Uniworth Securities Limited — AGM Information 2021

Sep 9, 2021

INDOWORTH HOLDINGS LIMITED

(Formerly Uniworth Securities Limited)

8th September, 2021 The Secretary BSE Limited Floor 25, P J Towers, Dalal Street, Mumbai — 400 001

Dear Sir,

Sub: Intimation of 35th Annual General Meeting (AGM) of the Company for the Financial Year 2020-21 and details of Book Closure, Cut-off date and E-voting period for AGM of Indoworth Holdings Limited (formerly Uniworth Securities Limited) Ref: Scrip Code; ⁵¹⁴²⁸²

This is to inform you that the 35th Annual General Meeting (AGM) is of the Company scheduled to be held on Thursday, September 30, 2021 at 3.30 P.M. at the Corporate Office of the Company at Rawdon Chambers, 11A, Sarojini Naidu Saranl, 4th Floor, Unit 4B, Kolkata — 700 017, West Bengal, India,

In pursuance of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of Notice of the 35th AGM of the Company, setting out the business to be transacted there at ("said Notice") for your reference,

Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Register of Members and from Friday, September 24, 2021 to Thursday, September 30, 2021 (both days inclusive) for the purpose of 35th AGM of the Company.

Further, relating to the AGM of the company, you are also requested to take on record the following :

• 1) The cut-off date for determining the eligibility to vote by electronic means or at the AGM is Thursday, September 23, 2021 ⁷
• 2) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories/Registrar as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the meeting through ballot paper;

3) The Remote e-voting period shall commence on Monday 27, 2021 (from 09:00 A.M. IST) and end on Wednesday, September 29, 2021 (upto 05.00 P.M, IST). We request you to take the same on record.

Thanking you,

Yours faithfully, for Indoworth Holdings Limited (formerly Uniworth Securities Limited)

ry

Shyam Kumar Rathi Company Secretary Membership No. ACS 45602 Encl: As above

Regd Office : Green Acres, 2 Nazar All Lane, 4th Floor, Flat-4A, Kolkata - 700 019 Phone : 91 (33) 4072 6029

Corp. Office : Rawdon Chambers, 11A, Sarojin!I Naldu Saran, 4th Floor, Unit 4B, Kolkata - 700 017 Phone : +91(33) 4003 1301 EmalliD: Indoworthholdingsiimited@gmall.com Website www.unlworthsecuritles.com, : CIN : L51900WB1985PLC227336

INDOWORTH HOLDINGS LIMITED

(Formerly Uniworth Securities Limited)

NOTICE OF ANNUAL GENERAL MEETING 2020-2021

NOTICE

Notice is hereby given that the 35th Annual General Meeting of the Members of INDOWORTH HOLDINGS LIMITED (Formerly Uniworth Securities Limited) will be held at the Corporate Office of the Company at Radwon Chambers, 11A, Sarojini Naidu Sarani, 4th Floor, Unit 4B, Kolkata - 700 017 on Thursday, the 30th day of September, 2021 at 3:30 P. M. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2021 together with the Reports of the Board of Directors and Auditors thereon and in this regard, to consider and if thought fit, to pass with and without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Standalone Financial Statements of the company for the financial year ended 31st March, 2021 together with the Reports of Board of Directors and Auditors thereon laid before this meeting be and are hereby received, considered and adopted."

"RESOLVED THAT the Audited Consolidated Financial Statements of the company for the financial year ended 31st March, 2021 together with the Reports of Board of Directors and Auditors thereon laid before this meeting be and are hereby received, considered and adopted."

To appoint Mr. Kamal Sharma (DIN: 02946513), who retires by rotation and being eligible, offers himself for reappointment as a director and in this regard, to consider and if thought fit, to pass with and without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the Provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Kamal Sharma (DIN: 02946513) who retires by rotation at this meeting be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESS:

1. To appoint Mr. Harish Kant Mandhre (DIN : 08396568) as an Additional Director and subsequently designated as an Executive/Whole-time Director and fixing his remuneration and in this regard, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 152 and all other applicable provisions, if any of the Companies Act, 2013 ("the Act") and the rules made hereunder, the applicable Regulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendmenis(s), statutory modification(s) or re-enactment(s) thereof for the time being in force, Articles of Association of the Company, Mr. Harish Kant Mandhre (DIN: 08396568), who was appointed as an Additional Director and subsequently designated as Executive/Whole-time Director of the Company by the Board of Directors at their meeting held on July 14, 2021, based on the recommendation of the Nomination and Remuneration Committee of the Board and who holds office up to the date of this Annual General Meeting in terms of Section 161 of the Act and in respect of whom the Company has received due notice in writing under Section 160 of the Act, signifying his intention to propose Mr. Harish Kant Mandhre as a candidate for the Office of a Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

"RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 198, 200 and 203 of the Act, read with the Schedule V of the Act, and all other applicable provisions, if any, of the Act and rules made there under, the applicable Regulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendmenis(s), statutory modification(s) or re-enactment(s) thereof for the time being in force, Articles of Association of the Company and pursuant to the recommendations/approvals of the Nomination and Remuneration Committee and the Board of Directors of the Company (the" Board") , consent of the Members of the Company be and is hereby accorded to the appointment of Mr. Harish Kant Mandhre (DIN: 08396568) as Whole-time Director and designated as an Executive Director of the Company, liable to retire by rotation, for a period of 5(five) consecutive years commencing from July 14, 2021 on such terms and conditions including remuneration as placed before the meeting, with liberty to the Board to vary the terms and conditions of the said appointment including remuneration, as may be mutually agreed with Mr. Mandhre from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and matters and things as, in its absolute discretion, it may consider necessary, expedient and desirable

By Order of the Board Registered Office: Green Acres 2 Nazar Ali Lane 4th Floor, Flat 4A Shyam Kumar Rathi Kolkata - 700 019 Company Secretary

Date: 30th August, 2021 Membership No. A45602

NOTES

a) A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on a Poll instead of himself/herself and the proxy need not be a member of the Company. Proxies in order to be effective must be received at the Registered Office not less than 48 hours before the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

Corporate Members intending to send their respective authorized representative are requested to send a duly certified copy of the Board/ Governing Body resolution authorizing such representative to attend and vote at the Annual General Meeting.

In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• The AGM will be held by strictly adhering to the Social Distancing Norms and other Safety Protocols/SOPs (including use of face masks and hand sanitizers) issued by the Ministry of Health & Family Welfare, Government of India in view of the prevailing Covid Pandemic. Entry to the Venue shall be ona 'first come first serve basis' in view of the maximum permissible limit, as applicable at that time, for a gathering at a place.
• Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from 24th September, 2021 to 30th September, 2021 (both days inclusive).
• Explanatory Statement U/s 102 of the Companies Act, 2013 is annexed herewith in respect of items of Special Business.
• Members holding shares in physical form are requested to notify change of address, if any, along with address proof i.e. self-attested copy of Voter Identity Card or Electricity or Telephone Bill or Driving License or Passport or Aadhaar Card or bank Statement to M/s C B Management Services (P) Limited, Registrar and Share Transfer Agent of the Company and, in case the shares are held in dematerialized form, then this information should be passed on to the respective Depository Participants and not to the Registrar and Share Transfer Agent of the Company.
• In case the mailing address mentioned on this Annual Report is either without Pin code or with incorrect Pin code, Members are requested to advise the correct Pin code to M/s C B Management Services (P) Limited, Registrar and Share Transfer Agent of the Company or the respective Depository Participant(s), as the case may be, immediately, for speedier delivery of documents in future.
• Members holding Shares, in physical form, in identical order of names in multiple Folios, are requested to write to M/s C B Management Services (P) Limited, Registrar and Share Transfer Agent of the Company requesting consolidation of such Folios into one Folio for their own convenience.
• As per section 72 of the Companies Act, 2013, the facility for making/varying/cancelling nominations is available to individuals holding shares in the Company. Nominations can be made in Form-SH.13 and any variation/ cancellation thereof can be made by giving notice in Form SH.14, prescribed under the Companies (Share Capital and Debentures) Rules, 2014 (as amended) for the purpose. The forms can be obtained from M/s C B Management Services (P) Limited, Registrar and Share Transfer Agent of the Company or from the Website of the Ministry of Corporate Affairs at www.mca.gov.in
• (i) Members desirous of getting any information in relation to the Company's Annual Report 2020-21 are requested to address their query(ies) well in advance, i.e. at least 10 days before the Annual General Meeting to the Company to enable the Management to keep the information readily available at the Meeting.
• (i Members holding shares in Electronic Form and in Physical Form are requested to bring their Depository ID Number and Client ID Number, folio Number respectively to facilitate their identification for recording attendance at the forthcoming Annual General Meeting.
• Details under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and as per the Listing Agreement, in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the Notice. The Directors have furnished the requisite declarations for their appointment.

• In compliance with the MCA General circular Nos. 20/2020 & 02/2021 dated Sth May, 2020 & 13th January, 2021 and SEBI circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 & SEBI/HO/CF D/CMD2/CIR/P/2021/11 dated 12th May, 2020 & 15th January, 2021, Notice of 33rd Annual General Meeting (AGM) alongwith the Annual Report for the Financial year 2020-21 (including Attendance Slip and Proxy Form) is being sent only through electronic mode to those shareholders whose email IDs are registered with the Registrars/Depositories. Members may note that the Annual Report together with Notice shall be available in the Website of the Company/Stock exchange viz www.uniworthsecurities.com. The shareholders who have not registered their e-mail id, who may like to obtain the Annual Report and Notice of AGM are requested to get the email IDs registered by the Registrars/Depositories by following the procedure given below :

• (i) Members holding shares in demat from can get their e-maul id registered by contacting their respective Depository Participant(s).

• (ii) Members holding shares in physical form can register their email |Ds and mobile number with Company's Registrars and Share Transfer Agent M/s C B Management Services (P) Limited by sending an e-mail request at the email id ra@cbmsl.com along with signed scanned copy of the request letter proving the email address, mobile number, self-attested PAN copy and copy of share certificate for registering their email IDs and receiving the Annual report.
• 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 are requested to submit their PAN details to M/s C B Management Services (P) Limited, Registrar and Transfer Agent of the Company.
• m) Members may also note that the Notice of the 35th Annual General Meeting and the Annual Report for the financial year 2020-21 will also be available on the Company's website www.uniworthsecurities.com. The physical copies of the aforesaid documents will also be available at the Company's Registered Office in Kolkata, West Bengal for inspection during normal business hours on all working days.
• n) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, and Register of Contracts or Arrangements in which directors are interested under Section 189 will be made available for inspection by members of the Company at the meeting.
• 0) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as mentioned from time to time and Regulation 44 of the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 the Company is pleased to provide to the Members the facility to exercise their right to vote at the 35th Annual General Meeting (AGM) of the Company by electronic means and the business mentioned in Notice relating thereto may be transacted through the remote E-Voting services provided by National Securities Depository Limited (NSDL). It is clarified that it is not mandatory for a member to vote using efacility and a member may avail of said facility at his /her discretion following the procedure below.

The instructions for remote e-voting are as under:

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

Step 1: Access to NSDL e-Voting system

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

	inspection during normal business hours on all working days.
n)		The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, and Register of Contracts or Arrangements in which directors are interested under Section 189 will be made available for inspection by members of the Company at the meeting.
0)	In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as mentioned from time to time and Regulation 44 of the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 the Company is pleased to provide to the Members the facility to exercise their right to vote at the 35th Annual General Meeting (AGM) of the Company by electronic means and the business mentioned in Notice relating thereto may be transacted through the remote E-Voting services provided by National Securities Depository Limited (NSDL). It is clarified that it is not mandatory for a member to vote using e facility and a member may avail of said facility at his /her discretion following the procedure below.
	The instructions for remote e-voting are as under:
	How do 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 for Individual shareholders holding securities in demat mode
		In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual
	their demat accounts in order to access e-Voting facility.	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 Login method for Individual shareholders holding securities in demat mode is given below:
	Type of shareholders	Login Method

INDOWORTH HOLDINGS LIMITED (Formerly UNIWORTH SECURITIES LIMITED)
	If the user is not registered for IDeAS e-Services, option to register is 2. available at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/ Ideas DirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the 3. following URL: https:/Avww.evoting.nsdl.com/ either on a Personal Computer or ona 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 digitdemat account number held 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 options available against company name or e Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
Individual Shareholders holding ae securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e Voting page without any further authentication. The URL for users to login to Easi / Easiest are https:/Aweb.cdslindia.com/myeasi/nome/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see 2. the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. Ifthe useris not registered for Easi/Easiest, option to register is available 3. at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing 4. demat Account Number and PAN Neo. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
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. Once login, you will be able to see e-Voting option. Once you click on e Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider NSDL and you will be redirected to e-Voting website of NSDL for casting remote e-Voting your during period. vote the

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

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

INDOWORTH HOLDINGS LIMITED	(Formerly UNIWORTH SECURITIES LIMITED) through Depository i.e. NSDL and CDSL.		Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
	Login type		Helpdesk details
NSDL	Individual Shareholders holding securities in demat mode with	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
CDSL	Individual Shareholders holding securities in demat mode with	23058738 or 022-23058542-43	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-
B) 1.	shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?		Login Method for shareholders other than Individual shareholders holding securities in demat mode and Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Avww.evoting.nsdl.com/
2.	either on a Personal Computer or on a mobile. 'Shareholders' section.		Once the home page of e-Voting system is launched, click on the icon "Login" which is available under
3.	shown on the screen.		Anew screen will open. You will have to enter your User ID, your Password and a Verification Code as
			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:
	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical		Your User ID is:
	a) For Members who hold shares in demat account with NSDL.		8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is INSO012**,
	b) For Members who hold shares in demat account with CDSL.		16 Digit Beneficiary ID. For example if your Beneficiary ID is 12*""""=* then your user ID is 1 QitkrinncR ee

B) Login Method 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:/Avww.evoting.nsdl.com/

• either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. Anew screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is INSO012**,
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID. For example if your Beneficiary ID is 12*""""=* then your user ID is 1 QitkrinncR ee
For Members holding shares in c) Physical Form.	EVEN Number followed by Folio Number registered with the company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Your password details are given below:
• a) If you are already registered for e-Voting, then you can use 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 |D for NSDL account, last 8 digits of client |D 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, your 'initial password' is communicated to you on your postal address.
• 1. 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.
• zz 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.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
• 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 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.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 uniworthsecscrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in.
• . [tis 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.
• . Incase of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800- 222-990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in
• In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participant(s) or requesting physical copy]:
• a) E-voting particulars as mentioned below, including initial password are provided in the Annexure to the Notice for E-voting, which is part of this Notice of AGM to be held on September 30, 2021:
• b) Please follow all the steps as mentioned in step 1 and step 2 as above to cast vote.
• . Members, who do not have any access to e-voting, may requisite a Physical Ballot Form from the Office of the Registrars & Share Transfer Agents of the Company. Members are required to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it "To the Scrutinizer, Mr. Kamal Kumar Sanganeria (Unit: Uniworth Securities Limited) C/o. M/s C B Management Services (P) Limited, P-22, Bondel Road, Kolkata- 700 019." Unsigned/wrongly signed, incomplete or incorrectly ticked forms shall be rejected. The Scrutinizer's decision on the validity of the form will be final. Members are required to vote either through the electronic system or through physical ballot and not in any other mode. In the event of Members casting votes through both the processes, the votes in the electronic system will be considered only. The Physical Ballot Form must be received by the Scrutinizer on or before September 30, 2021.
• . If you are already registered with NSDL for e-voting then you can use your existing user |D and password for casting your vote. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
• . The e-voting period commences on September 27, 2021 (9:00 A.M. IST) and ends on September 29, 2021 (5:00 P.M. IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 23, 2021 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

\6| Indoworth Holdings Limited

• The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on September 30, 2021.
• Any person who acquires shares of the Company and becomes a Member of the Company after the dispatch of the AGM Notice and holds shares as on the cutoff date, i.e. September 23, 2021 may obtain the login id and password by sending a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for Evoting then you can use your existing User Id and password for casting your vote. If you have forgotten your password, you may reset your password by using "forgot User Details/Password" option available on https:/Avww. evoting.nsdl.com.
• . Members who have cast their vote by E-voting prior to the Annual General Meeting may also attend the Meeting, but shall not be entitled to vote again at the AGM.
• . Shri Kamal Kumar Sanganeria (Membership No. FCS 2643), Practicing Company Secretary and proprietor of K. K. Sanganeria & Associates, Kolkata has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• » The chairman shall, at the AGM, 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 AGM and 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 e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, 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.
• The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.uniworth securities.com and on the website of NSDL www.evoting.nsdl.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately communicated to the BSE Limited.
• 15, On receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the Annual General Meeting.
• The Ministry of Corporate Affairs (MCA), Government of India has introduced a 'Green Initiative in Corporate Governance', by allowing paperless compliances by the Companies for service of documents to their members through electronic modes, which will be in compliance with Section 20 of the Companies Act, 2013 and Rules framed thereunder. The Shareholders (whether holding shares in physical or electronic mode), who are interested to receive soft copy of the Annual Reports and Accounts of the Company are requested to write to M/s C B Management Services (P) Limited, Registrar and Share Transfer Agent of the Company to register their respective e-mail ids.
• The route map of the venue of the Annual General Meeting is given on the inside of the back cover page of the Annual Report.
• In conformity with regulatory requirements, the Company will NOT be distributing any gift, gift coupons or cash in lieu of gift at the AGM or in connection therewith.
• s) Members/Proxies should bring the Attendance Slip duly filled in for attending the Meeting.

MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING

By Order of the Board

Registered Office: Green Acres 2 Nazar Ali Lane 4th Floor, Flat 4A Shyam Kumar Rathi

Kolkata - 700 019 Company Secretary Date: 30th August, 2021 Membership No. A45602

ANNEXURES TO THE NOTICE:

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

Item No. 3

The Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company (the Board") has appointed Mr. Harish Kant Mandhre (DIN : 08396568), as an Additional Director of the Company under Section 161(1) of the Companies Act, 2013 (as amended) ("the Act") with effect from 14th July, 2021. Subsequently, he has also been appointed as Whole-time Director and designated as Executive Director of the Company for a period of 5(five) consecutive years commencing from July 14, 2021 and his office shall be liable to retire by rotation and also subject to approval of the Members of the Company.

Anotice under Section 160 of the Companies Act, 2013 has been received by the Company from a member proposing the candidature of Mr. Harish Kant Mandhre as a Director of the Company, liable to retire by rotation. Further, since this appointment is recommended by the Nomination and Remuneration Committee, the requirement for deposit of Rs.100,000/ is not applicable.

Further as per the declarations received by the Company, Mr. Mandhre is not disqualified under Section 164 of the Act. The directorships held by Mr. Mandhre is within the limits prescribed under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

In accordance with his terms of appointment, Mr. Harish Kant Mandre is entitled to the following remuneration:

1. Salary: Rs. 24,000/- per annum with Annual increments as per rules of the Company and based on performance.

2. Other Terms: As per rules of the Company.

Mr. Harish Kant Mandhre is a Commerce Graduate. He is having more than 21 years experience in Accounts and Finance. In view of his experience the Board considers that his association would be of immense benefit to the Company. Accordingly, the Board recommends the Item/Resolution No. 3 in relation to appointment of Mr. Harish Kant Mandhre as a Whole-time Director and designated as an Executive Director and remuneration payable for the approval by the Members of the Company.

None of the Directors or Key Managerial Personnel of the Company, or their relatives, is concerned or interested financially or otherwise except Mr. Harish Kant Mandhre and his relatives, to the extent of their shareholding, if any, in the Company is concerned and/or interested in the aforesaid ltem/ Resolution No.3 as contained in the Notice.

The Board recommends Ordinary Resolution set out at Item No. 3 of the Notice for approval of shareholders

Registered Office: By Order of the Board Green Acres 2 Nazar Ali Lane

4th Floor, Flat 4A Shyam Kumar Rathi Kolkata - 700 019 Company Secretary Date: 30th August, 2021 Membership No. A45602

Additional Information:

INDOWORTH HOLDINGS
LIMITED (Formerly UNIWORTH SECURITIES LIMITED)
Additional Information:		Pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
	Regulations, 2015 and Para 1.2.5 of Secretarial Standard - 2 are as under:
Name Designation	Mr. Harish Kanth Mandre Chairman (Non-Executive)	Mr. Kamal Sharma Director (Non-Executive and Non
		Independent)
Date of Birth Qualifications	30-05-1970 M.Com	05.05.1947 Graduate
Experience	Mr. Mandre possesses over 21 years of	Mr Kamal Sharma is a senior
	experience in Accounts and Finance.	Professional having wide experience in Project Management and Administration.
Terms and Conditions of Appointment	In terms of Section 152(6) of the Companies Act, 2013 and as per the	Entitled for Sitting Fees
	Nomination and Remuneration policy of the Company Mr. Harish Kanth Mandre
	who is proposed to be re-appointed as Director of the Company, is liable to
	retire by rotation.
Remuneration Date of First Appointment
on the Board Directorship in other	14.07.2021	31.12.2013 1. Indoworth Holdings Limited
Indian Companies	1. Fibres & Fabrics Pvt. Ltd.
	2. Madgul Estates Pvt. Ltd.	2. Kasauli Villa Private Limited
	3. Texworth Credit & Commercial Pvt. Ltd. 4. Tessuti Collezione Pvt. Ltd.	3. Kasauli Estates Private Limited 4. Kasauli Reality Private Limited
	5. Excel Dealcomm Pvt. Ltd. 6. Rachit Textrade Pvt. Ltd.	5. Kasauli Properties Private Limited 6. Metro Arrow Amenities Private Limited
	7. Comfort (India) Ltd. 8. Metro Arrow Amenities Pvt. Ltd.	7. RB Properties Private Limited 8. Touchstone Housing Projects
	9. Indoworth Holdings Limited 10. Manu Vanijya & Holdings Pvt Ltd.	Private Limited 9. Uniworth Biotech Limited
	11. Indoworth Power Private Limited . Indoworth Services Private Limited	10. Uniworth International Limited 11. Uniworth Textiles Limited
	. Indoworth Yarns Private Limited	12. Unirama Industries Limited
	. Devpriya Vinimay Pvt. Ltd. . Touchstone Housing Projects
	Private Limited . Uniworth Biotech Limited
	. Uniworth International Limited . Indoworth Fabrics (Raipur)
	Private Limited . Indoworth Fabrics (Nagpur)
Number of shares held	Private Limited
in the Company Relationship, if any, with
other Directors, Manager and other Key Managerial
Personnel Position in Committees		Audit Committee- Member
constituted by the Board of Directors of the		Nomination & Remuneration
Company		Committee- Member Stakeholder Relationship

INDOWORTH HOLDINGS LIMITED (FORMERLY UNIWORTH SECURITIES LIMITED)

ELECTRONIC VOTING PARTICULARS

	INDOWORTH HOLDINGS LIMITED (FORMERLY UNIWORTH SECURITIES LIMITED)
	CIN : L51900WB1985PLC227336 Registered Office : Green Acres, 2, Nazar Ali Lane, 4th Floor, Flat 4A, Kolkata 700 019
	Phone +91 (33) 40726029, : Email : uniworthsecuritieslimited@gmail.com/indoworthholdingslimited@gmail.com ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number}	User ID	Password

ATTENDANCE SLIP

	INDOWORTH HOLDINGS LIMITED
	(FORMERLY UNIWORTH SECURITIES LIMITED)
	CIN : L51900WB1985PLC227336 Registered Office : Green Acres, 2, Nazar Ali Lane, 4th Floor, Flat 4A, Kolkata 700 019
	Phone +91 (33) 40726029, : Email : uniworthsecuritieslimited@gmail.com/indoworthholdingslimited@gmail.com ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number}	User ID	Password
	Note : Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall. ATTENDANCE SLIP at the Corporate Office of the Company at Rawdon Chambers, 11A, Sarojini Naidu Sarani, 4th Floor, Unit 4B, Kolkata - 700 017	lAWVe hereby record my/our presence at the 35th Annual General Meeting of the Company, held on Thursday, September 30, 2021 at 3.30 P.M.
Folio No/DP ID & Client ID :
Share Holding :
Serial No :
Name :
Name(s) of Joint Holder(s), if any :
Address :
Proxy's Name in Block Letters	Note : Please bring the Attendance Slip signed to the meeting and hand it over at the Entrance of the Meeting Hall.	Member's/Proxy's Signature
INDOWORTH HOLDINGS LIMITED (FORMERLY UNIWORTH SECURITIES LIMITED) CIN : L51900WB1985PLC227336		PROXY FORM : MGT-11
	Registered Office : Green Acres, 2, Nazar Ali Lane, 4th Floor, Flat 4A, Kolkata 700 019: Phone +91(33) 40726029, : Email: uniworthsecuritieslimited@ [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]	gma ilcom/indoworthholdingslimited@ gmail.com
oe Registered Address oo		Name of the Member(s) + oo ccccceccccsceeececesceceeeeseeceecesaecesceceeceaaecescenseceaaessecessessaaesseeceacecaesesceceecesaeseaceceecesaeseaceseesesaessecesaessaaesseeceaeecaeseseeceeeecaeseseeceeeeseeeeseees ccc ceccecccecccceccesceeseeceecesses see ceecessesseeceecesaesseecaecesaesseeseecessesseeceecesaesseeceecesaesseeseecesaesseeceesessesseeceecesaesseeceecesaeseeeceecesaeeeeeceecesaeeeeeceeeeseeeeees

	Phone +91 (33) 40726029, : Email : uniworthsecuritieslimited@gmail.com/indoworthholdingslimited@gmail.com
	ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number}	User ID	Password
Note : Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall.
	ATTENDANCE SLIP
lAWVe hereby record my/our presence at the 35th Annual General Meeting of the Company, held on Thursday, September 30, 2021 at 3.30 P.M. at the Corporate Office of the Company at Rawdon Chambers, 11A, Sarojini Naidu Sarani, 4th Floor, Unit 4B, Kolkata - 700 017
Folio No/DP ID & Client ID :
Share Holding :
Serial No :
Name :
Name(s) of Joint Holder(s), if any :
Address :
Proxy's Name in Block Letters		Member's/Proxy's Signature
Note : Please bring the Attendance Slip signed to the meeting and hand it over at the Entrance of the Meeting Hall.
INDOWORTH HOLDINGS LIMITED		PROXY FORM : MGT-11
(FORMERLY UNIWORTH SECURITIES LIMITED)
CIN : L51900WB1985PLC227336		Registered Office : Green Acres, 2, Nazar Ali Lane, 4th Floor, Flat 4A, Kolkata 700 019: Phone +91(33) 40726029, : Email: uniworthsecuritieslimited@ gma ilcom/indoworthholdingslimited@ gmail.com
	[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
oe Name of the Member(s) + oo ccccceccccsceeececesceceeeeseeceecesaecesceceeceaaecescenseceaaessecessessaaesseeceacecaesesceceecesaeseaceceecesaeseaceseesesaessecesaessaaesseeceaeecaeseseeceeeecaeseseeceeeeseeeeseees
Registered Address oo		ccc ceccecccecccceccesceeseeceecesses see ceecessesseeceecesaesseecaecesaesseeseecessesseeceecesaesseeceecesaesseeseecesaesseeceesessesseeceecesaesseeceecesaeseeeceecesaeeeeeceecesaeeeeeceeeeseeeeees
E-mail ID + Folio No/DP ID & Client ID:
We, being the Member(s) of INDOWORTH HOLDINGS LIMITED, holding appoint:		Equity Shares of the above named Company, hereby
1)	ACdreSS 20	e cece eee cee cee eee eee tee tee cee ee sae tee dee tee tet eeeteteee tee eeee
	eee eee Signature to eee	e cee ceceecee eee cee eeeaeeeeesaaeeeeeees or failing him/her;
2)	ACdreSS oo Signature 2	cee cee cee cee cee eee bee eee tee dee dee cet testes dee dee eeesaeeeeeeeeee eee cece sce ceeeee eee cee eee ceeeeeeseeeenees or failing him/her;
3)	Xe [et ---
	Signature :	or failing him/her;
as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35th Annual General Meeting of the Company, to be held on Thursday, September 30, 2021 at 3.30 P.M. at the Corporate		Office at Rawdon Chambers, 11A, Sarojini Naidu Sarani, 4th Floor, Unit 4B, Kolkata - 700 017, at any adjoumment thereof in respect of following resolutions:
S.No.	Resolutions
Ordinary Business	Adoption of Audited Standalone Financial Statements and Audited Consolidated Financial Statement of the Company for the year ended 31st March 2021 together
1. with the Reports of the Board of Directors and Auditors thereon.
2. Special Business	Appointment of Director in place of Mr. Kamal Sharma (DIN: 02946513) who retires by rotation and being eligible offers himself for re-appointment.
3. and fixing his remuneration.	Appointment of Mr. Harish Kant Mandhre (DIN: 08396568) as an Additional Director and subsequently designated as an Executive Director/Whole-time Director
Signed this ay Of 20 ccc	cece eee ete e eects 2021	Affix Revenue
Signature of Shareholder(s)0	sees	Signature of Proxyholder(s):::.: 0 Stamp. LE
Notes: hours before the commencement of the AGM.		1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48
3. A proxy need not be a member of the Company.	2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of Annual General Meeting of the Company.

if undelivered, please return to: INDOWORTH HOLDINGS LIMITED (FORMERLY UNIWORTH SECURITIES LIMITED) Corporate Office: Rawdon Chambers 11A, Sarojini Naidu Sarani 4th Floor, Unit 4-B Kolkata - 700 017, West Bengal