Gujarat Toolroom Ltd — Others, 09-06-2025: AGM/EGM

Date: June 09th, 2025

To,

Department of Corporate Services,

The Bombay Stock Exchange Ltd,

P.J. Towers,

Dalal Street, Fort,

Mumbai - 400 001

Reference : ISIN - INE145J01032; Scrip Code-513337; Symbol-GUJTLRM

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 – Postal Ballot Notice.

Dear Sir/Madam,

Please find attached, the Postal Ballot Notice dated June 07, 2025, along with the explanatory

statement, seeking approval of the members of the Company, by way of remote e-voting process

(“evoting”) for:

S.No Description of Resolution(s) Type of Resolution

1. Increase in Authorised Share Capital and consequent

alteration to the Capital Clause of the Memorandum of

Association

Ordinary

2 To Approve Alteration in Main Objects Clause of

Memorandum of Association of the Company by addition

of New Objects

Special

Postal Ballot Notice is being sent only through electronic mode to all the members whose e-mail

address is registered with the Company / Company’s Registrar and Transfer Agent / Depository

Participants / Depositories, as on the Cut-off date, being Friday,June 06, 2025.

The e-voting facility will be available during the following period:

Commencement of e-Voting Tuesday ,10th June 2025 (9.00 AM.)

End of e-Voting Wednesday 9th July 2025 (5.00 PM)

The Postal Ballot Notice is also available on the Company's website at www.gujarattoolroom.com.

We request you to kindly take the above information on record and oblige.

For Gujarat Toolroom Limited

Rakesh Kumar Sharma

Managing director

DIN:10703752

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POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the

Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given that the resolutions set out below are proposed for approval by the members of

Gujarat Toolroom Limited (“the Company”) by means of Postal Ballot, only by remote e-voting

process (“e-voting”) being provided by the Company to all its members to cast their votes

electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the

Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable

provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020

dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated

September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44

of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued

by the Institute of Company Secretaries of India and other applicable laws, rules and regulations

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act

read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal

Ballot Notice is also attached. The Board of Directors has appointed CS Himanshu Togadiya, a

Company Secretary in Practice,asScrutiniser for conducting the Postal Ballot, through e-voting

process, in a fair and transparent manner and they have communicated their willingness to be

appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the

votes cast in the Postal Ballot shall be final.

The Company has engaged the services of Bigshare Services Pvt Ltdas the agency to provide e-voting

facility.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to

cast their vote electronically.

The votes can be cast during the following voting period

REMOTE E-VOTING STARTS ON REMOTE E-VOTING ENDS ON

Tuesday,10th June 2025 (9.00 AM.) Wednesday9th July 2025(5.00 PM)

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and

Managing Director / Director Authorised by the Board of the Company or any person authorised by

him. The results of e-voting will be announced on or before Friday,June 06, 2025, and will be

displayed on the Company’s website at www.gujarattoolroom.com. &the website of Bigshare

Services Pvt Ltd at https://ivote.bigshareonline.com. The results will simultaneously be

communicated to the Stock Exchanges i.e. BSE Limited at www.bseindia.com and will also be

displayed at the registered office of the Company.

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SPECIAL BUSINESS

1.Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the

Memorandum of Association.

To consider and pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 13, 61 and all other applicable

provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory

modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association

of the Company, approval of the members be and is hereby accorded to increase the Authorised Share

Capital of the Company from ₹210,00,00,000/- Rupees Two Hundred & Ten Crore only)consisting of

2,10,00,00,000 (Two Hundred & Ten Crore only) equity shares of ₹ 1/– (Rupees one only)by creation

of additional ₹35,00,00,000/- (Rupees Thirty Five Crore) equity shares of ₹ 1/- (Rupees one only)

each and consequently, the existing Clause V of the Memorandum of Association of the Company be

and is hereby altered and substituted by the following as new Clause V:

“V. The Authorised Share Capital of the Company is ₹ 2,45,00,00,000/– (Rupees Two Hundred

&Fourty Five Crore only) consisting of 2,45,00,00,000 (Two Hundred &Fourty Five Crore only)

equity shares of ₹ 1/– (Rupees one only) each, with power to the Board to divide the shares in the

capital for the time being into several classes and to attach thereto respectively such preferential,

deferred, qualified or special rights, privileges or conditions as may be determined by or in

accordance with the Articles of Association of the Company and to vary, modify, amalgamate or

abrogate any such rights, privileges or conditions in such manner as may be for the time being

provided by the Articles of Association of the Company.”

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as

‘Board’ which term shall include any duly constituted committee empowered by the Board to exercise

its powers including powers conferred under this resolution) be and is hereby authorised to do all such

acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its

powers conferred under this resolution to any Director or Key Managerial Personnel or any officer /

executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever

that may arise in this regard and all action(s) taken by the Company in connection with any matter

referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in

all respects.”

ITEMNO.2 TO CONSIDER AND APPROVE THE ALTERATION IN MAIN OBJECTS

CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY BY ADDITION

OF NEW OBJECTS.

To consider and if thought fit, to pass with or without modification(s), the following resolution

asa Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 4,13, 15 and other applicableprovisions if

any of the Companies Act, 2013 (“the Act”) read with applicable Rules andRegulations made there

under, including any statutory modification or re-enactment thereof forthe time being in force and

subject to such other requisite approvals, permission, and sanction ofRegistrar of Companies,

appropriate authorities, departments or bodies as and to the extentnecessary, consent of the members

of the Company be and is hereby accorded to Main Objectsunder the Objects Clause of the

Memorandum of Association of the company, by the insertion ofthe following clauses after the

existing “Clause 10 ” to the Main Object Clause(III)(A) of theMemorandum of the Company in the

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following manner:

11).To carry on the business of cultivation, farming, and production of crops, fruits, vegetables,

grains, and other agricultural products.To engage in the breeding, raising, and management of

livestock, poultry, and aquaculture for the production of meat, dairy, eggs, and other animal-related

products.To process, package, and market agricultural products, including but not limited to milling,

grinding, canning, and preserving.To manufacture, import, export, buy, sell, trade, and deal in

fertilizers, pesticides, seeds, and other agricultural inputs.To provide agricultural services, including

crop advisory, soil testing, pest control, and farm management.To establish and operate agricultural

research and development facilities for the improvement and innovation of farming techniques, crop

varieties, and animal husbandry practices.To set up and manage farms, orchards, plantations, and

nurseries for the cultivation and propagation of agricultural and horticultural products.To engage in

the development and promotion of organic and sustainable farming practices.To establish and manage

retail and wholesale outlets for the sale of agricultural products, equipment, and inputs.To enter into

collaborations, joint ventures, and partnerships with other entities for the development of agriculture-

related projects.To invest in and acquire shares or interests in other companies engaged in agriculture-

related activities.To undertake any other business activities that are incidental or conducive to the

attainment of the above objects."

“RESOLVED FURTHER THAT the Board (including any Committee duly constituted by the

Board of Directors or any authority as approved by the Board of Directors) or any Director of the

Company of the Company be and is hereby severally authorized to do all such acts, deeds, matters and

things as may be deemed proper, necessary, or expedient, including filing the requisite forms with

Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of

giving effect to this resolution and matters connected therewith or incidental thereto and settle all

questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board

to secure any further consent or approval of the Members of the Company to the end and intent that

the Members shall be deemed to have given their approval thereto expressly by the authority of this

resolution.”

By Order of the Board of Directors

Sd/-

Rakesh Kumar Sharma

Managing Director

Registered office DIN:10703752

21A Space House, 61, Srimali Soc.,

Navarangpura, Ahmedabad- 380009

Place: Ahmedabad

Date: Friday June 7, 2025

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NOTES:

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

Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules,

2014, setting out material facts in respect of Item Nos. 1as set out in this Postal Ballot Notice is

annexed hereto.

2. This Postal Ballot Notice is being published/displayed for all the Members, whose name appear in

the Register of Members/Register of Beneficial Owners as received from the Depositories i.e.

National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited

(“CDSL”) as on Friday, June 6, 2025 and is being sent only to the Members who already have their

email address registered with Bigshare Services Private Limited, Registrar & Share Transfer Agent ,in

accordance with the provisions of the Act read with the Rules made thereunder and MCA Circulars. A

person who is not a Member as on Friday, June 6, 2025, should treat this Postal Ballot Notice for

information purpose only. A copy of this Postal Ballot Notice is also available on the website of the

Company at www.gujarattoolroom.com , website of the Stock Exchanges i.e. BSE Limited at

www.bseindia.com respectively and on the website of Bigshare Services Pvt Ltd at

https://ivote.bigshareonline.com.

3. The Members of the Company whose name appear in the Register of Members or in the Register of

Beneficial Owners as received from the Depositories i.e. NSDL/ CDSL as on Friday, June 6, 2025,

(including those Members who may not have received this Postal Ballot Notice due to non-

registration of their email address with (Bigshare Services Private Limited) only shall be entitled to

vote in relation to the Resolutions specified in the Postal Ballot Notice.

4. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act, as

amended, read with the Rule 20 of the Companies (Management and Administration) Rules, 2014 (as

amended), MCA Circulars and in compliance with Regulation 44 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

from time to time, the company is pleased to offer remote e-voting facility to all the Members of the

company as on the Cut-off Date to cast their vote and transact the matters listed in the Postal Ballot

Notice by electronic means only. The company has appointed Bigshare Services Pvt Ltd for

facilitating remote e-voting to enable the Members to cast their votes electronically.

5. Members holding shares in dematerialised form are requested to register/update their KYC details

including email address with their respective Depository Participants. Members holding shares in

physical form are requested to register/update their KYC details including email address by

submitting duly filled and signed Form ISR-1 along with such other documents as prescribed in the

Form to Bigshare Service Private Limited. Form ISR-1 is available on the website of the Company at

www.gujarattoolroom.comand on the website of Bigshare Service Private Limited at

www.bigshareonline.com

6. The remote e-voting period commences on Tuesday ,10th June 2025at 9:00 a.m. IST and ends on

Wednesday 9th July 2025 at 5:00 p.m. IST. The remote e-voting shall not be allowed beyond the said

date and time. During this period, the Members of the Company holding shares in physical form or in

dematerialized form, as on the Cut-off date, being Friday 6th June 2025, may cast their votes by

remote e-voting in the manner and process set out herein below. The remote e-voting module shall be

disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall

not be allowed to change it subsequently.

7. The voting rights of the Members shall be in proportion to their shares in the total paid-up equity

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share capital of the Company as on the Cut-off date i.e. Friday 6th June 2025.

8. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be

available for inspection by the Members through electronic mode during the remote e-voting period of

this Postal Ballot. Members who wish to inspect the said documents are requested to send an email to

www.gujarattoolroom.commentioning their name, demat account number/folio number.

9. The ‘instructions for remote e-voting’ are as under:

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are

mentioned below:

E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

i. The voting period begins on Tuesday ,10th June 2025 (9:00 A.M) and ends

onWednesday 9th July 2025 (5;00 PM). During this period shareholders’ of the

Company, holding shares either in physical form or in dematerialized form, as on the cut-

off date (record date) of Friday 6th June 2025may cast their vote electronically. The e-

voting module shall be disabled by Bigshare for voting thereafter.

ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated

09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required

to provide remote e-voting facility to its shareholders, in respect of all shareholders’

resolutions. However, it has been observed that the participation by the public non-

institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed

entities in India. This necessitates registration on various ESPs and maintenance of

multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has

been decided to enable e-voting to all the demat account holders, by way of a single

login credential, through their demat accounts/ websites of Depositories/ Depository

Participants. Demat account holders would be able to cast their vote without having to

register again with the ESPs, thereby, not only facilitating seamless authentication but

also enhancing ease and convenience of participating in e-voting process.

iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

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Type of

shareholders

Login Method

Individual

Shareholders

holding

securities in

Demat mode

with CDSL

1. 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 URL for users to login to Easi/Easiest is

https://web.cdslindia.com/myeasitoken/home/login or visit CDSL website

www.cdslindia.com and click on login icon & New System Myeasi Tab and then use

your existing my easi username & password.

2. 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 BIGSHARE the e-Voting service provider and you will be re-directed

to i-Vote website 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 i.e. BIGSHARE, so that the user can visit the e-Voting service providers’

website directly.

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

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

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

Number and PAN No. from a

linkhttps://evoting.cdslindia.com/Evoting/EvotingLoginThe 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-Voting option

where the evoting is in progress, and also able to directly access the system of all e-

Voting Service Providers. Click on BIGSHARE and you will be re-directed to i-

Votewebsite for casting your vote during the remote e-voting period.

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 company name or e-Voting

service provider nameBIGSHARE and you will be re-directed to i-Votewebsite for

casting your vote during the remote e-Voting period.

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

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1. Pursuant to above said SEBI Circular, Login method for e-Voting for Individual

shareholders holding securities in Demat mode is given below:

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. CDSL and NSDL

Login type Helpdesk details

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.comor contact at toll free

No. 1800 22 55 33.

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.com or call at 022- 48867000.

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 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

nameBIGSHARE and you will be redirected to i-Vote website for casting your vote

during the remote e-Voting period.

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. After

Successful 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 company

name or e-Voting service provider name and you will be redirected to e-Voting

service provider website for casting your vote during the remote e-Voting period.

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2. Login method for e-Voting for shareholder other than individual shareholders

holding shares in Demat mode & physical mode is given below:

 You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

 Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-Voting

Platform.

 Please enter you ‘USER ID’ (User id description is given below) and ‘PASSWORD’ which

is shared separately on you register email id.

o Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID

as user id.

o Shareholders holding shares in NSDL demat account should enter 8 Character DP ID

followed by 8 Digit Client ID as user id.

o Shareholders holding shares in physical form should enter Event No + Folio Number

registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-

vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

 Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE:

If Shareholders are holding shares in demat form and have registered on to e-Voting system of

https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing

user id and password to login.

 If you have forgotten the password: Click on ‘LOGIN’ under ‘INVESTOR LOGIN’ tab and

then Click on ‘Forgot your password?

 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA)

option and click on ‘Reset’.

(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

 After successful login, Bigshare E-voting system page will appear.

 Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor

portal.

 Select event for which you are desire to vote under the dropdown option.

 Click on “VOTE NOW” option which is appearing on the right hand side top corner of the

page.

 Cast your vote by selecting an appropriate option “INFAVOUR”, “NOT IN FAVOUR” or

“ABSTAIN” and click on “SUBMIT VOTE”. A confirmation box will be displayed. Click

“OK” to confirm, else “CANCEL” to modify. Once you confirm, you will not be allowed to

modify your vote.

 Once you confirm the vote you will receive confirmation message on display screen and also

you will receive an email on your registered email id. During the voting period, members can

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login any number of times till they have voted on the resolution(s). Once vote on a resolution

is casted, it cannot be changed subsequently.

 Shareholder can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under

“PROFILE” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

 You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

 Click on “REGISTER” under “CUSTODIAN LOGIN”, to register yourself on Bigsharei-

Vote e-Voting Platform.

 Enter all required details and submit.

 After Successful registration, message will be displayed with “User id and password will be

sent via email on your registered email id”.

NOTE:If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or

voted on an earlier event of any company then they can use their existing user id and

password to login.

 If you have forgotten the password: Click on ‘LOGIN’ under ‘CUSTODIAN LOGIN’ tab

and further Click on ‘Forgot your password?

 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA)

option and click on ‘RESET.

(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail

address).

Voting method for Custodian on i-Vote E-voting portal:

 After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

 First you need to map the investor with your user ID under “DOCUMENTS” option on

custodian portal.

o Click on “DOCUMENT TYPE” dropdown option and select document type power

of attorney (POA).

o Click on upload document “CHOOSE FILE” and upload power of attorney (POA)

or board resolution for respective investor and click on “UPLOAD”.

Note: The power of attorney (POA)or board resolution has to be named as the “InvestorID.pdf” (Mention Demat

account number as Investor ID.) o Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

 To cast your voteselect “VOTE FILE UPLOAD” option from left hand side menu on

custodian portal.

 Select the Event under dropdown option.

 Download sample voting file and enter relevant details as required and upload the same file

under upload document option by clicking on “UPLOAD”. Confirmation message will be

displayed on the screen and also you can check the file status on display (Once vote on a

resolution is casted, it cannot be changed subsequently).

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 Custodian can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under

“PROFILE” option on custodian portal.

Helpdesk for queries regarding e-voting:

Login type Helpdesk details

Shareholder‘s other than individual

shareholders holding shares in Demat mode

& Physical mode.

In case shareholders/ investor have any queries regarding E-voting,

you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote

e-Voting module available at https://ivote.bigshareonline.com,

under download section or you can email us to

ivote@bigshareonline.com or call us at: 1800 22 54 22, 022-

62638338

By Order of the Board of Directors

Rakesh Kumar Sharma

Managing Director

DIN10703752

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

RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

Item No. 1

Presently, the Authorised Share Capital of the Company is ₹Rs. 2,10,00,00,000/– (Rupees Two Hundred & Ten

Crore only) divided into Rs. 2,10,00,00,000/– (Rupees Two Hundred & Ten Crore)equity shares of ₹ 1/-

(Rupees One only) each.

In order to facilitate requirements of the Company for the operations in future,if any, the Board at its meeting

held on Saturday 07th June 2025 approved the increase in the Authorized Share Capital of the Company from

Rs. 210,00,00,000/- (Rupees Two Hundred & Ten Crore only) divided into 210,00,00,000 (Two Hundred & Ten

Crore) Equity Shares of Re.1/- each to Rs. 2,45,00,00,000/– (Rupees Two Hundred &Fourty Five Crore

only)divided into 2,45,00,00,000/– (Rupees Two Hundred & Fourty Five Crore only)Equity Shares of Re.1/-

(Rupees One) each by creation of additional 35,00,00,000 (Thirty Five Crore) Equity shares of Re.1 each

(Rupees One) subject to approval of Members.

The increase in the Authorized Share Capital as aforesaid would entail consequential alteration of the existing

Clause V(a) of the Memorandum of Association of the Company.

It is proposed to increase the additional 35,00,00,000(Thirty FiveCrore)equity shares of Re.1/- each which shall

rank pari-passu with the existing equity shares in all respects and shall be subject to the provisions of the

Memorandum and Articles of Association of the Company.

‘The increase in the Authorized Share Capital and consequential alteration to Clause V(a) of the Memorandum

of Association of the Company require Members’approval in terms of Sections 13, 61 and 61 of the Companies

Act, 2013and any other applicable statutory and regulatory requirements and requests the members to accord

their consent to the proposed resolution.

Further, in terms of the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the

Companies (Management and Administration) Rules, 2014, the approval of the members is sought for passing

the aforesaid resolution of the notice through Postal Ballot instead of transacting such businesses at a General

Meeting.

None of the Directors / Key Managerial Personnel / their relatives is in any way concerned or interested,

financially or otherwise in the resolutions except to the extent of their shareholding. The Board recommends this

resolution as set out in Item no. 1 of the Notice for your approval as an Ordinary Resolution

Item No. 2

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot

Notice

Your Board has to consider from time-to-time proposals for diversification into areas which would be profitable

for the Company as a part of diversification plans. For this purpose, the object clause of the Company, which is

presently restricted in scope, requires to be comprehensive so as to cover a wide range of activities to enable

your Company to consider embarking upon new projects and activities.

The alteration in the object clause of the Memorandum of Association as set out in the Resolution is to facilitate

diversification. This will enable the Company to enlarge the area of operations and carry on its business

economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently

and advantageously combined with the present activities of the Company.

The Board in its meeting held on 07 June, 2025 has approved alteration of the Memorandum of Association of

the Company by addition of New Objects and now seek Members’ approval for the same.

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Accordingly, the Board recommends the resolution no. 2 set forth in the notice for approval by the shareholders

as a special resolution.

None of the Directors, Key Managerial Person(s) of the Company and their relatives is, in anyway, concerned or

deemed to be interested in the proposed resolution.

By Order of the Board of Directors

Rakesh Kumar Sharma

Managing Director

Date:7th June 2025 DIN:10703752

Place: Ahmedabad

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