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.	3. 4.	Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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

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

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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B) Login Method for e-Voting 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?

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

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

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

4. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. 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 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
Physical Form. 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. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing

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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.

• 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 evoting@nsdl.com 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.

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

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

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

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

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

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

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

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

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

General Guidelines for shareholders

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

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to evoting@nsdl.com

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

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• attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Grievances@meghmayur.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 Grievances@meghmayur.com. If you are an Individual shareholders holding securities in demat mode, you are requested to -

refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

• 3.Alternatively shareholder/members may send a request to evoting@nsdl.com 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.

Please note the following:

A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EGM.

A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through ballot paper.

The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the EGM but have not cast their votes by availing the remote e-voting facility.

The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, within 48 hours of the conclusion of the EGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

By order of Board For Megh Mayur Infra Limited

Sd/- Rajendra Suganchand Shah Managing Director DIN: 01765634

Date: 21.03.2025 Place: Surat

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Megh Mayur Infra Limited

Notice of Extra Ordinary General Meeting

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013

ITEM NO. 1 To appoint Mr. Neelabh Kaushik (DIN: 01755431) as an Independent Director of the Company:

Keeping in view experience and knowledge of Mr. Neelabh Kaushik (DIN: 01755431) and upon receipt of recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board considered that it would be in the beneficial interest of the Company to avail his services as an Independent Director. Mr. Balveermal Singhvi is proposed to be appointed as an Independent Director for a term of five consecutive years from 29.01.2025 to 28.01.2030 (both days inclusive).

The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members.

The Board considers and approved his appointment as an Independent Director in term of consecutive five years w.e.f. 29[th] January, 2025 to 28[th] January, 2030 pursuant to the relevant provisions of Section 161 of the Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Accordingly, the Board recommends passing of the Special Resolution in relation to appointment of Mr. Neelabh Kaushik as an Independent Director for term of five consecutive years with effect from 29.01.2025 to 28.01.2030 (both days inclusive) for the approval by the shareholders of the Company.

Pursuant to Regulation 36(3) of the Listing Regulations and in terms of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, additional disclosures with respect to Mr. Neelabh Kaushik seeking appointment as Independent Director of the Company is mentioned below:

Name of Director & DIN	Mr. Neelabh Kaishik (DIN: 1755431)
Date of Birth	02/09/1984
Age of Director	41 years
Date of Original Appointment	29/01/2025
Qualification	CMA, CS, LLB, MBA, B.Com,
Experience	More than 14 Years
Functional Expertise	He is Cost & Management Accountant & Business Oriented person having a domestic and MNC’s work culture

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Notice of Extra Ordinary General Meeting

	exposure and experienced in monitoring key parameters for profit improvement, asset utilization & cost reduction.
Terms and Conditions of Appointment	Appointment as an Independent Director for the term of 5 consecutive years from 29.01.2025 to 28.01.2030.
Remuneration paid	Rs. 40,000/- per month
Designation	Non-Executive Director, Independent Director
Disclosure of relationship of Director with Manager and KMP of the Company	NIL
Names of listed entities in which person holds Directorship and the membership of the committees of the Board	Aadi Industries Limited Shubhlaxmi Jewel Art Limited
Listed entities from which the person has resigned in the past three years	-
Number of shares held in the Company	NIL
Justification for reappointment and skills and capabilities required for the role and the manner in which the proposed person meets such requirements	The Board of the Company is of the opinion that Mr. Neelabh Kaushik is a person of integrity and skills in legal and corporate sector. Considering his extensive knowledge and rich experience in the industry, his appointment as Independent Director is in the interest of the Company.

Except Mr. Neelabh Kaushik none of the other Directors, Key Managerial Personnel of the Company and their relatives are deemed to be concerned or interested financially or otherwise in the said resolution.

Your Board of Directors recommend passing of the resolution set out in Item No. 1 of the accompanying Notice as Special Resolution.

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Megh Mayur Infra Limited

Notice of Extra Ordinary General Meeting

ITEM NO. 2 Alteration of Object Clause of Memorandum of Association(“MOA”) of the Company

The Company, in addition to its existing business of real estate and construction, intends to expand its business activity in the field of generation of solar/ renewable energy, development of solar park/ energy park/power station, waste management activities.

The Board of Directors (“Board”) at its meeting held on 21[st] March, 2025 had approved the proposed alteration in the Object Clause of the MOA of the Company as described above and the Board is now seeking Members’ approval for the same. The proposed changes in object clause of MOA requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013.

A copy of Memorandum of Association proposed to be amended will be available for inspection in physical or in electronic form during 11 AM to 6 PM at the Registered Office of the company and copies thereof shall also be made available for inspection in physical or electronic form at the Registered Office and also at the Meeting.

None of the directors, Key managerial personnel(s) of the Company and their relative(s) are in anyway concerned or interested in the above referred resolution except to the extent of their shareholding, if any.

The consent of the members is, therefore, being sought for passing the special resolution for item no. 2 in the notice of the Extra-Ordinary General Meeting.

By order of Board For Megh Mayur Infra Limited

Sd/- Rajendra Suganchand Shah Managing Director DIN: 01765634

Date: 21.03.2025 Place: Surat

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Megh Mayur Infra Limited

Notice of Extra Ordinary General Meeting

ATTENDANCE SLIP

(to be presented at the entrance)

I hereby record my presence at Extra Ordinary General Meeting of Megh Mayur Infra Limited to be held on Thursday, 24th April, 2025 at 11.00 a.m. at the Registered office of the company at MHB-11, A-302, Sarvodaya Co-operative Housing Society Ltd, Service Road, Khernagar, Bandra (E) Mumbai-400051.

Folio No/DP ID – Client ID No. of Shares held

Name of Member Name of Proxy/ Authorized Representative (To be filled in if Proxy Form has been duly deposited with the Company)

_________ Signature of Member/ Proxy/ Authorized Representative

Note:

1. Only Member(s)/ Proxy holder(s) can attend the Meeting.

2. Member(s)/ Proxy holder(s) should bring his/ her copy of the Notice for reference at the Meeting.

3. Member(s)/ Proxy holder(s) attending the Meeting are requested to complete the Attendance Slip and hand it over at the entrance of the meeting room.

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Notice of Extra Ordinary General Meeting

Form MGT-11 - PROXY FORM

[Pursuant to section 105(6) if the Companies Act, 2013 and rule 19(3) if the Companies (Management and Administration Rules, 2014]

Name of Member(s) Registered Address Email ID Folio No./ DP ID-Client ID

I/We, being the member(s) of ………………………….. Shares of the above named company, hereby appoint

1.	1.	Name:…………………………………………………………………………..……Address:…………	Name:…………………………………………………………………………..……Address:…………
		……………………………………………………………………………………….. E-mail	ID:
		………………………………………………… Signature: …………………………… Or	failing
		him
2.		Name:…………………………………………………………………………..……Address:…………
		……………………………………………………………………………………….. E-mail	ID:
		………………………………………………… Signature: …………………………… Or	failing
		him
3.		Name:…………………………………………………………………………..……Address:…………
		……………………………………………………………………………………….. E-mail	ID:
		………………………………………………… Signature: …………………………… Or	failing
		him

As my/our proxy to attend and vote (on a poll) for me/ us and my/our behalf at the Extra Ordinary General Meeting of Megh Mayur Infra Limited to be held on Thursday, 24th April, 2025 at 11.00 a.m. at the Registered office of the company at MHB-11, A-302, Sarvodaya Cooperative Housing Society Ltd, Service Road, Khernagar, Bandra (E) Mumbai-400051 at any adjournment thereof in respect of such resolutions as are indicated below:

Particulars	Particulars	For	Against	Against
Special Business
**1. **	To appoint Mr. Neelabh Kaushik (DIN: 01755431) as an Independent Director of the Company (Special Resolution)
**2. **	Alteration of Object Clause of Memorandum of Association(“MOA”) of the Company(Special Resolution)
Signed this __day of _ April, 2025. ____ _______ Signature of Shareholder: Signature of Proxy:
				Affix
				Revenue
				Stamp
		____

Notes: -The Proxy, to be effective, should be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting.

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Notice of Extra Ordinary General Meeting

Form No. MGT- 12

POLLING PAPER / BALLOT PAPER

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014 ]

==> picture [430 x 205] intentionally omitted <==

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

Sr No. Particulars Details
1. Name(s) of Member(s)
(Including joint holders, if
any)
2. Registered address of the
Sole/first named Member
3. Registered folio No./DP
ID No./Client ID No.
(Applicable to investors
holding Shares in
dematerialized form)
4. Class of Shares Equity Share of Rs. 10/- each
----- End of picture text -----

I/We hereby exercise my/our vote in respect of the Resolution to be passed for the Business stated in the Notice of Extra Ordinary General Meeting and Explanatory Statement annexed thereto by sending my/our assent (FOR) or dissent (AGAINST) to the said resolution by placing the tick ( ✓ ) mark at the appropriate box below:

Item No.	Item	Nature of Resolution	No. of Share	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)	(ABSTAIN)
1.	To appoint Mr. Neelabh Kaushik (DIN: 01755431) as an Independent Director of the Company	Special
2.	Alteration of Object Clause of Memorandum of Association(“MOA”) of the Company	Special

Date: Place:

(Signature of Member)

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Notice of Extra Ordinary General Meeting

Route map of the Venue of EGM of Megh Mayur Infra Limited to be held on Thursday, 24th April, 2025 at 11.00 a.m. at the Registered office of the company at MHB-11, A-302, Sarvodaya Co-operative Housing Society Ltd, Service Road, Khernagar, Bandra (E) Mumbai-400051.

==> picture [420 x 356] intentionally omitted <==

Registered Office

MHB-11/A-302, Sarvodaya Co- Operative Housing Society Limited,

Near Bhavishya Nidhi Building, Service Road, Khernagar, Bandra (E) Mumbai- 400051

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