Vipul Limited — Proxy Solicitation & Information Statement 2024

Mar 6, 2024

Ref. No. VIPUL/SEC/FY2023-24/2223

March 06, 2024

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	The Secretary BSE Limited, (Equity Scrip Code: 511726) Corporate Relationship Department, At: 1STFloor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Fort,Mumbai-400001	The Manager (Listing) National Stock Exchange of India Limited, (Equity Scrip Code: VIPULLTD) Exchange Plaza, Bandra Kurla Complex, Bandra, Mumbai-400051

Dear Sir(s),

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) – Notice of Extraordinary General Meeting of Members

Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform you that the Extraordinary General Meeting ('EGM') of the Company will be held on Friday, March 29, 2024 at 12:00 Noon through Video Conferencing / Other Audio-Visual Means. We are submitting herewith Notice of EGM of the Company along with explanatory statement, which is being sent through electronic mode to the Members.

The Company has provided the facility to vote by electronic means (remote e-voting as well as e-voting at the EGM) on the resolution as set out in the EGM Notice. The e-voting shall commence on Monday, March 25, 2024 at 09:00 a.m. and will end on Thursday, March 28, 2024 at 05:00 p.m.

The copy of the said EGM Notice is also uploaded on the website of the Company i.e. www.vipulgroup.in.

You are requested to take the above information on record and bring the same to the notice of all concerned.

Thanking you Yours faithfully For Vipul Limited SUNIL Digitally signed by SUNIL KUMAR KUMAR Date: 2024.03.06 15:42:52 +05'30' (Sunil Kumar) Company Secretary A-38859

Regd Off: Unit No 201, C-50, Maviya Nagar, New Delhi-110017 CIN: L65923DL2002PLC167607

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NOTICE

NOTICE is hereby given to the Shareholders (the “Shareholders” or the “Members” ) of Vipul Limited ( “Company” ) that an Extra-Ordinary General Meeting (“ EGM ”) of the Company will be held on Friday, March 29, 2024 at 12:00 Noon through Video Conferencing / Other Audio Visual Means to transact the following special business:

1. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

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 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with all applicable Rules and laws (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), provisions of Chapter V and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from time to time (“SEBI ICDR Regulations”), the applicable Rules, Notifications, Guidelines, Policies, Procedures issued by various authorities including but not limited to the Government of India, the Securities and Exchange Board of India (“SEBI”),the Reserve Bank of India (“RBI”), the Stock Exchanges where the shares of the Company are listed and other competent authorities and subject to necessary approvals, permissions, sanctions and consents as may be required from any regulatory or other appropriate authorities (including but not limited to the SEBI, the Stock Exchanges where the shares of the Company are listed, RBI, the Government of India, etc.), if any, and further subject to such terms, conditions, alterations, corrections, changes, variations and/ or modifications as may be prescribed or imposed by the Appropriate Authorities while granting any such approvals, permissions, consents and sanctions and all such other approvals which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution),the consent and approval of the members of the Company be and is hereby accorded to the Board and the Board be and is hereby authorized in its absolute discretion to create, offer, issue and allot, in one or more tranches, to the Non-Promoter as mentioned below (hereinafter referred to as the “Proposed Allottee on preferential basis upto 2,10,00,000 (Two Crore Ten Lakhs) equity shares of face value of Rs. 1/- each at a price of Rs. 23.70/- each [Rupees Twenty Three Decimal Seventy Only] (including premium of Rs. 22.70/- each [Rupees Twenty Two Decimal Seventy Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher and the details of the securities to be issued are as follows:

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S. Name of Applicant (Proposed Allottee) - Non-Promoter (A) Maximum No. of equity shares
No. proposed to be allotted upto
1. AARSON INVESTMENTS 316455
2. ABHAY DHANRAJ MUSALE 84389
3. ABSOLUTE RETURNS SCHEME 738396
4. ADITYA MITTAL 89000
5. ANJALI SANGTANI 63291
6. ANKUR MITTAL 189000
7. ASHISH JAIN 100000
8. ASHISH R BAGADIA 84389
9. AYUSH MODI 100000
10. CHIRAG BHARAT SHETH 84389
11. DEVENDER MOR 50000
12. DIVYA AGGARWAL 94937
13 DIVYASHRI RAVICHANDRAN 105485
14. FIVE STAR INVESTMENTS 168776
15. HARESH SOMALAL VYAS 84389
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16. INSPYRE CAPITAL 189000
17. JAI PRAKASH GOYAL 150000
18. KAMAL AHUJA 50000
19. KIRAN MANCHANDA 30000
20. KOMAL BANSAL 39000
21. KRISHIVA FINANCIALS 800000
22. KUNAL KAILASH PAREKH 168777
23. LONGVIEW RESEARCH AND ADVISORY SERVICES PVT
LTD 300000
24. MANAS CHADHA 650000
25. MANOJ KUMAR TOTLA 50000
26. MEGHA AGARWAL 50000
27. MOHEET VINODKUMAR AGARWAL 421940
28. MOHIT KUMAR MITTAL HUF 189000
29. MOHIT RATERIA 50000
30. MONETIC WORLD LLP 90000
31. MORDE FOODS PVT LTD 843881
32. MUGDHA BIYANI 50000
33. MUKESH GARG 30000
34. MUSKAN GUPTA 30000
35. NARENDRA KUMAR DAGA 150000
36. NAV CAPITAL VCC 2637131
37. NAVIN MAHAVIRPRASAD DALMIA 168777
38. NEXTA ENTERPRISES LLP 1687763
39. NIKHIL TYAGI 63291
40. NISHANT KHANNA 30000
41. PITAM GOEL 84389
42. PRADEEP MODI HUF 100000
43. PRANAYA B GANDHI 84389
44. PRAVEEN GUPTA 2000000
45. PUNEET JAIN 31000
46. PUNEET TANDON 31645
47. Rajasthan Global Securities Private Limited 3000000
48. RAVI VASUDEO GOENKA 316455
49. RIDHANSHA 40000
50. ROOPAK MITTAL 50000
51. RUCHI AGARWAL 50000
52. SAMEER PAHLAJANI HUF 168776
53. SANDEEP JAIN 800000
54. SANDEEP VERMA 100000
55. SANGEETA VENKATRAMAN 168777
56. SANJAY JAIN 30000
57. SANJEEV KUMAR SINGH 42194
58. SANYAM JAIN 30000
59. SARVESH SHUBHKARAN SANGHI HUF 63291
60. SATYAM AGARWAL 200000
61. SHRIGOPAL KANDOI 50000
62. SONALI DILIP SANKLECHA 210970
63. SONIKA CHAUHAN 25000
64. SULABH BILOTIA 50000
65. SUMIT GUPTA 50000
66. SYGNIGIC CORPORATE SOLUTIONS PVT LTD 50000
67. TEN EIGHTY INVESTMENTS 168776
68. VARUN BANSAL HUF 89000
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69. VARUN PRANAM MALOO 84389
70. VENKATRAM MANDALPU 63291
71. VINEET ARORA 126582
72. VINEY EQUITY MARKET LLP 650000
73. VIPIN AGGARWAL 150000
74. VIRAL PRAVIN PAREKH 84389
75. VIVEK KUMAR BHAUKA 168776
76. WOW INVESTMENTS 316455
Total 2,10,00,000
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RESOLVED FURTHER THAT the equity shares to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT the equity shares to be allotted shall rank pari passu in all respects with the existing equity shares of the Company including Dividend.

RESOLVED FURTHER THAT in the event of the Company making a bonus issue of shares or making rights issue of shares or any other securities in whatever proportion or any corporate action prior to the exercise of the rights attached to the equity shares, the entitlement of the holders shall stand augmented in the same proportion in which the equity share capital of the company increases as a consequence of such bonus/rights issues or any corporate action and that the exercise price of the equity shares to be adjusted accordingly, subject to such approvals as may be required.

RESOLVED FURTHER THAT the Relevant Date, as stipulated in the Regulation 161 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for determination of the Issue Price of equity shares shall be thirty (30) days prior to the date of this meeting where the proposed preferential Issue is being considered for approval of the members of the Company or in the case where the Relevant Date falls on Weekend/Holiday, the day preceding the Weekend/Holiday will be reckoned to be the Relevant Date.

RESOLVED FURTHER THAT the equity shares to be allotted on preferential basis shall be locked in for such period as prescribed in Regulation 167 of Chapter V of SEBI (ICDR) Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India (RBI)/Securities and Exchange Board of India (SEBI)/the Stock Exchanges where the equity shares of the Company are listed and/or such other appropriate authority may impose at the time of their approval and as agreed to by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorized for appointment, change, termination of any intermediaries and/or agencies for this preferential issue and/or vary, alter or modify any of the terms and conditions of any intermediaries and/or agencies so appointed.

RESOLVED FURTHER THAT the equity shares to be allotted, be listed on the stock exchanges where the shares of the Company are listed and that the Board be and is hereby authorized to make the necessary applications and to take all other steps as may be necessary for the approval of allotment of equity shares and listing of such equity shares and for the admission of such equity shares with the depositories, i.e. NSDL & CDSL, and for the credit of such equity shares to the holders dematerialized securities account.

RESOLVED FURTHER THAT for the purpose of creating, issuing, offering and allotting equity shares of the Company the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution in all respects and in particular to settle any questions, difficulties or doubts that may arise with regard to the offering, issuing and allotting of equity shares of the Company, as it may, in its absolute discretion, deem fit and proper.

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RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any other Director or Directors or Company Secretary or any other officer(s) or employee(s) of the Company or any advisor, as it may consider appropriate in order to give effect to this Resolution.”

Registered Office: By order of the Board Unit No. 201, C-50, For Vipul Limited Malviya Nagar, New Delhi-110017 CIN: L65923DL2002PLC167607 Website: www.vipulgroup.in sd/E-mail: secretarial@vipulgroup.in Sunil Kumar Tel: 91 1244065500 Fax: 91 1244061000 Company Secretary Place: Gurugram A-38859 Date: March 05, 2024

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Notes:

1. Pursuant to the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17 /2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 2/2021 dated January 13, 2021, General Circular No. 10/2021 dated June 23, 2021 General Circular no. 21/2021 dated December 14, 2021, General Circular no. 02/2022 dated May 05, 2022, General Circular no. 11/2022 dated December 28, 2022 and General Circular no. 09/2023 dated September 25, 2023. ("MCA Circulars") and Circular No. SEBI/ 110/CFD/ CMDl/CIRP/ 2020/79 dated May 12, 2020 and Circular No. SEBI/ HO/ CFD/ CMD2/CIR/P/ 2021/11 dated January 15, 2021, Circular No. SEBI/110/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/ P/CIR/2023/4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P /CIR/2023/167 dated October 07, 2023 issued by the Securities Exchange Board of India ("SEBI Circular")(hereinafter collectively referred to as “the Circulars”), companies are allowed to hold EGM through VC, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the EGM of the Company is being held through VC.

2. 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. Since the EGM is being held in accordance with the Circulars through VC, the facility for the appointment of proxies by the Members will not be available.

3. Participation of Members through VC will be reckoned for the purpose of quorum for the EGM asper Section 103 of the Act.

4. Pursuant to the provisions of Section 113 of the Companies Act, Body Corporates/ Institutional /Corporate Members intending for their authorized representatives to attend the meeting are requested to send to the Company, on secretarial@vipulgroup.in with a copy marked to avafirm@gmail.com and evoting@nsdl.co.in from their registered Email ID a scanned copy (PDF / JPG format) of certified copy of the Board Resolution / Authority Letter authorizing their representative to attend and vote on their behalf at the meeting.

5. Members can join the EGM through 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 1,000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, 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 EGM without restriction on account of first come first served basis.

6. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.

7. In line with the aforesaid Circulars, the Notice of EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on Friday, March 01, 2024. Members may note that Notice has been uploaded on the website of the Company at www.vipulgroup.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

8. In view of the “Green Initiatives in Corporate Governance” introduced by MCA and in terms of the provisions of the Companies Act, 2013, Members who are holding shares of the Company in physical mode, are required to register their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondences, etc., through emails in the electronic mode instead of

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receiving physical copies of the same. Members holding shares in dematerialized form, who have not registered their email addresses with Depository Participant(s), are requested to register / update their email addresses with their Depository Participant(s).

1. A statement setting out the material facts as required under Section 102 of the Companies Act, 2013 (“Act”) is annexed hereto.

2. Since the EGM is being held electronically, physical attendance of the Members has been dispensed with and accordingly the facility for appointment of proxies by the Members will not be available for the EGM. Therefore, the proxy form, attendance slip and route map have not been annexed with this notice.

11. Process and manner for Members opting for voting through Electronic means:

• a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”), as the Authorised e-Voting agency for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by Members using remote e-voting as well as e-voting system on the date of the EGM will be provided by NSDL.

• b) Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, March 22, 2024, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

• c) A person who has acquired the shares and has become a Member of the Company after the dispatch of the Notice of the EGM and prior to the Cut-off date i.e. Friday, March 22, 2024, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting ore-voting system on the date of the EGM by following the procedure mentioned in this part.

• d) The remote e-voting will commence on Monday, March 25, 2024 at 9:00 a.m. and will end on Thursday, March 28, 2024 at 5:00 p.m. During this period, the Members of the Company holding shares either in physical mode or in demat mode as on the Cut-off date i.e. Friday, March 22, 2024 may cast their vote electronically. The Members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by NSDL thereafter.

• e) Once the vote on a resolution is casted by the Member, he/she shall not be allowed to change it subsequently or cast the vote again.

• f) The voting rights of the Members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. Friday, March 22, 2024.

• g) The Company has appointed M/s. AVA Associates through its Partner Mr. Amitabh, Practicing Company Secretary (Membership No. A14190, COP No. 5500), to act as the Scrutinizer for remote e- voting as well as the e-voting on the date of the EGM, in a fair and transparent manner.

12. The procedure and instructions for remote e-voting are, as follows:

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

Step 1: Log-in to NSDL e-Voting system

• a) 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.

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

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

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can login a thttps://eservices.nsdl.com/with your existing IDEAS login. Once you login 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.

• b) Your User ID details are given below:

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 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• c) Your password details are given below:

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

• ii. 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.

iii. How to retrieve your ‘initial password’?

• a) 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’.

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

• c) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• i. 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.

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

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• iii. 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.

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

• d) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the checkbox.

• e) Now, you will have to click on “Login” button.

• f) 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.

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

• b) Select “EVEN” of company for which you wish to cast your vote.

• c) Now you are ready for e-Voting as the Voting page opens.

• d) 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.

• e) Upon confirmation, the message “Vote cast successfully” will be displayed.

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

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

13. General guidelines for Members:

• a) Institutional investors, who are Members of the Company, are encouraged to attend and vote at the EGM through VC/OAVM facility. Corporate 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 avafirm@gmail.com with a copy marked to evoting@nsdl.co.in.

• b) 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.

• c) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free helpline no.: 1800-222-990 or send a request at evoting@nsdl.co.in.

• d) Members who need assistance (including assistance with using technology before or during the meeting) can contact NSDL on evoting@nsdl.co.in or call on toll free no.: 1800-222-990 or contact Ms. Sarita Mote, Assistant Manager at saritam@nsdl.co.inor call on 022-24994890.

14. 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:

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• a) 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 (selfattested scanned copy of Aadhar Card) by email to secretarial@vipulgroup.in.

• b) 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 secretarial@vipulgroup.in.

15. The instructions for Members for e-Voting on the day of the EGM are as under:

• a) The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

• b) Only those Members/ Shareholders, who will be present in the EGM through VC/OAVM facility and have not cast 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.

• c) 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.

• d) 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.

16. Instructions for Members for attending the EGM through VC/OAVM are as under:

• a) Member will be provided with a facility to attend the EGM through VC/OAVM or view the live webcast of EGM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.com under shareholders/Members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/Members 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. Further Members can also use the OTP based login for logging into the e-Voting system of NSDL.

• b) Members are encouraged to join the Meeting through Laptops for better experience.

• c) Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• d) 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.

• e) For ease of conduct, Members who would like to ask questions may send their questions in advance at least (7) days before EGM mentioning their name, demat account number / folio number, email id, mobile number at secretarial@vipulgroup.inand register themselves as speaker. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM.

• f) Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

• The Scrutinizer shall, after the conclusion of voting at the EGM, unblock the votes cast through remote e- Voting and count the same, and count the votes cast during the EGM, and shall make, not later than 48 hours from the conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or

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against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Scrutinizer’s decision on the validity of the votes shall be final.

1. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.vipulgroup.in and on the website of NSDL www.evoting@nsdl.com, immediately after declaration of the result and shall also be communicated to the Stock Exchanges where the shares of the Company are listed i.e. BSE and NSE and be made available on their respective websites viz. www.bseindia.com and www.nseindia.com.

Contact Details:
Company	:	Vipul Limited
		Unit No. 201, C-50, Malviya Nagar, New Delhi-110017
		CIN:L65923DL2002PLC167607
		Email ID:secretarial@vipulgroup.in
Registrar and	:	MAS Services Limited
Share Transfer		T-34, IInd Floor, Okhla Industrial Area, Phase-II, New Delhi-110020
Agent		Email ID:mas_serv@yahoo.com
		Phone: +91 26387281
e-Voting	:	National Securities Depository Limited
Agency		Email Id:evoting@nsdl.co.in
		Phone: +91 22 2499 4890
Scrutinizer	:	M/s. AVA Associates
		through its Partner Mr. Amitabh, Practicing Company Secretary
		(Membership No. A14190, COP No. 5500)
		Email ID:avafirm@gmail.com

Registered Office: By order of the Board Unit No. 201, C-50, For Vipul Limited Malviya Nagar, New Delhi-110017 CIN: L65923DL2002PLC167607 Website: www.vipulgroup.in sd/E-mail: secretarial@vipulgroup.in Sunil Kumar Tel: 91 1244065500 Fax: 91 1244061000 Company Secretary Place: Gurugram A-38859 Date: March 05, 2024

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As required by Section 102 of the Companies Act, 2013 (the “Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 1of the accompanying Notice dated March05, 2024:

In respect of Item No. 1

The following disclosure is made in accordance with the provisions of the Companies Act, 2013 (“the Act”) and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended thereof(hereinafter referred to as “ SEBI (ICDR) Regulations ” ).

1. OBJECT OF THE PREFERENTIAL ISSUE:

The Company shall utilize the proceeds from the preferential issue of Equity Shares as under:

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Sr. Particulars Amount Upto Tentative Time
No. (Rs. In Cr) Frame for
utilization
1. Debt Repayment 12.00 Within 12 months
2. Investment in Projects 27.00
2. General Corporate Purposes 10.77
Total 49.77
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Till such time the issue proceeds are fully utilized, the Company shall keep the same in bank deposits and/or mutual funds and/or other shorts terms funds as may be decided by the Board of Directors of the Company.

2. MAXIMUM NUMBER OF SPECIFIED SECURITIES TO BE ISSUED:

To create, offer, issue and allot on a preferential basis to Non-Promoter upto 2,10,00,000 (Two Crore Ten Lakhs) equity shares of face value of Rs. 1/- each at a price of Rs. 23.70/- each [Rupees Twenty Three Decimal Seventy Only] (including premium of Rs. 22.70/- each [Rupees Twenty Two Decimal Seventy Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher.

Issue of the Equity Shares pursuant to the Preferential Issue would be within the Authorised Share Capital of the Company.

3. THE CLASS OR CLASSES OF PERSONS TO WHOM THE ALLOTMENT IS PROPOSED TO BE MADE:

The Allotment is proposed to be made to the Individuals and Body Corporates belonging to Non-Promoter as per the details mentioned at point no. 9 below.

4. INTENT OF THE PROMOTERS, DIRECTORS, KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT OF THE COMPANY TO SUBSCRIBE TO THE OFFER:

None of the Promoter/Promoter Group, Directors, Key Management Personnel or Senior Management of the Company are subscribing to the proposed preferential offer.

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5. SHAREHOLDING PATTERN OF THE COMPANY BEFORE AND AFTER THE PROPOSED ISSUE:

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Sr. CATEGORY Pre-Issue Equity Holdings No. of Equity Post-Issue Equity Holdings
No. Shares
proposed to be
issued
No. of % of No. of Shares No. of Shares % of
Shares Shareholding Shareholding
A Promoter’s Holding
1 Indian Promoter/ 76108717 63.43 - 76108717 53.98
Promoter Group
2 Foreign Promoter/ - - - - -
Promoter Group
Sub-Total (A) 76108717 63.43 - 76108717 53.98
B Non-Promoter’s Holding
1 Institutions: - - - - -
2 Non-Institutions:
Private Corporate 27628166 23.02 11956633 39584799 28.08
Bodies
Directors and - - - - -
relatives
Indian Public 15821959 13.19 9043367 24865326 17.64
Others (including 425638 0.36 0 425638 0.30
NRIs)
Sub-Total (B) 43875763 36.57 21000000 64875763 46.02
TOTAL (A+B) 119984480 100.00 21000000 140984480 100.00
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• Assuming entire 2,10,00,000 equity shares to be issued under this Preferential issue are allotted.

6. NO CHANGE IN CONTROL:

The existing promoters of the company will continue to be in control of the company and there will not be any changes in the management/control of the company as a result of the proposed preferential allotment.

7. LOCK-IN PERIOD:

The equity shares to be allotted on preferential basis shall be locked in, for such period as prescribed in Chapter V of SEBI (ICDR) Regulations.

The entire pre preferential holding of the allottee, if any, shall be locked in as per Regulation 167(6) of Chapter V of the SEBI (ICDR) Regulations.

8. PROPOSED TIME WITHIN WHICH THE ALLOTMENT SHALL BE COMPLETED:

The proposed allotment of Equity Shares shall be completed, in accordance with Regulation 170 of SEBI (ICDR) Regulations, within 15 (fifteen) days period from the later of:

(i) date of passing of the shareholders’ special resolution ; or

(ii) receipt of the permission or approval from any regulatory authority or the Central Government, if any, including receipt of the ‘in principle approval’ from all the stock exchanges (pursuant to Regulation 28 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) where the shares of the Company are listed.

The allotment of equity shares will be completed in dematerialized form.

9. IDENTITY OF NATURAL PERSONS WHO ARE THE ULTIMATE BENEFICIAL OWNERS OF THE SHARES PROPOSED TO BE ALLOTTED AND/OR WHO ULTIMATELY CONTROL THE PROPOSED ALLOTTEES AND THE PERCENTAGE OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THE ALLOTTEES:

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In compliance with Regulation 163(1)(f) and 163(1)(fa) of SEBI (ICDR) Regulations and amendments thereof and also in compliance with SEBI Circular No. CIR/MIRDS/2/2013 dated January 24, 2013, details of the proposed allottee to whom securities to be issued pursuant to the Special Resolution at Item No. 1 of the Notice, the Identity of Natural Persons who are the Ultimate Beneficial Owners of the proposed allottee and the percentage of the expanded capital to be held by the proposed allottee after the proposed allotment of the said securities are as under:

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Name of Identity of Pre-Issue Equity No. of Post-Issue Equity Holding
Proposed Natural Persons Holdings equity
Allottee who are the No. of % of shares No. of % of
Ultimate Shares Share proposed to Shares
Beneficial holdin be issued Shareholding
g
Non-Promoter
AARSON SHARAD GOEL - - 316455 316455 0.224
INVESTMENTS
ABHAY ABHAY - - 84389 84389 0.060
DHANRAJ DHANRAJ
MUSALE MUSALE
ABSOLUTE KETAN V - - 738396 738396 0.524
RETURNS THAKKAR
SCHEME
ADITYA MITTAL ADITYA - - 89000 89000 0.063
MITTAL
ANJALI ANJALI - - 63291 63291 0.045
SANGTANI SANGTANI
ANKUR MITTAL ANKUR - - 189000 189000 0.134
MITTAL
ASHISH JAIN ASHISH JAIN - - 100000 100000 0.071
ASHISH R ASHISH R - - 84389 84389 0.060
BAGADIA BAGADIA
AYUSH MODI AYUSH MODI - - 100000 100000 0.071
CHIRAG CHIRAG - - 84389 84389 0.060
BHARAT SHETH BHARAT
SHETH
DEVENDER DEVENDER - - 50000 50000 0.035
MOR MOR
DIVYA DIVYA - - 94937 94937 0.067
AGGARWAL AGGARWAL
DIVYASHRI DIVYASHRI - - 105485 105485 0.075
RAVICHANDRA RAVICHANDR
N AN
FIVE STAR SAURABH - - 168776 168776 0.120
INVESTMENTS AGRAWAL
HARESH HARESH - - 84389 84389 0.060
SOMALAL VYAS SOMALAL
VYAS
INSPYRE PALVINDER - - 189000 189000 0.134
CAPITAL KAUR
JAI PRAKASH JAI PRAKASH - - 150000 150000 0.106
GOYAL GOYAL
KAMAL AHUJA KAMAL - - 50000 50000 0.035
AHUJA
KIRAN KIRAN - - 30000 30000 0.021
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MANCHANDA MANCHANDA
KOMAL KOMAL - - 39000 39000 0.028
BANSAL BANSAL
KRISHIVA MOHIT - - 800000 800000 0.567
FINANCIALS KUMAR
KUNAL KUNAL - - 168777 168777 0.120
KAILASH KAILASH
PAREKH PAREKH
LONGVIEW VIPIN - - 300000 300000 0.213
RESEARCH AND AGGARWAL
ADVISORY
SERVICES PVT
LTD
MANAS MANAS - - 650000 650000 0.461
CHADHA CHADHA
MANOJ KUMAR MANOJ - - 50000 50000 0.035
TOTLA KUMAR
TOTLA
MEGHA MEGHA - - 50000 50000 0.035
AGARWAL AGARWAL
MOHEET MOHEET - - 421940 421940 0.299
VINODKUMAR VINODKUMAR
AGARWAL AGARWAL
MOHIT KUMAR MOHIT - - 189000 189000 0.134
MITTAL HUF KUMAR
MITTAL
MOHIT MOHIT - - 50000 50000 0.035
RATERIA RATERIA
MONETIC GAURAV - - 90000 90000 0.064
WORLD LLP BANSAL
MORDE FOODS CHANDRAKA - - 843881 843881 0.599
PVT LTD NT EKNATH
MORDE
MUGDHA MUGDHA - - 50000 50000 0.035
BIYANI BIYANI
MUKESH GARG MUKESH - - 30000 30000 0.021
GARG
MUSKAN MUSKAN - - 30000 30000 0.021
GUPTA GUPTA
NARENDRA NARENDRA - - 150000 150000 0.106
KUMAR DAGA KUMAR DAGA
NAV CAPITAL VEERENDRA - - 2637131 2637131 1.871
VCC KEDARNATH
CHANDALAD
A
NAVIN NAVIN - - 168777 168777 0.120
MAHAVIRPRAS MAHAVIRPRA
AD DALMIA SAD DALMIA
NEXTA GEETA - - 1687763 1687763 1.197
ENTERPRISES CHETAN
LLP SHAH
NIKHIL TYAGI NIKHIL TYAGI - - 63291 63291 0.045
NISHANT NISHANT - - 30000 30000 0.021
KHANNA KHANNA
PITAM GOEL PITAM GOEL - - 84389 84389 0.060
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PRADEEP MODI PRADEEP - - 100000 100000 0.071
HUF KUMAR
PRANAYA B PRANAYA B - - 84389 84389 0.060
GANDHI GANDHI
PRAVEEN PRAVEEN - - 2000000 2000000 1.419
GUPTA GUPTA
PUNEET JAIN PUNEET JAIN - - 31000 31000 0.022
PUNEET PUNEET - - 31645 31645 0.022
TANDON TANDON
RAJASTHAN LALIT DUA - - 3000000 3000000 2.128
GLOBAL
SECURITIES
PRIVATE
LIMITED
RAVI VASUDEO RAVI - - 316455 316455 0.224
GOENKA VASUDEO
GOENKA
RIDHANSHA RIDHANSHA - - 40000 40000 0.028
ROOPAK ROOPAK - - 50000 50000 0.035
MITTAL MITTAL
RUCHI RUCHI - - 50000 50000 0.035
AGARWAL AGARWAL
SAMEER SAMEER - - 168776 168776 0.120
PAHLAJANI PAHLAJANI
HUF
SANDEEP JAIN SANDEEP JAIN - - 800000 800000 0.567
SANDEEP SANDEEP - - 100000 100000 0.071
VERMA VERMA
SANGEETA SANGEETA - - 168777 168777 0.120
VENKATRAMA VENKATRAM
N AN
SANJAY JAIN SANJAY JAIN - - 30000 30000 0.021
SANJEEV SANJEEV - - 42194 42194 0.030
KUMAR SINGH KUMAR
SINGH
SANYAM JAIN SANYAM JAIN - - 30000 30000 0.021
SARVESH SARVESH - - 63291 63291 0.045
SHUBHKARAN SANGHI
SANGHI HUF
SATYAM SATYAM - - 200000 200000 0.142
AGARWAL AGARWAL
SHRIGOPAL SHRIGOPAL - - 50000 50000 0.035
KANDOI KANDOI
SONALI DILIP SONALI DILIP - - 210970 210970 0.150
SANKLECHA SANKLECHA
SONIKA SONIKA - - 25000 25000 0.018
CHAUHAN CHAUHAN
SULABH SULABH - - 50000 50000 0.035
BILOTIA BILOTIA
SUMIT GUPTA SUMIT GUPTA - - 50000 50000 0.035
SYGNIGIC VINAY - - 50000 50000 0.035
CORPORATE KUMAR
SOLUTIONS PVT CHAWLA
LTD
TEN EIGHTY NIDHI - - 168776 168776 0.120
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INVESTMENTS THAKKAR
VARUN VARUN - - 89000 89000 0.063
BANSAL HUF BANSAL
VARUN VARUN - - 84389 84389 0.060
PRANAM PRANAM
MALOO MALOO
VENKATRAM VENKATRAM - - 63291 63291 0.045
MANDALPU MANDALPU
VINEET ARORA VINEET - - 126582 126582 0.090
ARORA
VINEY EQUITY ANANT - - 650000 650000 0.461
MARKET LLP AGGARWAL
VIPIN VIPIN - - 150000 150000 0.106
AGGARWAL AGGARWAL
VIRAL PRAVIN VIRAL PRAVIN - - 84389 84389 0.060
PAREKH PAREKH
VIVEK KUMAR VIVEK KUMAR - - 168776 168776 0.120
BHAUKA BHAUKA
WOW AMIT GOYAL - - 316455 316455 0.224
INVESTMENTS
Assuming entire 2,10,00,000 equity shares to be issued under this Preferential issue is allotted.
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The consent of the Members is sought for the issue of Equity Shares in terms of Section 62 of the Companies Act, 2013, and all applicable provisions of the Companies Act, 2013 and in terms of the provisions of the SEBI (ICDR) Regulations and the listing agreements entered into by the Company with the stock exchanges, where the Company’s equity shares are listed.

10. THE CURRENT AND PROPOSED STATUS OF THE ALLOTTEES POST THE PREFERENTIAL ISSUE NAMELY, PROMOTER OR NON-PROMOTER:

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S. Proposed Allottee Current status of Proposed status of the allottees
No. the allottees post the preferential issue
1. AARSON INVESTMENTS Non-Promoter Non-Promoter
2. ABHAY DHANRAJ MUSALE Non-Promoter Non-Promoter
3. ABSOLUTE RETURNS SCHEME Non-Promoter Non-Promoter
4. ADITYA MITTAL Non-Promoter Non-Promoter
5. ANJALI SANGTANI Non-Promoter Non-Promoter
6. ANKUR MITTAL Non-Promoter Non-Promoter
7. ASHISH JAIN Non-Promoter Non-Promoter
8. ASHISH R BAGADIA Non-Promoter Non-Promoter
9. AYUSH MODI Non-Promoter Non-Promoter
10. CHIRAG BHARAT SHETH Non-Promoter Non-Promoter
11. DEVENDER MOR Non-Promoter Non-Promoter
12. DIVYA AGGARWAL Non-Promoter Non-Promoter
13 DIVYASHRI RAVICHANDRAN Non-Promoter Non-Promoter
14. FIVE STAR INVESTMENTS Non-Promoter Non-Promoter
15. HARESH SOMALAL VYAS Non-Promoter Non-Promoter
16. INSPYRE CAPITAL Non-Promoter Non-Promoter
17. JAI PRAKASH GOYAL Non-Promoter Non-Promoter
18. KAMAL AHUJA Non-Promoter Non-Promoter
19. KIRAN MANCHANDA Non-Promoter Non-Promoter
20. KOMAL BANSAL Non-Promoter Non-Promoter
21. KRISHIVA Non-Promoter Non-Promoter
22. KUNAL KAILASH PAREKH Non-Promoter Non-Promoter
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23. LONGVIEW RESEARCH AND Non-Promoter Non-Promoter
ADVISORY SERVICES PVT LTD
24. MANAS CHADHA Non-Promoter Non-Promoter
25. MANOJ KUMAR TOTLA Non-Promoter Non-Promoter
26. MEGHA AGARWAL Non-Promoter Non-Promoter
27. MOHEET VINODKUMAR AGARWAL Non-Promoter Non-Promoter
28. MOHIT KUMAR MITTAL HUF Non-Promoter Non-Promoter
29. MOHIT RATERIA Non-Promoter Non-Promoter
30. MONETIC WORLD LLP Non-Promoter Non-Promoter
31. MORDE FOODS PVT LTD Non-Promoter Non-Promoter
32. MUGDHA BIYANI Non-Promoter Non-Promoter
33. MUKESH GARG Non-Promoter Non-Promoter
34. MUSKAN GUPTA Non-Promoter Non-Promoter
35. NARENDRA KUMAR DAGA Non-Promoter Non-Promoter
36. NAV CAPITAL VCC Non-Promoter Non-Promoter
37. NAVIN MAHAVIRPRASAD DALMIA Non-Promoter Non-Promoter
38. NEXTA ENTERPRISES LLP Non-Promoter Non-Promoter
39. NIKHIL TYAGI Non-Promoter Non-Promoter
40. NISHANT KHANNA Non-Promoter Non-Promoter
41. PITAM GOEL Non-Promoter Non-Promoter
42. PRADEEP MODI HUF Non-Promoter Non-Promoter
43. PRANAYA B GANDHI Non-Promoter Non-Promoter
44. PRAVEEN GUPTA Non-Promoter Non-Promoter
45. PUNEET JAIN Non-Promoter Non-Promoter
46. PUNEET TANDON Non-Promoter Non-Promoter
47. Rajasthan Global Securities Private Non-Promoter Non-Promoter
Limited
48. RAVI VASUDEO GOENKA Non-Promoter Non-Promoter
49. RIDHANSHA Non-Promoter Non-Promoter
50. ROOPAK MITTAL Non-Promoter Non-Promoter
51. RUCHI AGARWAL Non-Promoter Non-Promoter
52. SAMEER PAHLAJANI HUF Non-Promoter Non-Promoter
53. SANDEEP JAIN Non-Promoter Non-Promoter
54. SANDEEP VERMA Non-Promoter Non-Promoter
55. SANGEETA VENKATRAMAN Non-Promoter Non-Promoter
56. SANJAY JAIN Non-Promoter Non-Promoter
57. SANJEEV KUMAR SINGH Non-Promoter Non-Promoter
58. SANYAM JAIN Non-Promoter Non-Promoter
59. SARVESH SHUBHKARAN SANGHI Non-Promoter Non-Promoter
HUF
60. SATYAM AGARWAL Non-Promoter Non-Promoter
61. SHRIGOPAL KANDOI Non-Promoter Non-Promoter
62. SONALI DILIP SANKLECHA Non-Promoter Non-Promoter
63. SONIKA CHAUHAN Non-Promoter Non-Promoter
64. SULABH BILOTIA Non-Promoter Non-Promoter
65. SUMIT GUPTA Non-Promoter Non-Promoter
66. SYGNIGIC CORPORATE SOLUTIONS Non-Promoter Non-Promoter
PVT LTD
67. TEN EIGHTY INVESTMENTS Non-Promoter Non-Promoter
68. VARUN BANSAL Non-Promoter Non-Promoter
69. VARUN PRANAM MALOO Non-Promoter Non-Promoter
70. VENKATRAM MANDALPU Non-Promoter Non-Promoter
71. VINEET ARORA Non-Promoter Non-Promoter
72. VINEY EQUITY MARKET LLP Non-Promoter Non-Promoter
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73.	VIPIN AGGARWAL	Non-Promoter	Non-Promoter
74.	VIRAL PRAVIN PAREKH	Non-Promoter	Non-Promoter
75.	VIVEK KUMAR BHAUKA	Non-Promoter	Non-Promoter
76.	WOW INVESTMENTS	Non-Promoter	Non-Promoter

11. BASIS ON WHICH THE PRICE HAS BEEN ARRIVED AT AND JUSTIFICATION FOR THE PRICE (INCLUDING PREMIUM, IF ANY):

The Equity Shares of the company are listed on BSE Limited and National Stock Exchange of India Limited for a period of more than 90 trading days as on the relevant date i.e. Wednesday, February 28, 2024 and are frequently traded in accordance with Regulation 164 of SEBI (ICDR) Regulations.

In terms of the SEBI ICDR Regulations, the floor price at which the Equity Shares can be issued is Rs. 20.44 per Equity Share, as per the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Issue and is the highest of the following:

a) 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 17.77 per equity share;

b) 10 (ten) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 20.44 per equity share.

c) Floor price determined in accordance with the provisions of the articles of association of the Company. However, the articles of association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.

Since the Proposed Preferential Issue is not expected to result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company to an allottee or to allottee acting in concert, the Company is not required to obtain a valuation report from an independent registered valuer and consider the same for determining the price.

Further, given that the equity shares of the Company have been listed for a period of more than 90 (ninety) trading days prior to the relevant date, the Company is not required to re-compute the issue price as per Regulation 164(3) the SEBI ICDR Regulations, and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations.

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 Equity Shares 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.

The Board proposes to issue the equity share of face value of Rs. 1/- each at a price of Rs. 23.70/- each [Rupees Twenty Three Decimal Seventy Only] (including premium of Rs. 22.70/- each [Rupees Twenty Two Decimal Seventy Only]) each, which is higher than the price as computed above and also the price determined above shall not be lower than the minimum price in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR)Regulations as amended.

12. THE PRICE OR PRICE BAND AT/WITHIN WHICH THE ALLOTMENT IS PROPOSED:

The issue price of the equity shares to be allotted on preferential basis shall be at a price of Rs. 23.70/- each [Rupees Twenty Three Decimal Seventy Only] (including premium of Rs. 22.70/- each [Rupees Twenty Two Decimal Seventy Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher. Kindly refer to the above mentioned point no. 11 for the basis of determination of the price.

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13. PARTICULARS OF THE OFFER, KINDS OF SECURITIES OFFERED, PRICE OF THE SECURITIES OFFERED INCLUDINGDATE OF PASSING OF BOARD RESOLUTION:

Issue of upto 2,10,00,000 (Two Crore Ten Lakhs) equity shares of face value of Rs. 1/- each at a price of Rs. 23.70/- each [Rupees Twenty Three Decimal Seventy Only] (including premium of Rs. 22.70/- each [Rupees Twenty Two Decimal Seventy Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher for Cash consideration.

Date of passing Board Resolution for aforesaid Preferential Issue is Tuesday, March 05, 2024.

14. AMOUNT WHICH THE COMPANY INTENDS TO RAISE BY WAY OF SUCH SECURITIES:

The Company intends to raise upto Rs. 49,77,00,000/- by way of Preferential Issue of upto 2,10,00,000 Equity Shares.

15. NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE BEEN MADE DURING THE YEAR,IN TERMS OF NUMBER OF SECURITIES AS WELL AS PRICE:

During the period from April 01, 2023 till the date of this Notice, the Company has not made any allotment on Preferential Basis.

16. NAME AND ADDRESS OF THE VALUER WHO PERFORMED VALUATION OF THE SECURITY OFFERED:

Not Applicable.

17. THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR CONSIDERATION OTHER THAN CASH TOGETHER WITH VALUATION REPORT OF THE REGISTERED VALUER:

Not Applicable, as the proposed preferential allotment is made for Cash consideration.

18. PRINCIPLE TERMS OF ASSETS CHARGED AS SECURITIES:

Not Applicable.

19. PRACTICING COMPANY SECRETARY CERTIFICATE:

A copy of the certificate from M/s AVA Associates through its Partner Mr. Amitabh, Practicing Company Secretary (Membership No. A14190, COP No. 5500), as mandated under Regulation 163(2) of the SEBI (ICDR) Regulations, certifying that the Proposed Preferential Issue is being made in accordance with the requirements of Chapter V of SEBI (ICDR) Regulations shall be placed before the shareholders at their proposed Extra Ordinary General Meeting and the same shall be available for inspection by the members at the Registered Office of the Company between 11:00 AM and 5:00 PM on all working days between Monday to Friday from the date of dispatch of the EGM Notice till Friday, March29, 2024. This certificate is also placed on the website of the company at www.vipulgroup.in.

20. RELEVANT DATE :

The “Relevant Date” in terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 for the purpose of determining the price of equity shares to be issued on preferential basis is Wednesday, February 28, 2024. Please note that Wednesday, February 28, 2024 being the date 30 days prior to Friday, March 29, 2024.

21. OTHER DISCLOSURES:

• a. As the equity shares have been listed on a recognized Stock Exchanges (i.e. BSE Limited and National Stock Exchange of India Limited) for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation 163(1)(h) is not applicable.

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• b. Neither the Company nor any of its Promoter/Promoter Group or Directors are a willful defaulter or a fraudulent borrower as defined under SEBI (ICDR) Regulations and none of its directors or Promoter/Promoter Group are fugitive economic offender as defined under SEBI (ICDR) Regulations.

• c. The fund to be used for General Corporate Purposes, in any case, shall not be exceeding 25% of the funds to be raised through this preferential issue.

• d. The issue size does not exceeds more than one hundred core rupees, then no monitoring agency have been appointed in terms of Regulation 162A of SEBI (ICDR) Regulations.

• e. During the period from April 01, 2023 until the date of Notice of this EGM, the Company has not made any Preferential Issue of equity shares.

• f. The Company is in compliance with the conditions for continuous listing and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.

• g. Neither the Company nor any of its Directors or Promoters are categorized as willful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulter(s) issued by the Reserve Bank of India. Further, neither the Company nor any of its Directors or Promoters is a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

None of the Directors and/or Key Managerial Personnel of the Company and/ or their relatives are, in any way concerned or interested, financially or otherwise in the resolution setout at Item No. 1 of the Notice, except to the extent of their shareholding interest, if any, in the company.

In accordance with the provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI ICDR Regulations, approval of the Members for issue and allotment of the said equity shares to the Proposed Allottees is being sought by way of a special resolution as set out in the said item no. 1 of the Notice.

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members and accordingly recommend passing of the resolution as set out at Item No. 1 of the Accompanying EGM Notice for the approval of members of the Company as Special Resolution.

Documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

Registered Office: By order of the Board Unit No. 201, C-50, For Vipul Limited Malviya Nagar, New Delhi-110017 CIN: L65923DL2002PLC167607 Website: www.vipulgroup.in sd/E-mail: secretarial@vipulgroup.in Sunil Kumar Tel: 91 1244065500 Fax: 91 1244061000 Company Secretary Place: Gurugram A-38859 Date: March 05, 2024

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