Ref: DCL/CS/160/2022 Date: March 31, 2022

National Stock Exchange of India Limited BSE Limited

Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Towers
Plot No. C/1, G Block Dalal Street
Bandra Kurla Complex Mumbai- 400 001
Bandra (E) Mumbai – 400051

NSE Symbol: DGCONTENT Scrip Code: 542685

Dear Sir/ Madam,

Sub: Voting Results of the meeting of equity shareholders of Digicontent Limited held on
March 29, 2022 pursuant to the Order of the Hon'ble National Company Law Tribunal,
New Delhi Bench

Ref: In the matter of Composite Scheme of Amalgamation (“Scheme”) between Digicontent

Limited, Next Mediaworks Limited, HT Mobile Solutions Limited with HT Media
Limited and their respective Shareholders and Creditors

Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“SEBI Listing Regulations”), please find enclosed following disclosures in relation to the
meeting of the equity shareholders of Digicontent Limited held on March 29, 2022 through Video
Conferencing as directed by the Hon’ble National Company Law Tribunal, New Delhi Bench:

1. Voting Result of the meeting of equity shareholders pursuant to Regulation 44 of SEBI

Regulations; and

2. Consolidated Scrutinizer’s Report on remote e-voting and voting conducted at the meeting of
equity shareholders.

The above is for your information and record.

Thanking You

Yours truly,
For Digicontent Limited

DINESH Digitally signed by

DINESH MITTAL

MITTAL Date: 2022.03.31

21:19:24 +05'30'

(Dinesh Mittal)
Director
DIN: 00105769

Encl: As above
 DIGICONTENT LIMITED ‐ Court Convened meeting of the equity sharholders
Date of the AGM/EGM 29‐03‐2022
Total number of shareholders on record date 25,105
No. of shareholders present in the meeting either in person or through proxy:
       Promoters and Promoter Group: Not Applicable
       Public: Not Applicable
No. of Shareholders attended the meeting through Video Conferencing
       Promoters and Promoter Group: 2
       Public: 73

Resolution No. 1

SPECIAL ‐ To approve the Composite Scheme of Amalgamation (“Scheme ) of Digicontent Limited (“Transferor Company 1 ), Next Mediaworks Limited ( “Transferor Company 2 ) and HT 
Mobile Solutions Limited (“Transferor Company 3 ) (hereinafter collectively referred to as “Transferor Companies ) with HT Media Limited (“Transferee Company ) and their respective 
Resolution required: (Ordinary/ Special) shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 and the other applicable provisions thereof and rules thereunder.
Whether promoter/ promoter group are 
interested in the agenda/resolution? No

% of Votes Polled  % of Votes in  % of Votes 

on outstanding  favour on votes  against on votes 
No. of shares  No. of votes  shares  No. of Votes – in  No. of Votes –  polled  polled 
Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Votes Invalid Votes Abstained
E‐Voting 37,764,521 100.0000 37,764,521 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
37,764,521
Postal Ballot (if 
Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 37,764,521 37,764,521 100.0000 37,764,521 0 100.0000 0.0000 0 0
E‐Voting 0 0.0000 0 0 0.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
163,118
Postal Ballot (if 
Public‐ Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 163,118 0 0 0 0 0.0000 0.0000 0 0
E‐Voting 6,561,522 32.3875 123,130 6,438,392 1.8765 98.1234 0 0
Poll 1,245 0.0061 1,245 0 100.0000 0.0000 0 0
20,259,439
Postal Ballot (if 
Public‐ Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 20,259,439 6,562,767 32.3936 124,375 6,438,392 1.8952 98.1048 0 0
Total 58,187,078 44,327,288 76.1806 37,888,896 6,438,392 85.4753 14.5247 0 0

For Digicontent Limited

Digitally signed by
Raj Kumar Kale DINESH MITTAL
DINESH MITTAL Date: 2022.03.31
Asst. Vice President 21:20:16 +05'30'
(Dinesh Mittal)
Director
 ~ujarat Natural
Resources Limited

31 st March, 2022

To,
Department of Corporate Services
BSE Limited
Ground Floor, P. J. Tower,
Dalal Street,
Fort, Mumbai- 400 001

Dear Sir/Madam,

Security ID: GNRL Security Code: 513536

Sub: Scrutinizer Report

Please find enclosed herewith Scrutinizer Report on voting results of the businesses transacted at the Extra
51
Ordinary General Meeting of the Company held on 3 1 March, 2022 from 3:30 P.M. to .2..:.31 P.M. IST
through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

Please take the same on your records.

Thanking You,

Yours faithfully,

Encl: As above

• 3•d Floor, A-Wing, Gopal Palace, Opposite Ocean Park, Near Nehru Nagar, Satellite Road, Ahmedabad-380 015
• Phone: +91 -79 4002 9806 •Web.: www.gnrl.in • Email: info@gnrl.in
CIN :- L27100GJ1991PLC016158
OS Chintan K. Patel
Company Secretaries

Scrutinizer's Report

[Pursuant to section 109 of th e Companies Act, 2013 and Rule 21(2) of the Companies (Management and
Administration) Rules, 2014]

To,
The Chairman,
of the Extra Ordinary General Meeting of the
Equity Shareholders of Gujarat Natural Resources Limited
held on 315t Day of March, 2022 at 3:30 P.M . IST
through video conferencing/other audio visual means
It

Dear Sir,

I, Chintan K. Patel, Practicing Company Secretary appointed as Scrutinizer by the Board of

Directors to conduct and to scrutinize the electronic voting process by the shareholders in
respect of the below mentioned resolutions to be passed, at the Extra Ordinary General
Meeting (EOGM) of the Equity Shareholders of Gujarat Natural Resources Limited, held on
31st Day of March, 2022 at 3:30 P.M . IST through video conferencing/other audio visual means.

The Company has availed the e-voting facility offered by National Securities Depository Limited
(NSDL) for conducting e-voting by the shareholders of the Company. The Company has also
provid ed e-voting facility to the members on the day of the EOGM.

I submit my Combined Report as under on the result of the voting through electronic means in
respect of the said resolutions :-

a) Resolution No. 1 - Regularization of Appointment of Mr. Alpesh Shantilal Swadas

(DIN : 09512469), as the Non-Executive Independent Director of the Company.

(i) Voted in Favor of resolution :

Number of Number of votes % of total number
members present cast by them of valid votes cast
and Voting (in
person or by proxy)
e-voting 51 21941453 100.00

e-voti ng at 0 0 0.00
EOGM
Total 51 21941453 100.00

16, Aarasuri Society, Nr. Vyasvadi, Opp. Bhavsar Hostel, Nava Vadaj, Ahmedabad - 380013.
M : 09824141067 email: cschintanpatel@gmail.com
us (ii) Voted against of resolution :
Chintan K. Patel
Company Secretaries

Number of Number of votes % of total number

members present cast by them of valid votes cast
and Voting (in
person or by proxy)
e-voting 4 SSS 0
e-voting at 0 0 0
EOGM
Total 4 SSS 0

(i) Invalid Votes:

Number of members present and Voting Number of votes cast by them

(in person or by proxy) whose votes
were declared invalid
'
Nil Nil

b) Resolution No. 2 - Regularization of Appointment of Ms. Mansi Sudhirbhai Shah

{DIN : 09S12S73), as the Non-Executive Independent Director of the Company.

(i) Voted in Favor of resolution:

Number of Number of votes % of total number
members present cast by them of valid votes cast
and Voting (in
person or by proxy)
e-voting Sl 219414S3 100.00
e-voting at 0 0 0.00
EOGM
Total Sl 219414S3 100.00

16, Aarasuri Society, Nr. Vyasvadi, Opp. Bhavsar Hostel, Nava Vadaj, Ahmedabad - 380013.
M : 09824141067 email: cschintanpat el@gmail.com
us Chintan K. Patel
Company Secretaries
.
(ii} Voted against of resolution :
Number of Number of votes % of total number
members present cast by them of valid votes cast
and Voting (in
person or by proxy}
e-voting 3 205 0.00
e-voting at 0 0 0
EOGM
Total 3 205 0.00

~ ,, f
'
(i} Invalid Votes:

Number of members present and Voting Number of votes cast by them

(in person or by proxy} whose votes
were declared invalid
Nil Nil

c) Resolution No. 3 - Regularization of Appointment of Mr. Chandrakant Natubhai

Chauhan {DIN: 08057354), as the Non-Executive Independent Director of the
Company.

(i} Voted in Favor of resolution:

Number of Number of votes % of total number
members present cast by them of valid votes cast
and Voting (in
person or by proxy}
e-voting 51 21941453 100.00
e-voting at 0 0 0.00
EOGM
Total 51 21941453 100.00

16, Aarasuri Society, Nr. Vyasvadi, Opp. Bhavsar Hostel, Nava Vadaj, Ahmedabad - 380013.
M: 09824141067 email: cschintanpatel@gmail.com
OS Chintan K. Patel
Company Secretaries
(ii) Voted against of resolution :
Number of Number of votes % of total number
members present cast by them of valid votes cast
and Voting (in
person or by proxy)
e-voting 3 205 0.00
e-voting at 0 0 0
EOGM
Total 3 205 0.46

(i) Invalid Votes:

Number of members present and Voting Number of votes cast by them

(in person or by proxy) whose votes
were declared invalid
Nil Nil

d) Resolution No. 4 - Regularization of Appointment of Mr. Hitesh Donga

(DIN : 03393396), as the Non-Executive, Non-Independent Director of the
Company.

(i) Voted in Favor of resolution :

Number of Number of votes % of total number
members present cast by them of valid vot es cast
and Voting (in
person or by proxy)
e-voting 51 21941453 100.00
e-voting at 0 0 0.00
EOGM
Total 51 21941453 100.00

16, Aarasuri Soci ety, Nr. Vyasvadi, Opp. Bhavsar Hostel, Nava Vadaj, Ahmedabad - 380013.
M : 09824141067 email: cschintanpatel@gmail.com
us Chintan K. Patel
Company Secretaries

(ii) Voted against of reso lution:

Number of Number of votes % of total number
members present cast by them of valid votes cast
and Voting (in
person or by proxy)
e-voting 4 555 0.00
e-voting at 0 0 0
EOGM
Total 4 555 0.00

(ii) Invalid Votes:

Number of members present and Voting Number of votes cast by them

(in person or by proxy) whose votes
were declared inva lid
Nil Nil

Place : Ahmedabad
Date : March 31, 2022

Chintan K. Patel
Practicing Company Secretary
Mem. No. A31987
COP No. 11959

16, Aarasuri Society, Nr. Vyasvadi, Opp. Bhavsar Hostel, Nava Vadaj, Ahmedabad - 380013.
M : 09824141067 email: cschintanpatel@gmail.com
Ludlow LUDLOW JUTE & SPECIALITIES LIMITED
Registered Office:
KCI Plaza, 4 Floor, 23C Ashutosh Chowdhury Avenue, Kolkata — 700 019, India
CIN: L65993WB1979PLC032394 GSTIN: 19AACCA2034K1ZU
Phone: 91-33-4050-6300/6330/31/32 Tax No: 91-33-4050-6333/6334
E-Mail: info@ludlowjute.com Website: www.ludlowjute.com

Date: 31st March 2022

To,
The Secretary
BSE Limited
Phiroze Jeejebhoy Towers,
Dalal Street, Mumbai — 400 001
Scrip Code No.526179

Dear Sir,

Sub: Result of Postal Ballot & E-Voting — Notice dated 27 January 2022

We are enclosing herewith a copy of Scrutinizer Report for voting results of the
Company as per Regulation 44 of the SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015.

Thanking You,
For Ludlow Jute & Specialities Limited

Mpiwoal)
Company Secretary

Mill: P.O. Chengail Howrah — 711 308, Ph. No, (033) 2642-8366 / 8820 / 9821, Fax: 91-33-2642 8367
 BS SACHIN KUMAR, B.Com(H), ACS
COMPANY SECRETARY IN WHOLE-TIME PRACTICE

Report of Scrutinizer on Postal Ballot and E-voting

[Pursuant to Sections 110 of the Companies Act, 2013 and Rule 22 of the
Companies (Management and Administration) Rules, 2014]

Date-315t March, 2022

To,
Shri Tonmoy Bera
Managing Director,
Ludlow Jute & Specialities Limited
KCI Plaza, 4TH Floor, 23C,
Ashutosh Chowdhury Avenue,
Kolkata-700019

Dear Sir,

I, Sachin Kumar, Company Secretary in Practice, was appointed as the

Scrutinizer for the purpose of scrutinizing the Postal Ballot by voting
through e-voting done through the platform provided by Ludlow Jute &
Specialities Limited (LUSL)- www.evoting.nsdl.com a fair and transparent
manner and to ascertain the requisite majority as per provisions of Sections
110 and other applicable provisions, if any, of the Companies Act, 2013, ("the
Act"), read with Rule 22 of the Companies (Management and Administration)
Rules, 2014, including any statutory modification or re enactment thereof for
the time being in force, by the Board of Directors of the company at their
meeting held on 27th January, 2022 in respect of the resolutions contained
in the Postal Ballot Notice dated 27th January, 2022.

The Management of the Company is responsible to ensure the compliance

with the requirements of the Companies Act, 2013 and Rules framed
thereunder relating to voting through postal ballot received on the resolutions
contained in the Notice of the Company dated 27th January, 2022. My
responsibility as a scrutinizer is restricted to make a Scrutinizer Report of the
votes cast "In Favour" or "Against the resolution as stated below, based on
the report generated from the e-voting system provided by NSDL (National
Securities Depository Limited), the authorized agency engaged by the
Company to provid e-voting facilities.

We: "2 if
Address: 1,Graham Road (near Indrapuri Studio), Tollygunge, Kolkata-700040, oing Cong?
@ : (M) (0)8697676741, 81007243508 : sachinpilania22@gmail.com =
I submit my report as under

1. The company has completed the dispatch of notice of postal ballot only
through electronic mode to the Shareholders of the Company, whose
names appeared on the register of members of the Company /list of
beneficiaries on 18th February 2022 and to those shareholders whose e
mail id are registered either with the depositories or with the Company .

As mentioned in the Postal Ballot Notice voting module was disabled by

LJSL- www.evoting.nsdl.com for e-voting on working hours (17:00
hrs.) on 30th March, 2022, the last date and time fixed by the Company
for receipt of e-voting module .

2. I have also received a complete record of votes cast by electronic mode

from LJSL which was closed by LJSL www.evoting.nsdl.com on 30th
March, 2022, at 17:00 hours.

Basis of acceptance:
1. Shareholder has assented or dissented mentioning the number of shares.
2. Shareholder has voted his shareholding, only the number of shares (votes)
indicated/cast has been considered.

B. VOTING THROUGH ELECTRONIC MODE:

Shareholder has voted only through e-voting i.e. electronic mode.

ee =

(ACS 37957: COP 14157)

Practicing Company Secretary
(Scrutinizer)
UDIN: A 92349842 O03 YS43U4

Date- 31/03/2022
Place- Kolkata
 Annexure-A

Number of
Members Number of | Total No. of votes g
Particulars voted through | Remote E- cast through = eat paiaee et ay
Remote E- votes casted | Remote-voting
voting

1 2 3 4

ohanka (DIN: 00128593) as an Independent Director of the Company

Voted in favour of the resolution 152 7412665 132i 90

Voted against the resolution 1s 1250 15 10
Total 146 7413915 146 100.00
Invalid /Abstain votes 0 “ z
9 "

Item No.2: Re-Appointmen Mr. Tonmoy Bera (DIN: 08342972) as Managing Director for another term of 5
years.

Voted in favour of the resolution 128 7408564 128 89

Voted against the resolution 16 5250 16 11
Total 144 7413814 144 100.00
Invalid /Abstain votes 0 0 0 -

Sachin Kumar
Practicing Company Secretary
CP NO. 14154
UDIN- A037957C003454348

Place: Kolkata
Dated: 31/03/2022
 ~ujarat Natural
Resources Limited

Date: 31 51 March, 2022

To,
Department of Corporate Services,
BSE Limited
Ground Floor, P. J. Tower,
Dalal Street,
Fort, Mumbai- 400 001

Security ID: GNRL Security Code: 513536

Sub: Proceedings of Extra Ordinary General Meeting of the Members of Gujarat Natural
Resources Limited.

Dear Sir/Madam,

In compliance with Regulation 30 read with sub-para 13 of Para A of Part A of Schedule III of SEB I
( Listing Obligations and Disclosure Requirements) Regulations, 20 15, please find enclosed herewith
proceedings of Extra Ordinary General Meeting of the Company held today i.e. on 3 I sr March, 2022,
from 3:30 P.M. to ~ P.M. !ST through Video Conference (VC)/ Other Audio Visual Means
(OAVM).

Kindly find the same in order a nd take on your record.

Thanking you.

Yours Faithfully,

For, Gujarat Natural Resources Limited

l.~} -,J{J_
Managing Director
DIN: 00297447

- 3'd Floor, A-Wing, Gopal Palace, Opposite Ocean Park, Near Nehru Nagar, Satellite Road, Ahmedabad-380 015
- Phone: +91-79 4002 9806 • Web.: www.gnrl.in • Email: info@gnrl.in
CIN :- L27100GJ1991PLC016158
 ~ujarat Natural
Resources Limited

SUMMARY OF PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF

GUJARAT NATURAL RESOURCES LIMITED HELD ON THURSDAY, 31sT MARCH, 2022
AT 3:30 P.M. IST THROUGH VIDEO CONFERENCE (VC)/ OTHER AUDIO VISUAL
MEANS (OAVM).

The Extra-Ordinary General Meeting (EOGM) of the Company was held on Thursday, 3 1•1 March,
2022 through V ideo Confere ncing (VC )/Other Audio V isual Means (OA VM) in compliance with
relevant MCA and SEBI Circulars and in accordance with the appli cable provisions of Companies
Act, 20 13 read with Rules framed thereunder and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 20 15.

Ms. Barkha Lakhani , Company Secretary & Compliance Officer of the Company, welcomed all the
Members of the Company at the Extra Ordinary General Meeting.

The Company Secretary introduced the Board Members, Key Manageria l Personnel and Auditors to
the Members:

1) Mr. Shalin Ashok Shah, Managing Director of the Company;

2) Mr. Ashok C hinubhai Shah, Non-Executive Director of the Company;

3) Mr. Hiteshkumar Mad hubhai Donga, Additional (Non- Executive) Director and C hief Financial
Officer of the Company;

4) Mr. C handrakant Natubha i Chauhan, Additional (Indepe ndent) Director of the Company and
C hairman of Nomination & Remuneration Committee and Stakeho lders Relationship Committee
of the Company;

5) Mr. A lpesh Shantila l Swadas, Additional (Independent) Director of the Company;

6) Ms. Mansi Sudhirbhai Shah, Additional (Independent) Director and Chairperson of Audit
Committee of the Company.

She also took on record the presence of Mr. Mitt Patel, on beha lf of Mis. GMCA & Co., Statutory
Auditors of the Company and Mr. C hintan Patel, Practicing Company Secretary, Secretarial A uditor
of the Company.

She further informed that due to age related health concerns of the Chairman of the Company, Mr.
Ashok C hinubhai Shah, the Board of Directors unanimously decided that Mr. Shalin Ashok Shah,
Managing Di rector of the Company should preside over the meeting as the C hairman.

Mr. Sha lin Ashok Shah, the C hairman declared that as confirmed by Company Secretary, the
requis ite quorum was present through video conference to conduct the Meeting and Members'
participation through video conference was being reckoned for the purpose of quorum as per the
circ ulars issued by MCA and Section 103 of the Compan ies Act, 2013. It was stated that Mr. Sha!in
Ashok Shah, Mr. Ashok C hinubhai Shah and Mr. Chandrakant Natubhai Chauhan, Directors who had
joined as pane list were a lso Members of the Company and will be counted for the purpose of quorum.

- 3'° Floor, A-Wing, Gopal Palace, Opposite Ocean Park, Near Nehru Nagar, Satellite
- Phone : +91 -79 4002 9806 • Web. : www.gnrl.in • Email : info@gnrl.in
CIN :- L27100GJ1991PLC016158
 ~ujarat Natural
Resources Limited

The Chairman further informed the Members that the Meeting was being held through video
conferencing, the provisions for appointment of proxies by the Members was not applicable and
documents referred to in the items in the N otice and Explanatory Statement were made avai lable
e lectronically for inspection by the Members upto the date of EOGM by sending an email to the
Company at caf.gnrl@gmail.com.

The C hairman then briefed the items forming part of the Notice of the Meeting and as provided in the
explanatory statement of the notice which were as fo llows:

Sr. Resolutions Type of Resolutions

No.
I. Regularization of Appointment of Mr. Alpesh Shantilal Special Resolution
Swadas (DIN: 09512469), as the Non-Executive
Independent Director of the Company.
2. Regul arization of Appointment of Ms. Mansi Sudhi rbhai Special Resolution
Shah (DIN: 095 12573), as the Non-Executive Independent
Director of the Company
3. Regularization of Appointment of Mr. C handrakant Special Resolution
Natubhai Chauhan (DIN: 08057354), as the Non-Executive
Independent Director of the Company
4. Regularization of Appointment of Mr. Hitesh Donga Ordinary Resolution
(DIN: 03393396), as the Non-Executive, Non-Independent
Director of the Company.

Thereafter, the Chairman took the Notice of the EOGM and the explanatory statement thereof, as
circulated earlier to all the Members of the Company, as read.

He then informed that those members who had not voted through remote e-voting facility provided by
the Company, which was available from 28'" March, 2022 to 30 1" March, 2022 were able to cast the ir
votes through e-voting facility during the EOGM and upto 15 Minutes after conclusion of the EOGM.

The Chairman informed that the Board of Directors had appointed Mr. C hintan K. Patel, Practicing
Company Secretary, Ahmedabad (Membership No. A3 l 987; COP No: 11959), to act as the
Scrutinizer for conducting the remote e-voting process and voting at the EOGM in a fai r and
transparent manner.

The Chairman further info rmed that the Company has not received any request from the shareholders
of the Company to raise query or express their views in the meeting.

He furt her informed the members that the consolidated report of remote e-voting and e-voting
conducted at the meeting wo uld be announced within 2 working days from the conclusion of the
meeting and be made available on the website of the stock exchange i.e. BSE Limited, on the website
of the Company and on the website ofNSDL.

- 3'd Floor, A-Wing, Gopal Palace, Opposite Ocean Park, Near Nehru Nagar, Satellite Road, Ahmedabad-380 015
- Phone : +91-79 4002 9806 • Web. : www.gnrl.in • Email : info@gnrl.in
CIN :-L27100GJ1991PLC016158
 ~ujarat Natural
Resources Limited

The Chairman thanked the Members for attending the Meeting and announced that 15 dedicated
minutes were provided for members to vote who were present at the meeting and have not casted their
votes through remote e-voting. T hereafter the meeting concluded at 3: 31 P.M. IST, after which 15
minutes were provided for the aforesaid e-voting at the meeting.

Kindly take the above on your record.

Yours Faithfully,

- 3'dFloor, A-Wing, Gopal Palace, Opposite Ocean Park, Near Nehru Nagar, Satellite Road, Ahmedabad-380 015
- Phone: +91 -79 4002 9806 • Web. : www.gnrl.in • Email: info@gnrl.in
GIN :- L27100GJ1991 PLC016158
 @
SAMPRE NUTRITIONS LIMITED Sy Als

31.03.2022

To
The Corporate Relationship Department
BSE Limited :
P J Towers, Dalal Street,
Mumbai-400001

Dear Sir/Madam

Sub: Intimation of (i) Extra ordinary General Meeting (EGM), (ii) other relevant
dates for E- voting.

Ref.: Scrip Code: 530617

With respect to above captioned subject, we would like to inform you that an Extra-ordinary
General Meeting of the company will be held on Tuesday, 26" April, 2022 at 10.30 A.M at
Rajadhani Hall, 1°" Floor, behind LIC Building, S.D Road, Secunderabad — 500003.

Intimation about relevant dates for E-voting:

It is to inform you that Company has fixed the following dates for remote E-voting:

e Cut off Date for the members who will be entitled for remote e-voting and voting at
the AGM: Friday, 15" April, 2022.
e Date and time for commencement of remote e-voting: Wednesday 20" April, 2022
at 10.00 A.M. ,
e Date and time for end of remote e-voting: Monday 25" April, 2022 at 5.00 P.M.

We are also attaching herewith the Notice of EGM for your reference. We further state that
the dispatch of EGM Notice through electronic mode has commenced and will be completed
before 01.04.2022.

This is for your information and dissemination. Kindly take the above on your record.

Thanking You
For SAMPRE NUTRITIONS LIMITED

B K Gurbani
Managing Director

Regd, Off & Works : Unit-1 : Plot No. 133, I.E, Medchal - 501 401. Telangana, India. Ph ; +91-8418-222428
Unit-2 : Plot No. 127, 128, Royes Building, I.E. Medchal, Malkajgiri-501 401. Telangana.
Unit-3 : Plot No. 164, IDA, Phase V, Jeedimetla, Hyderabad-500 055.
e-mail : gurbani@gurbanigroup.in, bkgurbani@gurbanigroup.in, www.gurbanigroup.in
 SAMPRE NUTRITIONS LIMITED
CIN: L15499TG1991PLC013515
Registered Office: Plot No. 133, Industrial Estate, Medchal – 501 401
Email id: gurbani@gurbanigroup.in website: www.sampreltd.com
Tel: 08418 – 222427/28 Fax: 08418 – 222429

NOTICE Only) Equity Shares of 10/- (Rupees Ten Only)

NOTICE is hereby given that the EXTRA-ORDINARY each.”
GENERAL MEETING of the Members of SAMPRE
NUTRITIONS LIMITED (the “Company”) will be held 2. TO ENHANCE THE BORROWING POWERS OF
TH
on TUESDAY, 26 APRIL, 2022 at 10:30 AM at THE BOARD:
Rajadhani Hall, 1st Floor, behind LIC Building, S.D
Road, Secunderabad – 500003 to transact the To consider and if thought fit, to pass with or without
following items of business: modification(s), the following resolution as SPECIAL
RESOLUTION:
SPECIAL BUSINESS:
1. TO INCREASE THE AUTHORISED SHARE
“RESOLVED THAT in supersession to the special
CAPITAL OF THE COMPANY AND TO AMEND
Resolution passed by the members at their meeting
THE MEMORANDUM OF ASSOCIATION OF
held on 18.12.2017 and pursuant to the provisions of
THE COMPANY:
Section 180(1)(c) and other applicable provisions, if
any, of the Companies Act, 2013 read with the
To consider and if thought fit, to pass with or without
Companies (Meetings of Board and its Powers)
modification(s), the following resolution as
Rules, 2014, including any statutory modification(s) or
ORDINARY RESOLUTION:
re-enactment(s) thereof, for the time being in force,
and the Articles of Association of the Company,
“RESOLVED THAT pursuant to provisions of Section
consent of the Members be and is hereby accorded to
61 and other applicable provisions, if any, of the
the Board of Directors of the Company (hereinafter
Companies Act, 2013 (including any amendment
referred to as “the Board” which term shall be
thereto or re-enactment thereof) and the rules framed
deemed to include any Committee of the Board), to
thereunder and pursuant to Article 3 of the Articles of
borrow any sum or sums of money from time to time
Association of the Company, consent of the members
at its discretion, for the purpose of the business of the
of the Company be and is hereby accorded for
Company, from any one or more Banks, Financial
increase in the Authorized Share Capital of the
Institutions and other Persons, Firms, Bodies
Company from 6,00,00,000 (Rupees Six Crores
Corporate, notwithstanding that the monies to be
Only) divided into 60,00,000 (Sixty Lakhs Only) Equity
borrowed together with the monies already borrowed
Shares of 10/- (Rupees Ten Only) each to
by the Company (apart from temporary loans
18,00,00,000 (Rupees Eighteen Crores Only)
obtained from the Company’s Bankers in the ordinary
divided into 1,80,00,000 (One crore Eighty Lakhs
course of business) may, at any time, exceed the
Only) Equity Shares of 10/- (Rupees Ten Only)
aggregate of the paid-up share capital of the
each ranking pari passu in all respect with the existing
Company and its free reserves (that is to say reserves
Equity Shares of the Company as per the
not set apart for any specific purpose), subject to
Memorandum and Articles of Association of the
such aggregate borrowings not exceeding the amount
Company.”
which is Rs. 100 crores (Rupees One Hundred crores
only) over and above the aggregate of the paid-up
“FURTHER RESOLVED THAT Clause V of the
share capital of the Company and its free reserves
Memorandum of Association of the Company be and
and that the Board be and is hereby empowered and
is hereby altered by substituting the existing with the
authorised to arrange or fix the terms and conditions
following new clause:
of all such monies to be borrowed from time to time
as to interest, repayment, security or otherwise as it
V) The Authorized Share Capital of the Company is
may, in its absolute discretion, think fit.”
18,00,00,000 (Rupees Eighteen Crores Only)
divided into 1,80,00,000 (One Crore Eighty Lakhs
“RESOLVED FURTHER THAT for the purpose of case of default, accumulated interest, liquidated
giving effect to this resolution, the Board be and is damages, commitment charges, premia on
hereby authorised to do all such acts, deeds, matters prepayment, remuneration of the Agent(s)/
and things as it may in its absolute discretion deem Trustee(s), premium (if any) on redemption, all other
necessary, proper, or desirable and to settle any costs, charges and expenses, including any increase
question, difficulty, doubt that may arise in respect of as a result of devaluation / revaluation / fluctuation in
the borrowing(s) aforesaid and further to do all such the rates of exchange and all other monies payable
acts, deeds and things and to execute all documents by the Company in terms of the Loan Agreement(s),
and writings as may be necessary, proper, desirable Debenture Trust Deed(s) or any other document,
or expedient to give effect to this resolution.” entered into / to be entered into between the
Company and the Lender(s) / Agent(s) / Trustee(s) /
3. TO AUTHORISE THE BOARD TO MORTGAGE Agency(ies) representing various state government
AND/OR CREATE CHARGE: and/or other agencies etc. in respect of the said loans
/ borrowings / debentures / securities / deferred sales
To consider and if thought fit, to pass with or without tax loans and containing such specific terms and
modification(s), the following resolution as SPECIAL conditions and covenants in respect of enforcement
RESOLUTION: of security as may be stipulated in that behalf and
agreed to between the Board and the Lender(s) /
“RESOLVED THAT in supersession of Special Agent(s) / Trustee(s) / State Government(s) /
Resolution passed by the members at their meeting Agency(ies), etc.”
held on 18.12.2017 and pursuant to the provisions of
Section 180(1)(a) and other applicable provisions, if “RESOLVED FURTHER THAT the securities to be
any, of the Companies Act, 2013 (“the Act”) read with created by the Company as aforesaid may rank prior /
the Companies (Meetings of Board and its Powers) pari passu / subservient with / to the mortgages and
Rules, 2014 including any statutory modification(s) or /or charges already created or to be created in future
re-enactment(s) thereof, for the time being in force, by the Company or in such other manner and ranking
and the Articles of Association of the Company, as may be thought expedient by the Board and as
consent of the Members be and is hereby accorded to may be agreed to between the concerned parties.
the Board of Directors of the Company (hereinafter
referred to as “the Board” which term shall be “RESOLVED FURTHER THAT for the purpose of
deemed to include any Committee of the Board) for giving effect to this resolution, the Board be and is
creation of charge / mortgage / pledge / hypothecation hereby authorised to finalize, settle, and execute such
/ security in addition to existing charge / mortgage / documents / deeds / writings / papers / agreements
pledge / hypothecation / security, in such form and as may be required and to do all such acts, deeds,
manner and with such ranking and at such time and matters and things, as it may in its absolute discretion
on such terms as the Board may determine, on all or deem necessary, proper or desirable and to settle any
any of the moveable and / or immovable properties, question, difficulty or doubt that may arise in regard to
tangible or intangible assets of the Company, both creating mortgages / charges as aforesaid.”
present and future and / or the whole or any part of
the undertaking(s) of the Company, as the case may 4. TO ISSUE EQUITY SHARES ON RIGHT OFFER
be in favour of the Lender(s), Agent(s) and BASIS:
Trustee(s), for securing the borrowings availed / to be
availed by the Company by way of loan(s) (in foreign To consider and if thought fit, to pass with or without
currency and / or rupee currency) and securities modification(s), the following resolution as
(comprising fully / partly convertible debentures ORDINARY RESOLUTION:
and/or non convertible debentures or other debt
instruments), issued / to be issued by the Company, “RESOLVED THAT pursuant to the provisions of
subject to the limits approved under Section 180(1)(c) Section 62, Section 23(1)(c) and other applicable
of the Act together with interest at the respective provisions of the Companies Act, 2013, along with the
agreed rates, additional interest, compound interest in rules made thereunder, each as amended
("Companies Act”) and in accordance with the
provisions of the Memorandum of Association and the Place: Medchal
Articles of Association of the Company, the Securities Date: 30.03.2022
and Exchange Board of India (Issue of Capital and Sd/-
Disclosure Requirements) Regulations, 2018, as B K GURBANI
amended (“SEBI ICDR Regulations’), the Securities MANAGING DIRECTOR
Contracts (Regulation) Act, 1956, as amended, the DIN: 00318180
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
NOTES:
Regulations, 2015, as amended, the Foreign
Exchange Management Act, 1999, as amended, 1. A MEMBER ENTITLED TO ATTEND AND VOTE
rules, regulations made thereunder and any other IS ENTITLED TO APPOINT A PROXY TO
provisions of applicable law, and subject to other ATTEND AND VOTE ON HIS / HER BEHALF
approvals, permissions and sanctions of Securities AND THE PROXY NEED NOT BE A MEMBER
and Exchange Board of India ("SEBI”), the stock OF THE COMPANY. Pursuant to the provisions
exchange where the equity shares of the Company of Section 105 of the Companies Act, 2013, a
(“Equity Shares”) are listed (the “Stock Exchange”), person can act as a proxy on behalf of not more
than 50 members and holding in aggregate not
the Reserve Bank of India, the Ministry of Corporate
more than 10% of the total Share Capital of the
Affairs, the Government of India and any other
Company. Members holding more than 10% ten
concerned Statutory or regulatory authorities, if and to
percent of the total Share Capital of the Company
the extent necessary, and such other approvals,
may appoint a single person as proxy, who shall
permissions and sanctions as may be necessary and
not act as a proxy for any other Member.
subject to such conditions and modifications as may
be prescribed or imposed in granting of such Corporate members intending to send their
approvals, permissions and sanctions by any of the authorized representatives to attend the meeting
aforesaid authorities, the consent of the members of are requested to send a certified copy of Board
the Company be and is hereby accorded to Board of Resolution to the Company, authorizing their
Directors of the Company (“Board”) to offer, issue and representative to attend and vote on their behalf
allot upto 96,40,000 Equity Shares of Rs. 10 each at a at the meeting.
issue price of 15/- (Rupees Fifteen Only) each
aggregating up to 1446 Lakhs by way of a rights The instrument of Proxy, in order to be effective,
issue to the existing shareholders of the Company in should be deposited at the Registered Office of
the Company, duly completed and signed, not
the ratio of 2 (Two) Equity Shares for every 1(one)
later than 48 hours before the commencement of
Equity Share held by the shareholders on a record
the meeting. A proxy form is annexed to this
date (“Shareholders”), as may be decided by Board to
report. Proxies submitted on behalf of limited
be decided at a later date on such other terms and
companies, societies, etc., must be supported by
conditions as may approved by the board in respect an appropriate resolution / authority, as
of the Rights Issue, to list the Equity Shares allotted applicable.
pursuant to the rights Issue, on the Stock Exchange
and on such other terms and conditions as may be 2. An Explanatory Statement pursuant to the
mentioned in the Issue Documents.” provisions of Section 102(1) of the Companies
Act, 2013 is forming part of this Notice.
“RESOLVED FURTHER THAT all Securities so
offered issued and allotted by way of the Rights Issue 3. The Register of Members and Share Transfer
shall be subject to the provisions of the Memorandum Books of the Company will be remained closed
of Association and the Articles of Association of the from Saturday, 23rd April, 2022 to Tuesday, 26th
April, 2022.
Company.”

4. Members/Proxies should bring the duly filled

BY ORDER OF THE BOARD
Attendance slip enclosed herewith to attend the
For SAMPRE NUTRITIONS LIMITED
Meeting.
 ordinary general meeting by electronic mode.
5. Notice of EGM of the Company, Attendance Slip, Accordingly electronic copy of the Notice of the
Proxy Form, along-with other relevant documents EGM of the Company, inter alia, indicating the
and registers are open for inspection by the process and manner of e-voting along with
members at the Registered Office of the Attendance Slip and Proxy Form are being sent
Company during working hours between 9.30 to all the members whose email ID's are
a.m. and 1.00 p.m. on all working days up to the registered with the Company/Depository
date of the EGM. Participant(s) for communication purposes unless
any member has requested for a hard copy of the
6. The members are requested to address all their same. Green Initiative soft copies of EGM Notice
communications to M/s. Big Share Services Pvt being sent to all those shareholders though e-
Ltd, Hyderabad, the common agency to handle mail address for the said purpose. Members are
electronic connectivity and the shares in physical requested to support this green initiative by
mode or at the Corporate Office of the Company registering/ updating their e-mail addresses for
for prompt redressal. receiving electronic communications.

7. Members who are still holding shares in physical

13. Voting through electronic means:
form are advised to dematerialize their
shareholding to avail of the benefits of
dematerialization which include easy liquidity I. Pursuant to the provisions of Section 108 of the
since trading is permitted only in dematerialized Companies Act, 2013 read with Rule 20 of the
form, electronic transfer, savings in stamp duty, Companies (Management and Administration)
prevention of forgery, etc.
Rules, 2014 (as amended) and Regulation 44 of
8. To promote green initiative, members are SEBI (Listing Obligations & Disclosure
requested to register their e-mail addresses Requirements) Regulations 2015 (as amended),
through their Depository Participants for receiving and the Circulars issued by the Ministry of
the future communications by e-mail. Members
Corporate Affairs dated April 08, 2020, April 13,
holding the shares in physical form may register
their e-mail addresses through the RTA, giving 2020 and May 05, 2020 the Company is providing
reference of their Folio Number. facility of remote e-Voting to its Members in
respect of the business to be transacted at the
9. In line with the MCA Circulars, the Notice calling EGM. For this purpose, the Company has
the EGM has been uploaded on the website of entered into an agreement with National
the Company at www.sampreltd.com. The Notice Securities Depository Limited (NSDL) for
can also be accessed from the websites of the facilitating voting through electronic means, as
Stock Exchanges i.e. BSE Limited at the authorized agency.
www.bseindia.com and on the website of NSDL
(agency for providing the Remote e-Voting II. The facility of voting through ballot paper will also
facility) i.e. www.evoting.nsdl.com. be made available at the EGM and members
attending the EGM, who have not already cast
10. Shareholders who would like to express their their votes by remote e-voting shall be able to
views/have questions may send their questions in exercise their right at the EGM through ballot
advance mentioning their name demat account paper. Members who have already cast their
number/folio number, email id, mobile number at votes by remote e-voting prior to the EGM may
vamshi@gurbanigroup.in. The same will be attend the EGM but shall not be entitled to cast
replied by the company suitably. their votes again. The Instructions for e-voting are
annexed to this Notice.
11. The Company has dedicated E-mail address
investorinfo@gurbanigroup.in for members to III. The remote e-voting period begins on
th
mail their queries or lodge complaints, if any. We Wednesday, 20 April, 2022 at 10:00 A.M. and
will endeavour to reply to your queries at the ends on Monday, 25th April, 2022 at 5:00 P.M.
earliest. The remote e-voting module shall be disabled by
NSDL for voting thereafter.
12. In terms of section 101 of the Companies Act,
2013 read with the Rules made thereunder, the
listed companies may send the notice of extra-
IV. The Members, whose names appear in the Meeting held on 10th March, 2022, had accorded its
Register of Members / Beneficial Owners as on approval for increasing the Authorized Share Capital
the record date (cut-off date) i.e. Friday, 15th 6,00,00,000 (Rupees Six Crores Only) divided into
April, 2022 may cast their vote electronically. The 60,00,000 (Sixty Lakhs Only) Equity Shares of 10/-
voting right of shareholders shall be in proportion (Rupees Ten Only) each to 18,00,00,000 (Rupees
to their share in the paid-up equity share capital
th Eighteen Crores Only) divided into 1,80,00,000 (One
of the Company as on the cut-off date, being 15
Crore Eighty Lakhs Only) Equity Shares of 10/-
April 2022.
(Rupees Ten Only) each ranking paripassu with the
existing Equity Shares in all respects as per the
V. The Company has appointed Mr. Vasanth Kumar
Bajaj, FCS6868, Practicing Company Secretary Memorandum and Articles of Association of the
to act as Scrutinizers, to scrutinize the remote e- Company subject to shareholders approval.
voting process and ballot or polling paper voting
process at the meeting in a fair and transparent The increase in the Authorized Share Capital as
manner aforesaid would entail consequential alteration of the
existing Clause V of the Memorandum of Association
VI. The Scrutinizer shall, immediately after the of the Company.
conclusion of voting at the EGM, count the votes
cast at the EGM and thereafter unblock the votes Hence the proposal for increase in Authorized Share
cast through remote e-voting in the presence of Capital and amendment of Memorandum of
at least 2 witnesses not in employment of the
Association of the Company requires approval of
Company. The Scrutinizer shall submit a
members at a general meeting.
consolidated Scrutinizer’s Report of the total
votes cast in favour or against, if any, not later
A copy of the Memorandum of Association of the
than 3 days after the conclusion of the EGM to
the Chairman of the Company. The Chairman, or Company duly amended will be available for
any other person authorised by the Chairman, inspection in the manner provided in the note no. 5 to
shall declare the result of the voting forthwith. The this Notice.
result declared along with the consolidated
Scrutinizer’s Report shall be placed on the None of the Directors or Key Managerial Personnel of
Company’s website www.sampreltd.com under the Company or their respective relatives are in any
the section ‘Investor Relations’ and on the way concerned or interested, financially or otherwise
website of NSDL immediately after the result is in the said resolution except to the extent of their
declared by the Chairman and the same shall be shareholding in the Company.
simultaneously communicated to the BSE
Limited. Item No. 2 & 3:
In terms of the provisions of Section 180(1) (c) of the
VII. The resolution shall be deemed to be passed on
Companies Act, 2013, the Board of Directors of the
the date of EGM, subject to the receipt of
Company cannot, except with the consent of the
sufficient votes.
Company in General Meeting, borrow moneys, apart
from temporary loans obtained from the Company's
EXPLANATORY STATEMENT UNDER SECTION
bankers in the ordinary course of business, in excess
102 OF THE COMPANIES ACT, 2013:
of aggregate of the paid-up capital and its free
reserves (reserves not set apart for any specific
Item No. 1:
purpose).
The present Authorized Share Capital of the
Company is Rs. 6,00,00,000 (Rupees Six Crores)
Considering the Company's future growth plans and
comprising of 60,00,000 (Sixty Lakhs) Equity Shares
to meet the increased requirement of funds for capital
of Rs.10/- each.
investment and working capital requirement, it is
necessary to obtain the approval of the members for
In order to facilitate funding long term capital
borrowing monies in excess of aggregate of the paid-
requirements of the Company, the Board at its
up capital of the Company and its free reserves and
to secure the re-payment up to Rs.100 Crores
thereof. To meet the long term capital requirement, The
resolution No. 4 contained in the agenda of the Notice
Further as per the provisions of Section 180(1)(a) of is an enabling resolution to enable the Company to
the Companies Act, 2013, a company cannot sell, create, offer, issue and allot Equity Shares on right
lease or otherwise dispose of the whole or offer basis to an extent of 1446 Lakhs subject to
substantially the whole of the undertaking of the meeting of various regulatory requirements and the
Company or where the Company owns more than Securities issued pursuant to the offering(s) would be
one undertaking, of the whole or substantially the listed on the Indian stock exchanges.
whole of any of such undertakings, unless approval of
the Members is obtained by way of a Special Even though issue of shares through Rights Issue is
Resolution. within the powers of the Board, out of abundant
caution, the Resolution seeks to give the Board of
In view of the revision in the borrowing limit as set out Directors the powers to issue Securities in one or
in Item No.2, the Board recommends a revision in the more tranche or tranches, at such time or times, as
limit up to which charge can be created on the Board of Directors may in its absolute discretion
assets/properties in line with the revised borrowing deem fit. The detailed terms and conditions for the
limit. In connection with the loan/credit facilities offer will be determined in consultation with the
availed/to be availed by the Company, as and when Advisors, Lead Managers, Underwriters and such
required, through various sources for business other authority or authorities as may be required to be
purposes, the Company might be required to create consulted by the Company considering the prevailing
charges over its assets, properties and licenses by market conditions and other relevant factors.
way of hypothecation, mortgage, lien, pledge etc. in
favour of its lenders (up to the limits approved under The consent of the shareholders is being sought
Section 180(1)(c) of the Act), for the purposes of pursuant to the provisions of Sections 23, 42, 62 and
securing the loan/credit facilities extended by them to other applicable provisions, if any, of the Companies
the Company. Further, upon occurrence of default Act, 2013 and the Rules made thereunder; Chapter VI
under the relevant Loan/facility agreements and other of the ICDR Regulations and in terms of the
documents as may be executed by the Company with provisions of the Securities and Exchange Board of
the lenders, the lenders would have certain rights in India (Listing Obligations and Disclosure
respect of the Company's assets, properties and Requirements) Regulations, 2015.
licenses including the rights of sale/disposal thereof,
creation of charge/s as aforesaid and enforcement of In light of above, members are requested to accord
assets by the Company's lenders upon occurrence of approval to the ordinary Resolution as set out of the
default would amount to a sale/disposal of the whole accompanying Notice.
or substantially the whole of the undertaking of the
Company, pursuant to the provisions of Section None of the Directors or Key Managerial Personnel of
180(1)(a) of the Act. the Company or their respective relatives, are in any
way concerned or interested, financially or otherwise
Accordingly, the Board recommends the Special in the said resolution except to the extent of their
Resolution set forth in Item No. 2 & 3 of the Notice for shareholding in the Company.
approval of the Members. BY ORDER OF THE BOARD
For SAMPRE NUTRITIONS LIMITED
None of the Directors or Key Managerial Personnel of
the Company or their respective relatives, are in any Place: Medchal
way concerned or interested, financially or otherwise Date: 30.03.2022
Sd/-
in the said resolution except to the extent of their
B.K.GURBANI
shareholding in the Company.
MANAGING DIRECTOR
DIN: 00318180
Item No. 4:
 SAMPRE NUTRITIONS LIMITED
CIN: L15499TG1991PLC013515
Plot No. 133, Industrial Estate, Medchal – 501 401
Email id: gurbani@gurbanigroup.in website: www.sampreltd.in
Tel: 08418 – 222427/28 Fax: 08418 – 222429

ATTENDANCE SLIP

EXTRA-ORDINARY GENERAL MEETING

TH
TUESDAY, 26 April, 2022 AT 10:30 A.M.

REGISTERED Folio No. / Demat Account No. (Client

ID)

DP ID No.

Name of Shareholder

Number of Shares held

I / We hereby record my / our presence at the Extra-ordinary General Meeting of the company at Rajadhani
st
Hall, 1 Floor, behind LIC Building, S.D Road, Secunderabad – 500003.

Shareholder’s / Proxy’s Signature

Share holder or Proxy holder attending this meeting requested to bring this attendance slip to the meeting
and hand over at the entrance duly filed and signed
 SAMPRE NUTRITIONS LIMITED
CIN: L15499TG1991PLC013515
Plot No. 133, Industrial Estate, Medchal – 501 401
Email id: gurbani@gurbanigroup.in website: www.sampreltd.in
Tel: 08418 – 222427/28 Fax: 08418 – 222429

Form No MGT -11

Proxy Form

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

Name of the Member(s)

Registered address

E-mail ID
Folio No. / DP ID and Client ID

I/We, being the Member(s) ____ of shares of the above named Company, hereby appoint

Name: E-mail ID:

address: Signature:

Or failing him/her

Name: E-mail ID:

Address: Signature:

as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the Extra-Ordinary
th
General Meeting of the Company, to be held on Tuesday, 26 April, 2022 at 10:30 A.M. at Rajadhani Hall,
st
1 Floor, behind LIC Building, S.D Road, Secunderabad – 500003 and at any adjournment thereof in respect
of such resolutions as are indicated below:

Reso. Description Vote

No. Yes/No
1. To increase the authorized share capital of the company and to amend the
Memorandum of Association of the company
2. To enhance the borrowing powers of the board
3. To authorize the board to mortgage and/or create charge
4. To Issue equity shares on Rights offer basis

Signed this day of April, 2022.

Affix
Signature of shareholder Rs. 1/-
Revenue
Stamp
Signature of Proxy holder(s)

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the meeting.
2. For the resolutions, Explanatory Statement and Notes, please refer to the Notice of the Extra-Ordinary
General Meeting.
 THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

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 to
Individual shareholders holding securities in demat mode are allowed to vote through their demat account
maintained with Depositories and Depository Participants. Shareholders are advised to update their
mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of Login Method

shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
Shareholders https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-
holding Services home page click on the “Beneficial Owner” icon under “Login” which is
securities in available under ‘IDeAS’ section , this will prompt you to enter your existing User ID
demat mode and Password. After successful authentication, you will be able to see e-Voting
with NSDL. services under Value added services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click on company name
or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting
website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.

2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

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
i.e. 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.

4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”

facility by scanning the QR code mentioned below for seamless voting experience.
Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user id
Shareholders and password. Option will be made available to reach e-Voting page without any
holding further authentication. The URL for users to login to Easi / Easiest are
securities in https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on
demat mode New System Myeasi.
with CDSL
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 You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging
(holding in, you will be able to see e-Voting option. Click on e-Voting option, you will be
securities in redirected to NSDL/CDSL Depository site after successful authentication, wherein you
demat mode) can see e-Voting feature. Click on company name or e-Voting service provider i.e.
login through NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
their depository during the remote e-Voting period or joining virtual meeting & voting during the
participants 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 above mentioned 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 Members facing any technical issue in login can contact NSDL
securities in demat mode with 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 Members facing any technical issue in login can contact CDSL
securities in demat mode with CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or
022-23058542-43

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

5. 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 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.

6. 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.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding
shares and whose voting cycle 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
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
cs@vkbajajassociates.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other
than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority
Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in
their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful
attempts to key in the correct password. In such an event, you will need to go through the “Forgot User
Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to
reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-
voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on
toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to evoting@nsdl.co.in or Mr. Vamshi ,
CFO, at telephone nos. 08418-222428 or at e-mail ID vamshi@gurbanigroup.in.

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 vamshi@gurbanigroup.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
vamshi@gurbanigroup.in. If you are an Individual shareholders holding securities in demat mode, you are
requested to refer to the login method explained at step 1 (A) i.e.Login method for e-Voting for
Individual shareholders holding securities in demat mode.

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.

By Order of the Board

For SAMPRE NUTRITIONS LIMITED

Place: Medchal
Date: 30.03.2022
Sd/-
BRAHMA GURBANI
Managing Director