Visagar Polytex Ltd — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

TILOKCHAND Digitally signed by TILOKCHAND MANAKLAL MANAKLAL KOTHARI KOTHARI Date: 2024.10.30 15:22:47 +05'30'

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NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting (01/2024-2025) (hereinafter known as ‘EOGM’) of the members of VISAGAR POLYTEX LIMITED will be held on Friday, 22[nd] November, 2024 at 11:00 A.M at Registered Office of the Company situated at 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai, Maharashtra, India, 400058 to transact the following business:

SPECIAL BUSINESS

1. To approve Change in the Object clause of the Company

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

RESOLVED THAT pursuant to provisions of section 4 and 13 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 including statutory amendments and modifications made thereunder, and the necessary registrations, approvals, consents, permissions and sanctions required, if any, from the jurisdictional Registrar of Companies, and any other appropriate regulatory authorities, approval of the members be and is hereby accorded to alter Memorandum of Association by inserting below mentioned sub clause 99 & 100 in clause III (B) of the Memorandum of Association of the Company:

“99. Subject to Section 230 to 234 or any other applicable provision of the Companies Act, 2013, to amalgamate, merge any other Company or Companies or entity with the Company or merge, Demerge with any other Company or Companies having all or any their objects similar to the objects of the Company or otherwise, in any manner, whether with or without the liquidation of the Company.”

“100. - Subject to Section 230 to 234 or any other applicable provision of the Companies Act, 2013, to enter into scheme of arrangement or Compromise between the Company and its creditors or any class of them; or between the Company and its members or any class of them in any manner.”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to file necessary E forms with the Registrar of Companies and to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary and with power to make the

1 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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necessary corrections and alterations suggested by the Registrar of Companies and settle questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further approval of the members of the Company.

Registered Office: By Order of the Board of Directors 907/908, Dev Plaza, Opp. For Visagar Polytex Limited Andheri Fire Station, S.V. Road, Andheri (West), Mumbai City, Mumbai, Sd/- Maharashtra, India, 400058

Place: Mumbai Date: 30/10/2024

Chairman & Managing Director

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRA-ORDINARY GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED WITH THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING.

In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in aggregate not more than ten percent of the total share capital of the Company.

PROXIES SUBMITTED ON BEHALF OF THE COMPANIES, SOCIETIES, ETC., MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION / AUTHORITY, AS APPLICABLE. An incomplete proxy form or proxy form received beyond time limit is liable to be rejected. A proxy form is enclosed.

1. Members/Proxies should bring the Attendance Slip duly filled in for attending the meeting along with their copy of Notice of EGM. No extra attendance slip and/or Notice of EGM will be provided at the venue of the Extra-Ordinary General Meeting. Also, Route map to the venue of meeting is enclosed.

2 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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1. Corporate Members intending to send their authorized representative(s) are requested to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Extra-Ordinary General Meeting.

2. Proxies shall be made available for inspection during the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the meeting.

3. 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 their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/ M/s. Adroit Corporate Services (P) Ltd., 19/20, Jafferbhoy Industrial Estate,1st floor, Makwana Road, Marol Naka, Andheri (East), Mumbai – 400 059.

4. The Company is providing facility of REMOTE E-VOTING and the business may be transacted through such voting. Details instructions are provided in the notice itself. The facility for voting through Ballot paper shall also be made available at the meeting and members attending the meeting who have not casted their vote by remote e-voting shall be able to exercise their right at the meeting.

5. The members who have casted their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

6. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same. by submitting Form No. SH-13. The said form can be downloaded from the Members’ reference available on the Company’s website under Investor resources. Members are requested to submit the said details to their Depository Participants in case the shares are held by them in electronic form and to the Company’s Registrar and Transfer Agent (‘RTA’) in case the shares are held by them in physical form, quoting their folio number.

7. As per Regulation 40 of the SEBI Listing Regulations, as amended, transfer of securities would be carried out in dematerialized form only with effect from April 1, 2019, except in case of transmission or transposition of securities. However, Members can continue to hold shares in physical form. In view of the same and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s RTA for assistance in this regard.

8. Electronic copy of the Notice of Extra-Ordinary General Meeting is being sent to all the members whose email IDs are registered with the Company/Depositories for communication purposes unless any member has requested for a hard copy of the same.

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VISAGAR POLYTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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1. All the material documents, Resolutions, Memorandum and Articles of Association of the Company etc. are open for inspection to the members during the office hour of all working day till the conclusion of the Extra-Ordinary General Meeting at the registered office of the Company.

2. Members holding shares in the physical form are requested to notify changes in address, email id, bank mandate and bank particulars, if any, under their signatures to M/s. Adroit Corporate Services (P) Ltd., 19/20, Jafferbhoy Industrial Estate,1st floor, Makwana Road, Marol Naka, Andheri (East), Mumbai – 400 059, the Registrars and Share Transfer Agents (RTA) of the Company, quoting their Folio numbers. Members holding shares in electronic form may update such information with their respective Depository Participants.

3. Members are requested to notify the change in address, if any, to the Company quoting their Folio Numbers, Name and number of shares held by them etc.

4. Members are requested to register their e-mail addresses with the Company or depository for receiving communications including Annual Reports, Notices and Circulars etc. by the Company electronically.

5. For security reasons, no article/baggage will be allowed at the venue of the meeting.

6. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID Numbers and those who hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the Meeting.

7. The Explanatory Statement pursuant to Section 102 of the Act in respect of the business under Item No. 1 set out above are annexed hereto.

8. All documents referred to in accompanying Notice and Explanatory Statement shall be open for inspection by members and shall be available at the registered office of the Company on all working days during business hours from the date of this Notice up to the date of EGM.

9. The persons who have acquired shares and become members of the Company after the dispatch of notice and holding shares as on the cut-off date i.e., 15[th] November, 2024 then the member may obtain Login ID and other e-Voting related details from the Company.

10. Only bona fide members of the Company whose names appear on the Register of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting.

11. DECLARATION OF RESULTS ON THE RESOLUTIONS:

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VISAGAR POLYTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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The Scrutinizer shall, immediately after the completion of the scrutiny of the e-voting (votes cast during the EGM and votes cast through remote e-voting), within 2 working days from the conclusion of the EGM, submit a consolidated Scrutinizer’s report of the total votes cast in favor and against the resolution(s), invalid votes, if any, and whether the resolution(s) has/have been carried or not, to the Chairman or a person authorized by him in writing.

The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website http://vpl.visagar.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared. The Company shall simultaneously forward the proceedings to BSE Limited and National Stock Exchange Limited, where the securities of the Company are listed. Subject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the Meeting i.e., 22[nd] November 2024.

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

The remote e-voting period begins on November 19, 2024 at 09:00 A.M. and ends on November 21, 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. November 15, 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being November 15, 2024.

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

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

- Step 1: Access to NSDL e Voting system

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

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

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

Type of shareholders Login Method

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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	Individual Shareholders holding securities in demat mode with CDSL	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Votingoption where the evotingis inprogress

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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and also able to directly access the system of all e-Voting Service Providers.

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

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

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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

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

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

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

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

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

Your User ID details are given below :

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

Password details for shareholders other than Individual shareholders are given below:

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. 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. How to retrieve your ‘initial password’? 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’. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: 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. Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. Now, you will have to click on “Login” button. “ ” - After you click on the Login button, Home page of e Voting will open.

- Step 2: Cast your vote electronically 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.

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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

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

3. 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.

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

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

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

General Guidelines for shareholders

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

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

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

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to contact@visagar.com .

2. 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 contact@visagar.com.

3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer -

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

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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

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

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

5. III. 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).

6. IV. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 15[th ] November, 2024.

7. V. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 15[th ] November, 2024 , may obtain the login ID and password by sending a request at evoting@nsdl.co.inor info@adroitcorporate.com

12 VISAGAR POLYTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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• VI. Mr. Mayank Arora, Practising Company Secretary, on behalf of Mayank Arora & Co. (Peer Reviewed Firm), Mem No. F10378 and COP No.: 13609 has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

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

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

• IX. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company viz. www.visagarpolytex.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the National Stock Exchange of India Limited and BSE Limited, Mumbai.

Registered Office: By Order of the Board of Directors 907/908, Dev Plaza, Opp. For Visagar Polytex Limited Andheri Fire Station, S.V. Road, Andheri (West), Mumbai City, Mumbai, Sd/- Maharashtra, India, 400058

Tilokchand Kothari Place: Mumbai Chairman & Managing Director Date: 30/10/2024 DIN: 00413627

13 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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ROUTE MAP

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Address: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai, Maharashtra, India, 400058.

14 VISAGAR POLYTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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

SPECIAL BUSINESS

ITEM NO. 01 TO APPROVE CHANGE IN THE OBJECT CLAUSE OF THE COMPANY

The Board of Directors has proposed to amend the Memorandum of Association (MOA) of the Company by adding two new clauses to the Objects clause, which require the approval of shareholders. The proposed changes are aimed at enabling the Company to undertake certain strategic activities, such as amalgamations, mergers, demergers, and schemes of arrangement or compromise, which are increasingly relevant in today’s corporate environment.

As per the provisions of Section 13 of the Companies Act, 2013, any alteration to the Object Clause of the MOA requires the approval of shareholders by a special resolution passed at a General Meeting.

Proposed Amendments to the Object Clause

1. Sub clause 99 in clause III (B) of the Memorandum of Association of the Company:

The following clause is proposed to be added to the Objects clause:

“99. Subject to Section 230 to 234 or any other applicable provision of the Companies Act, 2013, to amalgamate, merge any other Company or Companies or entity with the Company or merge, Demerge with any other Company or Companies having all or any their objects similar to the objects of the Company or otherwise, in any manner, whether with or without the liquidation of the Company.”

Rationale:

The addition of this clause will empower the Company to pursue opportunities for amalgamations, mergers, and demergers with other companies or entities that share similar objects. Such flexibility is crucial for growth, scalability, and optimizing business synergies in the future.

2. Sub clause 100 in clause III (B) of the Memorandum of Association of the Company:

The following clause is proposed to be added to the Objects clause:

15 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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“100. - Subject to Section 230 to 234 or any other applicable provision of the Companies Act, 2013, to enter into scheme of arrangement or Compromise between the Company and its creditors or any class of them; or between the Company and its members or any class of them in any manner.”

Rationale:

This clause will allow the Company to enter into schemes of arrangement or compromises, which are mechanisms provided by the Companies Act, 2013, to resolve issues with creditors or members. It will provide a structured approach to reorganizing the Company’s affairs, thus improving its financial or operational structure when needed.

Board Recommendation

The Board of Directors believes that the amendments to the Memorandum of Association are in the best interest of the Company and its members. Therefore, the Board recommends that the members pass the resolutions set out in the accompanying notice as a Special Resolution.

Impact of the Amendments

The proposed additions to the Object Clause will enhance the strategic flexibility of the Company by enabling it to enter into corporate restructuring arrangements, such as mergers and demergers, or enter into schemes of compromise or arrangement, as permitted under the Companies Act, 2013. These changes are in line with the Company’s vision of pursuing long-term growth opportunities.

None of the Directors, Key Managerial Personnel, or their relatives are concerned or interested, financially or otherwise, in the proposed resolutions, except to the extent of their shareholding, if any.

For, Visagar Polytex Limited

Tilokchand Kothari Chairman and Managing Director DIN: 00413627 Date: 30-10-2024 Place: Mumbai

16 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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Form No. MGT-11

Proxy Form

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

CIN: L65990MH1983PLC030215

Name of the Company: Visagar Polytex Limited

Venue of the Meeting: 907/908, Dev Plaza, S. V. Road, Opp. Andheri Fire Station, Andheri (W), Mumbai, Maharashtra, 400058

Date and Time: Friday, 22[nd] November, 2024 at 11:00 A.M.

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

1. Name: _________ Address:

_____ E-mail ID: ___ Signature: ____, or failing him/her 2. Name: ____ Address: _____ E-mail ID: ___ Signature: ___, or failing him/her 3. Name: _________ Address:

---

E-mail ID: ___ Signature: _____, or failing

him/her as my/our Proxy to attend vote (for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company to be held on Friday, 22[nd] November, 2024 at 11:00 A.M, 907/908, Dev Plaza, S. V. Road, Opp. Andheri Fire Station, Andheri (W), Mumbai, Maharashtra, 400058 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No.	Resolution	Number of Shares Held	For	Against
1.	To approve Change in the Object clause of the Company

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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** This is optional. Please put a tick mark (√) in the appropriate column against the resolutions indicated in the box. If a member leaves the “For” or “Against” column blank against any or all the Resolutions, the proxy will be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write “Abstain” across the boxes against the Resolution.

Signed this …… Day of ……………………… 2024 Signature of shareholder...………………………………. Signature of Proxy holder(s) ………………………………….

Affix One Rupee Revenue Stamp

Note:

a. 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 hours before the commencement of the Meeting.

ELECTRONIC VOTING PARTICULARS

EVEN (Electronic Voting Event Number)	PASSWORD	PASSWORD	USER ID	NO. OF SHARES
The e-voting facility will be available during the following voting period:
Commencement of e-voting		November 19, 2024 at 09:00 A.M.
End of e-voting		November 21, 2024 at 05:00 P.M.

• The cut-off date for the purpose of e-voting is 15[th] November 2024.

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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VISAGAR POLYTEX LIMITED

L65990MH1983PLC030215

Regd. Office: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai City, Mumbai, Maharashtra, India, 400058 . Tel.: 022-6742815, Website: www.visagarpolytex.in E-mail Id: contact@visagar.com

ATTENDANCE SLIP

Please fill attendance slip and hand it over at the entrance of the meeting hall Joint shareholders may obtain additional Slip at the venue of the meeting

D.P. Id*		Folio No.
Client Id*		No. of Shares

NAME OF THE SHAREHOLDER / PROXYHOLDER:

I hereby record my presence at the Extra-Ordinary General Meeting of the Company held on Friday, 2 2[nd ] November 2024 at 11.00 a.m. at 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai, Maharashtra, India, 400058.

Signature of Shareholder/Proxy holder

Note:

Members are requested to bring their Attendance Slip, sign the same at the place provided and hand it over at the entrance of the venue .

.................................................................................. (Tear

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VISAGAR POLYTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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Here)……………………………………………………………….

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VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215

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MGT-12

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

POLLING PAPER

FOR EXTRA-ORDINARY GENERAL MEETING SCHEDULED ON FRIDAY, THE 22[ND] DAY OF NOVEMBER, 2024 AT 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai, Maharashtra, India, 400058 AT 11:00 A.M.

Sr. No.	Particulars	Details
1.	Name of the first named shareholder (in block letters)
2.	Postal Address
3.	Registered Folio No. /Client ID No. (Applicable to investors holding shares in dematerialized form)
4.	Class ofShareEquity

I hereby exercise my vote in respect of Ordinary/Special resolution enumerated below by recording my assent or dissent to the said resolutions in the following manner:

Sr. No.	Resolution	No. of Shares Held	For	Against
1.	To approve Change in the Object clause of the Company
Place:

Date : (Signature of the Shareholder) (Name & Signature of the Proxy)

Note: Proxy who are attending and voting in this Extra-Ordinary General Meeting on behalf of members are requested to first write their name before signing it

21 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai -400058. Tel.: (022) 67 42 4815 Email: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215