7NR Retail Ltd — Others, 27-05-2025: AGM/EGM

7NR RETAIL LIMITED

(CIN: L52320GJ2012PLC073076)

Reg.Off.: Godown No-1, 234/1+234/2, FP-69/3, Sadashiv Kanto, B/h Bajaj Process, Narol Chokdi,

Narol Ahmedabad GJ 382405

Email Id.: info@7nrretailltd.in, Contact no.: +91 6357214201

Date: 27th May, 2025

To,

BSE Limited

Phiroze Jeejeebhoy Tower,

Dalal Street,

Mumbai – 400 001.

Dear Sir/ Ma’am,

Sub: Notice of Extra‐Ordinary General Meeting (“EGM”) of the Company

Ref: Security Id: 7NR / Code: 540615

We hereby inform you that the Board of Directors of the Company has decided to call Extra-Ordinary General

Meeting (“EGM”) of the Company to be held on Friday, 20th June, 2025 at 03:00 P.M. through Video Conferencing

(“VC”)/ Other Audio-Visual Means (“OAVM”).

Notice of Extra-Ordinary General Meeting of the Company is enclosed herewith.

The Company is providing remote E-voting facility to all the shareholders of the Company. The Company has set

Friday, 13th June, 2025 as the “Cut-off Date” for taking record of the shareholders of the Company who will be

eligible for casting their vote on the resolution to be passed in Extra-Ordinary General Meeting for remote E-

voting. The remote e-voting period begins on Tuesday, 17th June, 2025 at 9:00 A.M. and ends on Thursday, 19th

June, 2025 at 5:00 P.M.

Kindly take the same on your record and oblige us.

Thanking You.

For, 7NR Retail Limited

Chetan Kumar Ojha

Managing Director

DIN: 09706197

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NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF THE COMPANY:

NOTICE is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the Shareholders of “7NR

Retail Limited” (“Company”) will be held on Friday, 20th June, 2025 at 03:00 P.M. (IST) through Video

Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following Special Businesses:

SPECIAL BUSINESSES:

1. Increase in Authorised Share Capital and Alteration of the Capital clause in Memorandum of

Association of the Company:

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary

Resolution:

“RESOLVED THAT, pursuant to the provisions of Section 13, 61 read with Section 64, Rule 15 of the

Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the

Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time

being in force) and the rules framed thereunder, consent of the members be and is hereby accorded to

increase the Authorised Share Capital of the Company from the existing Rs. 28,00,68,000/- (Rupees

Twenty-Eight Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two Crores Eighty Lakhs Six

Thousand Eight Hundred) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs. 56,05,00,000/-

(Rupees Fifty-Six Crores Five Lakhs Only) divided into 5,60,50,000 (Five Crore Sixty Lakhs Fifty Thousand)

Equity Shares of Rs. 10.00/- (Rupees Ten Only) each ranking pari passu in all respect with the Existing

Equity Shares of the Company.”

“RESOLVED FURTHER THAT, the Memorandum of Association of the Company be altered in the following

manner i.e. existing Clause V of the Memorandum of Association be deleted and the same be substituted

with the following new clause as Clause V:

V. The Authorised Share Capital of the Company is Rs. 56,05,00,000/- (Rupees Fifty-Six Crores Five

Lakhs Only) divided into 5,60,50,000 (Five Crores Sixty Lakhs Fifty Thousand) Equity Shares of Rs.

10.00/- (Rupees Ten Only) each.”

“RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of the Directors

of the Company (hereinafter referred to as “Board” which term shall include a Committee thereof

authorised for the purpose) be and is hereby authorised to take all such necessary steps and actions and

give such directions as may be in its absolute discretion deemed necessary and to settle any question that

may arise in this regard, without being required to seek any further consent or approval of the shareholders

or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by

the authority of this resolution.”

2. Appointment of Statutory Auditors of the Company:

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary

Resolution:

“RESOLVED THAT, pursuant to provisions of Section 139(8) and other applicable provisions of the

Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014 including any

statutory enactment(s) or modification(s) thereof, on the recommendation of Audit Committee and Board

of Directors, the consent of the members of the Company be and is hereby accorded to appoint M/s. S S R

V & Associates., Chartered Accountants, Mumbai (FRN: 135901W) as Statutory Auditor of the Company for

the Financial Year 2025-26 to fill up the Casual vacancy caused by the resignation of M/s. Aniket Goyal &

Associates., Chartered Accountants, Ahmedabad, (FRN: 022331C) at a remuneration to be decided by any

of the Director of the Company in consultation with the Auditors plus reimbursement of travelling and out

of pocket expenses incurred by them for the purpose of audit.”

“RESOLVED FURTHER THAT, M/s. S S R V & Associates, Chartered Accountants, Mumbai (FRN: 135901W)

statutory auditors shall hold office till the conclusion of ensuring Annual General Meeting of the Company.

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“RESOLVED FURTHER THAT, any Director or the Company Secretary of the Company be and is hereby

authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution

including filing necessary e-forms with the Registrar of Companies.”

Registered Office:

Godown No-1, 234/1234/2, FP-69/3,

Sadashiv Kanto, B/h Bajaj Process, Narol Chokdi,

Narol, Ahmedabad, Gujarat, India – 382 405

Date: 26th May, 2025

Place: Ahmedabad

By order of the Board

For, 7NR Retail Limited

Sd/-

Chetan Kumar Ojha

Managing Director

DIN: 09706197

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NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”)

read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules,

2014 (“Rules”), each as amended, setting out the material facts relating to the aforesaid Resolutions and

the reasons thereof is annexed hereto and forms part of this Notice.

2. The Extra-Ordinary General Meeting (“EGM”) will be held on Friday, 20th June, 2025 at 03:00 P.M.

(IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), in compliance with the

applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs’ (“MCA”)

General Circular no. 14/2020 dated 8th April, 2020, MCA General Circular no. 17/2020 dated 13th April,

2020, MCA General Circular No. 20/2020 dated 5th May, 2020, MCA General Circular No. 22/2020 dated

15th June, 2020, MCA General Circular No. 02/2021 dated 13th January, 2021 and Circular No. 02/2022

dated 5th May, 2022 and SEBI Circulars dated 12th May, 2021 and 15th January, 2021, Circular No.

02/2022 dated 5th May, 2022 and 10/2022 dated 28th December, 2022 and in compliance with the

provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The deemed venue for this EGM shall be the Registered Office of

the Company.

3. All documents referred to in the accompanying Notice shall be open for inspection by the Members by

writing an e-mail to the Company at cs@7nrretailltd.in.

4. The Company is sending this Notice to those Members, whose names appear in the Register of

Members/ List of Beneficial Owners as received from the Depositories and the Company’s Registrars

and Transfer Agent (“RTA”) as on Friday, 23rd May, 2025 (“Cut-Off Date”). The voting rights of the

Members shall be in proportion to their share of the paid-up equity share capital of the Company as on

the Cut-Off Date i.e., Friday, 13th June, 2025.

5. Members whose e-mail addresses are registered with the Company/ RTA/ Depositories will receive the

notice of Extra-Ordinary General Meeting (“EGM”) in electronic form.

6. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners

as on the Cut-Off Date shall be eligible to cast their votes by remote e-voting. A person who is not a

Member on the Cut-Off Date should treat this Notice for information purposes only.

7. Since this EGM is being held through VC/OAVM pursuant to MCA Circulars, physical attendance of the

Members has been dispensed with. Accordingly, the facility for appointment of proxies by the

Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route

Map are not annexed to this Notice. Members have to attend and participate in the ensuing EGM

though VC/OAVM. However, the Body Corporates are entitled to appoint Authorised representatives to

attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

8. Members of the Company under the category of “Institutional Investors” are encouraged to attend and

vote at the EGM through VC/OAVM. Body Corporates whose Authorised Representatives are intending

to attend the Meeting through VC/OAVM are requested to Email at cs@7nrretailltd.in and/ or at

evoting@nsdl.co.in, a certified copy of the Board Resolution/ authorization letter authorizing their

representative to attend and vote on their behalf at EGM through E-voting.

9. The Members can join the Extra-Ordinary General Meeting (“EGM”) in 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 Extra-Ordinary General Meeting through

VC/OAVM will be made available for 1000 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 Extra-Ordinary General Meeting without restriction on account of first come first served

basis.

10. The attendance of the Members attending the Extra-Ordinary General Meeting through VC/OAVM will

be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

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11. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars

issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the

Company is providing facility of remote E-voting to its Members in respect of the business to be

transacted at the Extra-Ordinary General Meeting. For this purpose, the Company has entered into an

agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through

electronic means, as the authorized agency. The facility of casting votes by a member using remote E-

voting system as well as venue voting on the date of the Extra-Ordinary General Meeting will be

provided by NSDL.

12. In line with the Ministry of Corporate Affairs (“MCA”) Circular No. 17/2020 dated April 13, 2020, the

Notice calling the Extra-Ordinary General Meeting has been uploaded on the website of the Company at

http://www.7nrretailltd.in. The Notice can also be accessed from the website of the Stock Exchange i.e.

BSE Limited (“BSE”) at www.bseindia.com 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.

13. Extra-Ordinary General Meeting has been convened through VC/OAVM in compliance with applicable

provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and

MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and

MCA Circular No. 2/2021 dated January 13, 2021.

14. The Board of Directors has appointed Mr. Gaurav Bachani (Membership No: 61110, COP No: 22830),

Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as the Scrutinizer to

scrutinize the remote voting and e-voting process in fair and transparent manner.

15. The Scrutinizer will submit his consolidated report to the Chairperson, or any other person authorised

by him, after completion of scrutiny of the votes cast, and the result of the voting will be announced by

the Chairperson or any other person authorized by him. The Scrutinizer’s decision on the validity of

votes cast will be final.

16. The Results declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchange,

where the equity shares of the Company are listed on BSE and be made available on its website viz.

www.bseindia.com.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE

AS UNDER: -

The remote e-voting period begins on Tuesday, 17th June, 2025, at 9:00 A.M. and ends on Thursday,

19th June, 2025 at 5:00 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. Friday, 13th June, 2025, may cast their vote electronically. The

voting right of shareholders shall be in proportion to their share in the paid-up equity share capital

of the Company as on the cut-off date, being Friday, 13th June, 2025.

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding

securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,

Individual shareholders holding securities in demat mode are allowed to vote through their demat account

maintained with Depositories and Depository Participants. Shareholders are advised to update their

mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

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Type of shareholders Login Method

Individual Shareholders

holding securities in

demat mode with NSDL

1. 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: https://eservices.nsdl.com either on a Personal Computer or on a

mobile. Once the home page of e-Services is launched, click on the

“Beneficial Owner” icon under “Login” which is available under

“IDeAS” section. A new screen will open. You will have to enter your

User ID and Password. After successful authentication, you will be able

to see e-Voting services. Click on “Access to e-Voting” under e-Voting

services and you will be able to see e-Voting page. Click on options

available against company name or e-Voting service provider – NSDL

and you will be re-directed to NSDL e-Voting website for casting your

vote during the remote e-Voting period or joining virtual meeting &

voting during the meeting.

2. If the user is 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.

3. 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 held

with NSDL), Password/OTP and a Verification Code as shown on the

screen. After successful authentication, you will be redirected to NSDL

Depository site wherein you can see e-Voting page. Click on options

available against company name or e-Voting service provider - NSDL

and you will be redirected to e-Voting website of NSDL for casting your

vote during the remote e-Voting period or joining virtual meeting &

voting during the meeting.

Individual Shareholders

holding securities in

demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through

their user id and password. Option will be made available to reach e-

Voting page without any further authentication. The URL for users to

login to Easi / Easiest are

https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com

and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the

E Voting Menu. The Menu will have links of e-Voting service provider

i.e. NSDL. Click on NSDL to cast your vote.

3. If the user is not registered for Easi/Easiest, option to register is

available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

4. Alternatively, the user can directly access e-Voting page by providing

demat Account Number and PAN No. from a link in www.cdslindia.com

home page. The system will authenticate the user by sending OTP on

registered Mobile & Email as recorded in the demat Account. After

successful authentication, user will be provided links for the respective

ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders

(holding securities in

demat mode) login

through their depository

participants

You can also login using the login credentials of your demat account

through your Depository Participant registered with NSDL/CDSL for e-

Voting facility. Once login, you will be able to see e-Voting option. Once you

click on e-Voting option, you will be redirected to NSDL/CDSL Depository

site after successful authentication, wherein you can see e-Voting feature.

Click on options available against company name or e-Voting service

provider-NSDL and you will be redirected to e-Voting website of NSDL for

casting your vote during the remote e-Voting period or joining virtual

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meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User

ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues

related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding

securities in demat mode with NSDL

Members facing any technical issue in login can contact

NSDL helpdesk by sending a request at evoting@nsdl.co.in

or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

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 022-

23058738 or 022-23058542-43.

B) Login Method for shareholders other than Individual shareholders holding securities in demat

mode and shareholders holding securities in physical mode.

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com either on a Personal Computer or on a mobile.

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

‘Shareholder/Member’ section.

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

Code as shown on the screen.

4. 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.

5. 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

IN300***12******.

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***

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

a) If you are already registered for e-Voting, then you can user your existing password to

login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the

‘initial password’ which was communicated to you. Once you retrieve your ‘initial

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password’, you need to enter the ‘initial password’ and the system will force you to change

your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your

‘initial password’ is communicated to you on your email ID. Trace the email sent

to you from NSDL from your mailbox. Open the email and open the attachment

i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit

client ID for NSDL account, last 8 digits of client ID for CDSL account or folio

number for shares held in physical form. The .pdf file contains your ‘User ID’ and

your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process

for those shareholders whose email ids are not registered.

7. If you are unable to retrieve or have not received the “Initial password” or have forgotten your

password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat

account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option

available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request

at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN,

your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on

the e-Voting system of NSDL.

8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check

box.

9. Now, you will have to click on “Login” button.

10. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 who’s voting cycle and General Meeting is in active status.

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

and casting your vote during the General Meeting. For joining virtual meeting, you need to click

on “VC/OAVM” link placed under “Join General Meeting”.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number

of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when

prompted.

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

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

confirmation page.

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy

(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen

signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail

to csgauravbachani@gmail.com with a copy marked to evoting@nsdl.co.in.

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

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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 cs@7nrretailltd.in.

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

(cs@7nrretailltd.in). If you are an Individual shareholder 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

and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user

id and password for e-voting by providing above mentioned documents.

4. 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.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

1. The procedure for E-voting on the day of the EGM is same as the instructions mentioned above for

remote E-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and

have not casted 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.

3. 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.

4. 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.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-

Voting system. Members may access by following the steps mentioned above for Access to NSDL

e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join

General meeting” menu against company name. You are requested to click on VC/OAVM link

placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/

Member 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.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid

any disturbance during the meeting.

4. 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.

5. Shareholders, who would like to express their views/have questions may send their questions in

advance mentioning their name demat account number/ folio number, email id, mobile number at

(cs@7nrretailltd.in). The same will be replied by the Company suitably.

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ANNEXURE TO NOTICE

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

Item No. 1:

Considering the requirement and future business prospects, it is therefore considered necessary to

increase the Authorised Share Capital of the Company from Rs. 28,00,68,000/- (Rupees Twenty-Eight

Lakhs Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two Crores Eighty Lakhs Six Thousand Eight

Hundred) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs. 56,05,00,000/- (Rupees Fifty-Six

Crores Five Lakhs Only) divided into 5,60,50,000 (Five Crores Sixty Lakhs Fifty Thousand) Equity Shares

of Rs. 10.00/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares of

the Company.

The proposed increase in Authorised Share Capital requires the approval of members in Extra-Ordinary

General Meeting. Consequently, upon increase in Authorised Share Capital, the Memorandum of

Association of the Company will require alteration so as to reflect the increased Authorised Share Capital.

The Memorandum of Association of the Company is open for inspection of the members at the registered

office of the Company during the normal business hours at any time upto the date of the Extra-ordinary

General Meeting and at the meeting.

The proposed resolution is in the interest of the Company and your Directors recommend the same for

your approval by way of an Ordinary Resolution.

None of the Directors or Key Managerial Persons of the Company (including their relatives), except to the

extent of their shareholding in the Company are concerned or interested in the said resolution.

Item No. 2:

M/s. Aniket Goyal & Associates., Chartered Accountants, (FRN: 022331C) have tendered their resignation

from the position of Statutory Auditors of Company, resulting into a casual vacancy in the office of Statutory

Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused

by the resignation of auditor should be filled by the shareholders in General Meeting within three months

from the date of recommendation and appointment of the Board of Directors of the Company.

M/s. S S R V & Associates., Chartered Accountants, (FRN: 135901W), Mumbai have conveyed their consent

to be appointed as the Statutory Auditors of the Company for the Financial Year 2025-26 along with a

confirmation that their appointment, if made by members, would be within the limits prescribed under the

Companies Act, 2013.

The Board recommends this resolution for approval of the Members of the Company by way of Ordinary

Resolution.

None of the Directors or Key Managerial Persons of the Company (including their relatives), except to the

extent of their shareholding in the Company are concerned or interested in the said resolution.

Registered Office:

Godown No-1, 234/1234/2, FP-69/3,

Sadashiv Kanto, B/h Bajaj Process, Narol Chokdi,

Narol, Ahmedabad, Gujarat, India – 382 405

Date: 26th May, 2025

Place: Ahmedabad

By order of the Board

For, 7NR Retail Limited

Sd/-

Chetan Kumar Ojha

Managing Director

DIN: 09706197

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