VSF Projects Limited — Proxy Solicitation & Information Statement 2023

May 9, 2023

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Date: 09.05.2023

To The Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400 001

Sub.: Notice of Postal Ballot and Calander of Events

Scrip Code: 519331

Respected Sir/Madam,

With reference to Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the postal ballot Notice of the Company and same is available on website of the Company i.e. www.vsfproject.com

Further the Postal Ballot Notice has been sent only through electronic mode to those Members who have registered their e-mail address with their Depository Participant(s) (‘DPs’) or With Aarthi Consultants Private Limited, Registrar and Share Transfer Agent of the Company (‘ACPL”) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (‘NSDL’)/Central Depository Services (India) Limited (‘CDSL’) and for reckoning the voting rights of the Members of the Company as on Friday, May 05, 2023 (‘Cut-off date’) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and applicable MCA Circulars and SEBI Circulars.

The Company has availed remote e-voting facility from Central Depository Services (India) Limited (CDSL) and below is the calendar of the events for remote e-voting:

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1. Date of completion of dispatch of notice of Tuesday, May 9 [th] , 2023.
postal ballot to the shareholders of the
Company through E-mail.
2. Publication of Newspaper Advertisement Wednesday, May 10 [th] , 2023.
for completion of dispatch of notice of
postal ballot.
3. Cut-off date to record the entitlement of the Friday, May 5 [th] , 2023.
shareholders to cast their vote
electronically.
4. Date and time of commencement of voting Thursday, May 11 [th] , 2023.
through electronic means
5. Date and time of end of voting through Friday, June 9 [th] , 2023.
electronic means
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1. Date of declaration of result by the The results of the Postal Ballot will be Chairman /Company Secretary announced by Chairman or the Company Secretary not later than 2 (Two) working days of the conclusion of the Postal Ballot.

You are requested to consider the same for your reference and record.

Thanking you, Yours faithfully,

For VSF PROJECTS LIMITED

narayana Digitally signed by narayana murthy murthy bobba Date: 2023.05.09 bobba 19:43:43 +05'30'

Bobba Narayana Murthy Managing Director DIN: 00073068

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POSTAL BALLOT NOTICE

[Pursuant to Sec�on 108 and 110 of the Companies Act, 2013 read with the Rule 20 and 22 of the Companies (Management and Administra�on) Rules, 2014 as amended and applicable circulars issued by the Ministry of Corporate Affairs, from �me to �me]

E-VOTING STARTS ON	E-VOTING ENDS ON
Thursday,11th May,2023 at 09:00 Hours(IST)	Friday,9th June,2023 at 17:00 Hours(IST)

Dear Member(s),

No�ce is hereby given, pursuant to the provisions of Sec�on 108 and 110 of the Companies Act, 2013 (“Act”) read with Rule 20 and 22 of Companies (Management and Administra�on) Rules, 2014 as amended (the “Rules”) including any statutory modifica�on or re-enactment thereof for the �me being in force, Regula�on 44 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”), Secretarial Standard- 2 on General Mee�ngs (“SS-2”) and any other applicable laws and regula�ons, if any, for seeking approval of the Members of VSF Projects Limited (the “Company”) on the below appended resolu�ons by means of Postal Ballot to vote through Electronic Vo�ng (E-vo�ng).

An Explanatory Statement pursuant to Sec�on 102 of the Act and other applicable provisions, pertaining to the below appended resolu�on se�ng out the material facts and the reasons thereof, is annexed herewith for your considera�on.

Securi�es Exchange Board of India (‘SEBI’) this Postal Ballot No�ce is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/RTA. If your e-mail address is not registered with the Company / Depositories / RTA, please follow the process provided in the notes to receive this Postal Ballot No�ce. The communica�on of the assent or dissent of the Members would only take place through the E-vo�ng system.

In compliance with the provisions of Sec�ons 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Rules, as amended; (ii) Regula�on 44 of the SEBI Lis�ng Regula�ons and (iii) MCA Circulars, the Company has provided E-vo�ng facility, to its Members to enable them to cast their votes electronically. For this purpose, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) as the agency to provide E-vo�ng facility. The instruc�ons for E-vo�ng are appended to this Postal Ballot No�ce.

Members are requested to carefully read the instruc�ons in this Postal Ballot No�ce and record their assent (FOR) or dissent (AGAINST) through the E-vo�ng process, not later than 17:00 hours IST on Friday, 9[th] June, 2023. E-vo�ng facility will be disabled by CDSL immediately therea�er and the Members will not be allowed to cast their votes beyond the said date and �me.

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The Board of Directors of the Company, at its Mee�ng held on 26[th] April, 2023 appointed Mr. Mohit Gurjar, Partner of M/s. P. S. Rao & Associates, Prac�cing Company Secretaries, (Membership No. 20577 & Cer�ficate of Prac�ce No. 18644), as the Scru�nizer for conduc�ng the Postal Ballot (through remote E- vo�ng) process in fair and transparent manner in accordance with the provisions of Companies Act, 2013 and Rule 22 of the Companies (Management and Administra�on) Rules, 2014.

The Scru�nizer will submit the report to the Chairman of the Company or the Company Secretary of the Company or any other person authorized by him, upon comple�on of the scru�ny of the Postal Ballot (through remote E-vo�ng). The results of the Postal Ballot will be announced by Chairman or the Company Secretary not later than 2 (Two) working days of the conclusion of the Postal Ballot at the Registered Office of the Company. The results of the Postal Ballot shall be posted on the Company’s website viz. www.vsfproject.com and on CDSL website viz. www.evo�ngindia.com besides communica�ng to the BSE Limited the Stock Exchange, where the Shares of the Company are listed. The proposed resolu�ons, if approved by requisite majority, shall be deemed to have been passed on the last date of E-vo�ng, i.e., Friday, 9[th] June, 2023.

SPECIAL BUSINESSES:

ITEM NO. 1: To approve increase in the Authorized Share Capital and consequen�al altera�on of the Capital Clause of the Memorandum of Associa�on of the Company.

Resolu�on:

“RESOLVED THAT pursuant to Sec�on 61(1)(a), Sec�on 13 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the Authorized Share Capital of the Company be and is hereby increased from Rs. 10,00,00,000 /- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) equity shares of Rs.10/- (Rupees Ten Only) each to Rs.17,00,00,000/- (Rupees Seventeen Crores Only) divided into 1,70,00,000 (One Crore, Seventy Lakh) equity shares of Rs.10/- (Rupees Ten Only) each by crea�on of addi�onal 70,00,000 (Seventy Lakhs) equity shares of Rs.10/- (Rupees Ten Only) each in the Authorized Share Capital of the Company.”

“ RESOLVED FURTHER THAT pursuant to Sec�on 64(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the exis�ng Clause V of the Memorandum of Associa�on of the Company be altered to read as under:

V. The Authorized Share Capital of the Company is Rs.17,00,00,000/- (Rupees Seventeen Crores Only) divided into 1,70,00,000 (One Crore, Seventy Lakh) equity shares of Rs.10/- (Rupees Ten Only).”

“RESOLVED FURTHER THAT Mr. Bobba Narayana Murthy, Managing Director of the company, Mr. Lakshminarasimha Bobba Chowdary, Whole-�me Director & Chief Financial Officer, Mr. Soumith Kumar Sikinderpurkar Company Secretary of the company be and are hereby severally authorized to in�mate the Registrar of Companies, Andhra Pradesh about such increase in the Authorized Share Capital of the Company and to do all such acts, deeds, ma�ers and things to give effect to the aforemen�oned Resolu�on, including to enable the Company and the Registrar to make necessary changes in the Capital Clause of the Memorandum of Associa�on of the Company as specified in the above Resolu�on.”

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ITEM NO:2 To consider and approve appointment of Mr. Veera Brahma Rao Arekapudi as Whole �me Director

Resolu�on(s):

“ RESOLVED THAT pursuant to the provisions of Sec�ons 152, 161, 196, 197 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifica�on(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013 and pursuant to Ar�cle 33 of the Ar�cles of Associa�on of the Company, the consent of the Company be and is hereby accorded for Appointment of Mr. Veera Brahma Rao Arekapudi (DIN: 07540040 ) as Whole-�me Director of the Company for a period of three years commencing from 22nd December, 2022, for a period of 3 years, at a remunera�on of Rs. 1,50,000 (Rupees One Lakh Fi�y Thousand) Per month and as per the terms and condi�ons as recommended by the nomina�on and remunera�on commi�ee and as set out in the explanatory statement annexed to the no�ce, whose term of appointment is liable for re�rement by rota�on”.

By The Order of the Board of Directors

Sd/-

Place: Hyderabad Bobba Narayana Murthy Date: 09.05.2023 Chairman & Managing Director (DIN: 00073068)

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Notes:

1. The Explanatory Statement, pursuant to Sec�on 102 of the Companies Act, 2013 read together with Rule 22 of the Companies (Management and Administra�on) Rules, 2014, in respect of the proposed Ordinary & Special Resolu�ons se�ng out all the material facts and reasons are enclosed herewith and forms part of this No�ce.

2. In terms of Sec�on 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Administra�on) Rules, 2014 and Lis�ng Regula�ons, the businesses as set out in the No�ce above is sought to be passed by Postal Ballot. Accordingly, your approval is sought for the resolu�ons contained in this No�ce through E-vo�ng.

3. The Postal Ballot No�ce is being sent only through electronic mode to those Members who have registered their e-mail address with their Depository Par�cipant(s) (‘DPs’) or with Aarthi Consultants Pvt. Ltd, Registrar and Share Transfer Agent of the Company (‘ACPL’) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. Na�onal Securi�es Depository Limited (‘NSDL’)/Central Depository Services (India) Limited (‘CDSL’) as on Friday, May 05, 2023 (‘Cut-off date’) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the applicable MCA Circulars and SEBI Circulars, physical copy of the No�ce along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communica�on of the assent or dissent of the Members would take place through the process of E-vo�ng only.

(“Cut-off date”). Member(s) holding Equity Shares as on Cut-off date may cast their vote through E-vo�ng only and a person who is not a Member as on the Cut-off date shall treat this No�ce for informa�on purpose only. The E-vo�ng period starts on Thursday, May 11[th] , 2023 at 9:00 Hours IST and ends on Friday, June 9[th] , 2023 at 17:00 Hours IST.

1. The Board of Directors of the Company, at its Mee�ng held on Wednesday, April 26[th] , 2023 appointed Mr. Mohit Gurjar, Partner of M/s. P.S.Rao & Associates, Prac�cing Company Secretaries, (Membership No. 20557 & Cer�ficate of Prac�ce No. 18644) Hyderabad, as the Scru�nizer for conduc�ng the Postal Ballot (remote E-vo�ng) process in fair and transparent manner in accordance with the provisions of Companies Act, 2013 and Rule 22 of the Companies (Management and Administra�on) Rules, 2014.

6.The No�ce of Postal Ballot is also placed on the website of the Company i.e. www.vsfproject.com and the website of CDSL i.e. www.evo�ngindia.com and at the relevant sec�ons of the website of the Stock Exchanges on which the Shares of the Company are listed i.e. BSE Limited (www.bseindia.com).

1. Resolu�ons passed by the Members through Postal Ballot are deemed to have been passed on the last day of e-vo�ng i.e. on Friday, June 09[th] , 2023 as if the same has been passed at a General Mee�ng of the Members.

2. The decision of the Scru�nizer on the validity of the votes cast through E-vo�ng in this regard shall be final and binding.

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1. All relevant documents referred in the Explanatory Statement shall be open for inspec�on at the Registered Office of the Company on all working days between 11:00 Hours IST to 17:00 Hours IST except Saturdays, Sundays and public holidays upto the last date of vo�ng under Postal Ballot i.e. Friday, June 9[th] , 2023.

2. Procedure for registering the e-mail addresses for obtaining the No�ce of Postal Ballot and E-vo�ng instruc�ons by the Members whose e-mail addresses are not registered with the DPs (in case of Members holding shares in demat form) or with Aarthi Consultants Pvt. Ltd (in case of Members holding shares in physical form) is provided hereunder.

3. Pursuant to Sec�on 101 of the Companies Act, 2013 read with relevant Rule made there under, Companies can serve No�ce and other communica�ons through electronic mode to those Members who have registered their e-mail addresses either with the Company or with the Depository Par�cipant(s). Members holding shares in physical form and have not registered their e-mail address can now register the same by clicking the link: www.aarthiconsultants.com under Investor Services > E-mail/Bank detail Registra�on - fill in the details, upload the required documents and submit. Members holding shares in demat form are requested to register their, e-mail addresses with their Depository Par�cipant(s) only. Members of the Company who have registered their e-mail addresses are also en�tled to receive such communica�on in physical form, upon request.

4. Any queries/grievances pertaining to the E-vo�ng process, you can write an email to helpdesk.evo�ng@cdslindia.com or contact at toll free no. 1800-225-533.

13. Instruc�ons for cas�ng votes by electronic means are men�oned hereunder:

The e-vo�ng period begins on Thursday, May 11, 2023 at 9:00 Hours IST and ends on Friday, June 09, 2023 at 17:00 Hours IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, May 05, 2023 may cast their vote electronically. The e-vo�ng module shall be disabled by CDSL for vo�ng therea�er.

Access through Depositories CDSL/NSDL e-Vo�ng system in case of individual shareholders holding shares in demat mode.

• I. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and Email-Id in their demat accounts in order to access e-Vo�ng facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Vo�ng for Individual shareholders holding securi�es in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding	Users who have opted for CDSL Easi / Easiest facility, can login through their exis�ng user id and password. Op�on will be made available to reach e-Vo�ng page without anyfurther authen�ca�on.

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securi�es in Demat mode with CDSL Depository.		The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. A�er successful login the Easi / Easiest user will be able to see the e- Vo�ng op�on for eligible companies where the e-vo�ng is in progress as per the informa�on provided by company. On clicking the evo�ng op�on, the user will be able to see e-Vo�ng page of the e-Vo�ng service provider for cas�ng your vote during the e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. Addi�onally, there is also links provided to access the system of all e- Vo�ng Service Providers, so that the user can visit the e-Vo�ng service providers’ website directly. If the user is not registered for Easi/Easiest, op�on to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registra�on op�on. Alterna�vely, the user can directly access e-Vo�ng page by providing Demat Account Number and PAN No. from a e-Vo�ng link available on www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. A�er successful authen�ca�on, user will be able to see the e- Vo�ng op�on where the evo�ng is in progress and also able to directly access the system of all e-Vo�ngService Providers.
Individual Shareholders holding securi�es in demat mode with NSDL Depository		If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: h�ps://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ sec�on. A new screen will open. You will have to enter your User ID and Password. A�er successful authen�ca�on, you will be able to see e- Vo�ng services. Click on “Access to e- Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e- Vo�ng service provider name and you will be re-directed to e-Vo�ng service provider website for cas�ng your vote during the e-Vo�ng period. If the user is not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. 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 Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to

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NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider name and you will be redirected to e-Vo�ng service provider website for cas�ng your vote during the e-Vo�ng period.

Individual Shareholders (holding securi�es in demat mode) login through their Depository Par�cipants (DP)

You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e- Vo�ng facility. A�er Successful login, you will be able to see e-Vo�ng op�on. Once you click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e- Vo�ng feature. Click on company name or e-Vo�ng service provider name and you will be redirected to e-Vo�ng service provider website for cas�ng your vote duringthe e-Vo�ng period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at above men�oned website.

Helpdesk for Individual Shareholders holding securi�es in Demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type	Helpdesk
Individual Shareholders holding securi�es in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evo�ng@cdslindia.com or contact at toll free no. 1800-225-533.
Individual Shareholders holding securi�es in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 224-430.

Access through CDSL e-Vo�ng system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• II. Login method for e-Vo�ng for Physical shareholders and shareholders other than individual holding in Demat form..

• The shareholders should log on to the e-vo�ng website www.evo�ngindia.com.

• Click on “Shareholders” module.

• Now enter your User ID.

• a.

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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2. If you are holding shares in demat form and had logged on to www.evo�ngindia.com and voted on an earlier e-vo�ng of any company, then your exis�ng password is to be used.

	For Physical shareholders and other than individual shareholders holdingshares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Par�cipant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld.

• III. A�er entering these details appropriately, click on “SUBMIT” tab.

• IV. Shareholders holding shares in physical form will then directly reach the Company selec�on screen. However, shareholders holding shares in demat form will now reach ‘Password Crea�on’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vo�ng for resolu�ons of any other company on which they are eligible to vote, provided that company opts for e-vo�ng through CDSL pla�orm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password

• V. For shareholders holding shares in physical form, the details can be used only for e-vo�ng on the resolu�ons contained in this No�ce.

• VI. Click on the EVSN for the Deep Industries Limited on which you choose to vote.

• VII. On the vo�ng page, you will see “RESOLUTION DESCRIPTION” and against the same the op�on “YES/NO” for vo�ng. Select the op�on YES or NO as desired. The op�on YES implies that you assent to the Resolu�on and op�on NO implies that you dissent to the Resolu�on.

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• VIII. Click on the “RESOLUTIONS FILE LINK” if you wish to view the en�re Resolu�on details.

• IX. box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• X. Once you “CONFIRM” your vote on the resolu�on, you will not be allowed to modify your vote.

• XI. You can also take a print of the votes cast by clicking on “Click here to print” op�on on the Vo�ng page.

• XII. If a demat account holder has forgo�en the login password then Enter the User ID and the image verifica�on code and click on Forgot Password & enter the details as prompted by the system.

• XIII. There is also an op�onal provision to upload BR/POA if any uploaded, which will be made

• XIV. Addi�onal Facility for Non – Individual Shareholders and Custodians –For Vo�ng only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evo�ngindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registra�on Form bearing the stamp and sign of the en�ty should be emailed to helpdesk.evo�ng@cdslindia.com.

• A�er receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automa�cally & can be de-link in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolu�on and Power of A�orney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scru�nizer to verify the same.

• Alterna�vely Non Individual shareholders are required mandatory to send the relevant Board Resolu�on/ Authority le�er etc. together with a�ested specimen signature of the duly authorized signatory who are authorized to vote, to the Scru�nizer at the email address ravi@ravics.com and to the Company at the email address cs@deepindustries.com if they have voted from individual tab & not uploaded same in the CDSL e-vo�ng system for the scru�nizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to Company/RTA email id.

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1. For Demat shareholders - Please update your email id & mobile no. with your respec�ve Depository Par�cipant (DP).

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respec�ve Depository Par�cipant (DP) which is mandatory while e-Vo�ng & joining virtual mee�ngs through Depository.

If you have any queries or issues regarding e-Vo�ng from the CDSL e-Vo�ng System, you can write an email to helpdesk.evo�ng@cdslindia.com or contact at toll free no. 1800-225-533.

All grievances connected with the facility for vo�ng by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to helpdesk.evo�ng@cdslindia.com or call at toll free no. 1800-225-533.

GENERAL INFORMATION:

1. The Scru�nizer shall a�er the conclusion of Postal Ballot process, will unblock the votes cast through E- vo�ng in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 2 (Two) working days of the conclusion of the Postal Ballot, a Scru�nizer’s Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in wri�ng, who shall countersign the same and declare the result of the vo�ng forthwith. The Results declared along with the report of the Scru�nizer shall be placed on the website of the Company www.vsfproject.com and also on the website of CDSL i.e. www.evo�ngindia.com immediately a�er the declara�on of result by the Chairman or the Company Secretary or any other person authorized by him in wri�ng. The results shall also be immediately forwarded to the Stock Exchange i.e. BSE Limited.

PROCEDURE FOR INSPECTION OF DOCUMENTS :

1. Members who wish to inspect the documents, as men�oned in the No�ce of the Postal Ballot or as required under the law, may write to the Company at csvsfprojectsltd@gmail.com and the Company shall endeavor to provide inspec�on of documents by such Member. All the documents referred to in the accompanying No�ce and Explanatory Statements, shall be available for inspec�on through electronic mode, basis the request being sent on csvsfprojectsltd@gmail.com.

OTHER INFORMATION

1. Securi�es and Exchange Board of India (“SEBI”) has mandated that securi�es of Listed Companies can be transferred only in dematerialized form w.e.f. April 1, 2019. Accordingly, the Company/Link In�me has stopped accep�ng any fresh lodgement of transfer of Shares in physical form. Members holding Shares in physical form are advised to avail of the facility of dematerializa�on.

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17. Members are requested:

• i. In�mate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their address.

• ii. Members holding Shares in Demat form are hereby informed that bank par�culars registered with their respec�ve Depository Par�cipants, with whom they maintain their Demat accounts, will be used by the Company for the payment of dividend, if any. The Company or its Registrar cannot act on any request received directly from the Members holding Shares in Demat form for any change of bank par�culars. Such changes are to be in�mated only to the Depository Par�cipants of the Members. Members holding Shares in Demat form are requested to in�mate any change in their address and / or bank mandate immediately to their Depository Par�cipants and not to the Company’s RTA.

• iii. Quote Registered Folio no. or DP ID/Client ID no. in all their correspondence to the Company or approach the R&TA of the Company for consolida�on of folios. Avail Nomina�on facility by filing in form SH-13 in accordance with Sec�on 72 of the Companies Act, 2013 and forward the same to the R&TA, if not done. (Applicable for those holding Shares in physical form). Send all Share transmission/ name dele�on lodgements (physical mode)/ correspondence to the R&TA of the Company, Link In�me India Private Limited.

• iv. The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant in securi�es market. Members holding Shares in electronic form are, therefore, requested to submit the PAN to their Depository Par�cipants with whom they are maintaining their Demat accounts. Members holding Shares in physical form can submit their PAN details to the Company or the Company’s RTA.

By The Order of the Board of Directors

Sd/-

Place: Hyderabad Bobba Narayana Murthy Date: 09.05.2023 Chairman & Managing Director (DIN: 00073068)

Page 11 of 15

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 1

In view of the proposed project of se�ng up Mul�-Product Free Trade Warehousing Zone, it is proposed to raise Equity capital of the company, which requires a commensurate increase in the Authorized Capital. Accordingly, it is proposed to increase the Authorized capital of the company from Rs. 10,00,00,000/- to Rs.17,00,00,000/-. As per the provisions of Sec�on 13 of the Companies Act, 2013, any increase in Authorized Capital of the Company requires prior approval of the Shareholders. Hence, the proposed resolu�on is recommended for considera�on and approval of the Members of the Company by way of ordinary resolu�on.

Copy of the exis�ng Memorandum of Associa�on of the Company and copy of Memorandum of Associa�on, indica�ng the proposed amendments, being referred in the resolu�on would be available for inspec�on by the Members free of cost, in physical or electronic form during business hours ie, 09.00 a.m. to 05.00 p.m. at the Registered Office and Corporate Office of the Company, up to and including the last date of Annual General Mee�ng.

None of the Directors or Key Managerial Personnel or other rela�ves are, in any way, concerned or interested, financially or otherwise in the said Resolu�on .

Item No. 2

The Board of Directors in their Mee�ng held on 22[nd] December, 2022 has appointed Mr. Veera Brahma Rao Arekapudi as Whole-Time Director of the Company for a period of three years from 22[nd] December, 2022 to 21[st] December, 2025, whose term of appointment is liable to re�rement by rota�on. As per the provisions of Sec�on 196 (4) of Companies Act, 2013, any appointment of whole-�me Director/ Managing Director/Manager shall be approved in the next general mee�ng or AGM whichever is earlier.

Hence the resolu�on is recommended for approval of members by way of special resolu�on.

Excep�ng for Mr. Veera Brahma Rao Arekapudi, Whole-Time Director of the Company of the Company, none of the other directors, KMPs or their rela�ves are concerned or interested, financially or otherwise in this resolu�on set out in at item no. 2.

Mr. Veera Brahma Rao Arekapudi, holds Master’s Degree in Commerce from Andhra University, Andhra Pradesh & Financial Management from Univeristy of Mumbai. He also holds Post Graduate Diploma in “Marke�ng Management from Davars College, Mumbai”, “Securi�es Law from Government Law College, Mumbai” & “Alternate Dispute Resolu�on –(ADR) from NALSAR, Hyderabad”. He served as Member (Technical) of Na�onal Company Law Tribunal and in the past was a banking professional with 38+ years in India and Abroad. He is also a qualified Insolvency Professional registered with Insolvency and Bankruptcy Board of India.

Page 12 of 15

Informa�on pursuant to Sec�on II of Part II of Schedule V of Companies Act, 2013 for appointment of Mr. Arekapudi Veera Brahma Rao as Whole �me Director.

I. General Informa�on	I. General Informa�on
a) Nature of Industry		The company’s business ac�vi�es primarily consist of infrastructure, civil and engineering works. Company has obtained Consent For Establishment (CFE) from Andhra Pradesh Pollu�on Control Board (APPCB) for establishment of Mul� Product Free Trade Warehousing Zone at Ankulapaturu Village, Chillakur Mandal, Tirupa� District, Andhra Pradesh in the area admeasuring 53.81. Ha (132.96 Acres) in Chennai-Bengaluru Industrial Corridor(CBIC)at Krishnapatnam Node
b) Date or Expected date of commencement of commercial produc�on		Company has obtained Consent For Establishment (CFE) from Andhra Pradesh Pollu�on Control Board (APPCB) for establishment of Mul� Product Free Trade Warehousing Zone for construc�on of frst phase of Mul�- Product Free Trade Warehousing Zone (FTWZ/SEZ), which is expected to be completed by 30th August,2024
c) In case of new companies, expected date of commencement of ac�vi�es as per project approved by fnancial ins�tu�ons appearingin theprospectus.		Not Applicable
d.Financial performance based ongivenindicators			Rs. In Lakhs		2021-22 - 2.69 4.76
		Par�culars	2019-20	2020-21	2021-22
		Revenue from Opera�ons	-	-	-
		Proft before tax	-100.03	-729.57	2.69
		Net Proft a�er Tax	-93.02	-727.11	4.76
e) Foreign investments or collabora�ons, if any		Not Applicable
I. Informa�on about the appointee
a) Background details	Mr. Veera Brahma Rao Arekapudi, holds Master’s Degree in Commerce from Andhra University, Andhra Pradesh & Financial Management from Univeristy of Mumbai. He also holds Post Graduate Diploma in “Marke�ng Management from Davars College, Mumbai”, “Securi�es Law from Government Law College, Mumbai” & “Alternate Dispute Resolu�on –(ADR) from NALSAR, Hyderabad”. He served as Member (Technical) of Na�onal Company Law Tribunal and in the past was a banking professional with 38+years in India and Abroad.

Page 13 of 15

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He is also a qualified Insolvency Professional registered
with Insolvency and Bankruptcy Board of India.
b) Past remunera�on Rs.1,50,000 per month
c) Recogni�on and award Not Applicable
d) Job profile and his suitability He will exercise the management control over the whole
of the affairs of the Company and his experience in the
judicial, banking, financial and other challenging area
would add value to the company.
e) Remunera�on proposed As detailed in the resolu�on
f) Compara�ve remunera�on profile The proposed remunera�on to the appointee is in line
with respect to industry, size of the with the remunera�on comparable to the size of the
Company, Profile of the posi�on and Company and also that of the industry and of the
person (in case of expatriates the relevant posi�on and person.
details would be w.r.t. the country of his
origin)
g) Pecuniary rela�onship directly or Does not have any pecuniary rela�onship with the
indirectly with the Company, or rela�onship Company except remunera�on drawn as Whole-�me
with the managerial personnel, if any Director
II. Other Information
a) Reason for loss or inadequate profits Reduc�on in revenue is primarily due to the slowdown in
the industry and COVID Pandemic and market condi�ons
in which the company was opera�ng
b) Steps taken or proposed to be taken for Company was ac�vely working for taking up new projects
improvement and accordingly company has made necessary efforts for
revival and has obtained Consent for Establishment (CFE)
from Andhra Pradesh Pollu�on Control Board (APPCB)
for se�ng up Free Trade Ware Housing Zone at
Ankulapaturu Village, Chillakur Mandal, Tirupa� District,
Andhra Pradesh in the area admeasuring 53.81. Ha
(132.96 Acres) in Chennai-Bengaluru Industrial Corridor
(CBIC) at Krishnapatnam Node
c)Expected increase in produc�vity and Actual revenues and commencement of new project may
profits in measurable terms take some �me, thus it is difficult in the present scenario
to predict profits in measurable terms.
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ADDITIONAL INFORMATION

Informa�on pursuant to 1.2.5 of the Secretarial Standard on General Mee�ngs (SS- 2) regarding Director seeking appointment / re-appointment

(Pursuant to Regula�on 36(3) of SEBI (Lis�ng Obliga�on and Disclosure requirements) Regula�on, 2015)

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Name of the Director Veera Brahma Rao Arekapudi
DIN No. 07540040
Date of Birth 20 [th] October, 1957.
Na�onality Indian
Date of Appointment on the Board 22 [nd] December, 2022.
Qualifica�on, Experience & Exper�se He holds Master’s Degree in Commerce from Andhra
University, Andhra Pradesh & Financial Management
from Univeristy of Mumbai.
He also holds Post Graduate Diploma in “Marke�ng
Management from Davars College, Mumbai”,
“Securi�es Law from Government Law College,
Mumbai” & “Alternate Dispute Resolu�on –(ADR) from
NALSAR, Hyderabad”.
He served as Member (Technical) of Na�onal Company
Law Tribunal and in the past was a banking professional
with 38+ years in India and Abroad. He is also a
qualified Insolvency Professional registered with
Insolvency and Bankruptcy Board of India.
Directorship in other public companies 1
(Excluding foreign companies and sec�on 25
Companies)
Shareholding NIL
Disclosures of rela�onships between Not Applicable
Directors
Terms and Condi�ons of Appointment with The tenure of the appointment for the posi�on of
details of Remunera�on whole-�me Director will be for a period of 3 years w.e.f
22 [nd] December 2022
Last drawn Remunera�on, if any 1,50,000
No. of board mee�ngs a�ended during the NIL
year
Membership/Chairmanships of Commi�ees Nil
in other Companies
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By The Order of the Board of Directors

Sd/Place: Hyderabad Bobba Narayana Murthy Date: 09.05.2023 Chairman & Managing Director (DIN: 00073068)

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