Explanatory Statement (Section 102)

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

The Company presently holds [FIGURE] Ordinary Equity Shares in [Foreign Subsidiary Name] as part of its investments.

After reviewing the Company’s financial position and future plans, the Board of Directors believes that it would be beneficial to sell this investment, either fully or partially. This step will help the Company unlock the value of this investment, strengthen its liquidity position, and allow the funds to be used more effectively in core business activities or other suitable opportunities.

Under the provisions of Section 180(1)(a) of the Companies Act, 2013, such a transaction may require approval of the shareholders by way of a Special Resolution. Therefore, the Board, at its meeting held on [DATE] approved the proposal subject to your approval.

The Board believes that this decision is in the best interest of the Company and its stakeholders and recommends that you approve the resolution.

None of the Directors or Key Managerial Personnel (KMP), or their relatives, have any financial or other interest in this proposal, except to the extent of their shareholding, if any, in the Company.

The Company currently holds [FIGURE] Ordinary Equity Shares in [Foreign Subsidiary Name] as part of its investments.

Over time, the Board has reviewed this investment along with the Company’s business plans and financial position. After considering various factors, the Board feels that it would be a good time to exit this investment, either fully or partly, depending on what works best at the time of the transaction.

Selling or transferring these shares will help the Company free up funds and use them more effectively in its main business or other opportunities that may arise.

As per Section 180(1)(a) of the Companies Act, 2013, this kind of transaction requires approval of the shareholders. Accordingly, the Board approved the proposal at its meeting held on [DATE] subject to your approval.

The Board believes this is a practical and beneficial step for the Company and recommends that you approve the resolution.

None of the Directors, Key Managerial Personnel, or their relatives have any interest in this matter, except to the extent of their shareholding, if any.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM No. 1: APPROVAL FOR DISINVESTMENT OF EQUITY SHARES OF M/S. [FOREIGN SUBSIDIARY NAME]

The Company is currentlyholding [FIGURE] Ordinary Equity Shares in [Foreign Subsidiary Name] as part of its investments. situated in The Netherlands

The Board has been reviewing this investment from time to time, considering the Company’s present business expansion plans in India and future financial commitments in align with current situations in Middle east tensions and escalations, the Board of Directors decided to disinvest its entire investment from the Foreign Entity.

The Disinvestment will assist Company to strengthen the liquidity position in near future and allows the Board to work more effectively towards Company’s current requirements.

As per the Provisions of section 180(1)(a) of the Companies Act, 2013, approval of the members is requiredpurpose. The Board has already considered and approved the same at its meeting held on [DATE] subject to for the of Partial or full Disinvestment of its assetsthe approval of Members in the ensuing General Meeting.

The Board of Directors is of the view that this would be beneficial for the Company and therefore recommends the resolution for your approval.

None of the Directors, Key Managerial Personnel or their relatives are concerned or interested in this resolution, except to the extent of their shareholding, if any.

The Board recommends the resolution set out at Item No. 1 for approval of the members as a Special Resolution.

FOR [COMPANY NAME]

[DIRECTOR NAME]

DIRECTOR

DIN: [●]

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

The Company is holding [FIGURE] Ordinary Equity Shares in [Foreign Subsidiary Name] as part of its investments.

The Board has been reviewing this investment from time to time, and while considering the current global economic situation & Company’s plan to expand its projects / Operations in India, it was felt that it may be appropriate to sell or transfer this investment, either fully or partly, depending on the terms available at the time.

This step will help the Company to strengthen its liquidity and allow the funds to be used more effectively with the Company’s current requirements.

As per the Provisions of section 180(1)(a) of the Companies Act, 2013, approval of the members is required. The Board has already considered and approved the same at its meeting held on [DATE] subject to your approval.

The Board is of the view that this would be beneficial for the Company and therefore recommends the resolution for your approval.

None of the Directors, Key Managerial Personnel or their relatives are concerned or interested in this resolution, except to the extent of their shareholding, if any.

FOR [COMPANY NAME]

[DIRECTOR NAME]

DIRECTOR

DIN: [●]