SAKUMA EXPORTS LIMITED

CIN: L51909MH2005PLC155765

Registered Office: Aurus Chamber, A 301, Near Mahindra Tower, S S Amrutwar Lane, Worli, Mumbai 400013;
Website: www.sakumaexportsltd.com; Email: info@sakumaexportsltd.com;
Tel:; + 91 22 35211005 Fax: 022 2499 9024 / 27

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that an Extra-Ordinary General Meeting (“EGM”) of Sakuma Exports Limited (“Company”) will be held on
Wednesday, 31st July, 2024 at 02.00 p.m. (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (‘OAVM’), as
per the detailed instructions stated hereinafter, to transact the following business:

SPECIAL BUSINESS:

ITEM NO. 1:

Increase of Authorised Share Capital and the Consequent Amendment to Memorandum of Association of the Company:

To consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, under the Companies
Act, 2013 (“the Act”), (including any amendment thereto or re-enactment thereof), enabling provisions of the Articles of Association
of the Company and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), or any other applicable laws for the time being in force, the approval
of the Members of the Company be and is hereby accorded to increase of authorized share capital from Rs. 40,00,00,000/-
(Rupees Forty Crores Only) divided into 40,00,00,000 (Forty Crores) equity shares of face value Re. 1/- per share to Rs.
275,00,00,000/- (Rupees Two Hundred Seventy-Five Crores Only) divided into 275,00,00,000 (Two Hundred Seventy-Five
Crores) Equity Shares of Re. 1/- (Rupees One only) each ranking pari passu in all respect with the existing equity shares of the
Company.

RESOLVED FURTHER THAT pursuant to Section 13, 15 and other applicable provisions of the Companies Act, 2013 (including
any amendment thereto or re-enactment thereof) read with Rules framed thereunder, consent of the Members of the Company
be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its
place, the following:

“V. The Authorised Share Capital of the Company is Rs. 275,00,00,000/- (Rupees Two Hundred Seventy-Five Crores Only)
divided into 275,00,00,000 (Two Hundred Seventy-Five Crores Only) Equity Shares of Re. 1/- (Rupees Ten only) each.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or
any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things
whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or
doubts that may arise in this regard.”

ITEM NO. 2:

Issue of Bonus Shares:

To consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act,
2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (“SEBI”)
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”), the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the

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Reserve Bank of India (“RBI”) from time to time, the enabling provisions of the Articles of Association of the Company and subject
to such approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities and
subject to such terms and modifications, if any, as may be specified while according such approvals and subject to acceptance of
such conditions or modifications by the Board of Directors of the Company, consent of the Members be and is hereby accorded
to the Board of Directors of the Company (‘the Board’, which term shall include any Committee authorized by the Board to
exercise its powers including powers conferred on the Board by this resolution) for capitalization of such sums standing to the
credit of the, Capital redemption Reserves, Securities Premium Account, and General Reserves account as on March 31, 2024,
for the purpose of the issue of bonus equity shares of ₹ 1 each, credited as fully paid-up equity shares to the holders of the
existing equity shares of the Company in the proportion of , 4 (Four) new fully paid-up Equity Shares of Re. 1/- (Rupee One only)
each for every 1 (One) existing fully paid-up Equity Share of Re. 1/- (Rupee One only) each held by the Members, whose names
appear in the Register of Members on a ‘Record Date’ to be determined by the Board (including any committee thereof) for this
purpose and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the
paid-up capital of the Company held by each such Member.

RESOLVED FURTHER THAT the bonus shares so issued upon allotment shall rank pari passu in all respects with the existing
fully paid-up equity shares of the Company as on the record date and the same shall be subject to the terms and conditions
contained in Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the New Equity Shares will be credited in electronic form to the Demat accounts of the shareholders
who hold the existing equity shares in electronic form and in the case of Members who hold equity shares in physical form, the
new share certificate(s) in respect of the bonus equity shares shall be dispatched, within such time as prescribed by law and the
relevant authorities.

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non-Resident
Indians (NRIs), Foreign Institutional Investors (FIIs) and other Foreign Investors, be subject to the approval of RBI or any other
regulatory authority, if required.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such bonus equity
shares on the Stock Exchanges where the shares of the Company are presently listed as per the provisions of the SEBI Listing
Regulations and other applicable regulations, rules and guidelines.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or
any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things
whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or
doubts that may arise in this regard.”

ITEM NO. 3:

Increase in limit of total shareholding of all Registered Foreign Portfolio Investors (FPIs) / Registered Foreign Institutional
Investors (FIIs) put together up to 49% of the paid-up equity share capital of the Company

To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the applicable provisions of Foreign Exchange Management Act, 1999, as amended (“FEMA”),
Foreign Exchange Management (Non-debt Instruments) Rules, 2019, which came into force with effect from October 17,
2019, and the Consolidated FDI Policy Circular of 2017, as amended, the Companies Act, 2013, as amended, and the rules
and regulations made thereunder (collectively referred to as the “Companies Act”) and subject to all applicable approvals,
permissions and sanctions of the Reserve Bank of India (“RBI”), the Ministry of Finance, the Ministry of Corporate Affairs,
Government of India and other concerned authorities and subject to such conditions as may be prescribed by any of the said
concerned authorities while granting such approvals, permissions or sanctions which may be agreed to by the board of directors
of the Company (“Board”), the limit of investment by foreign portfolio investors in the equity shares of face value of ₹ 1 each
of the Company, including, without limitation, by subscription in the initial public offering in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, or direct purchase or
acquisition from the open market or otherwise, is increased to 49% of the paid-up equity share capital of the Company, provided
however that the shareholding of each foreign portfolio investor in the Company shall not exceed limit as may be stipulated by
RBI in each case, from time to time.”

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RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company, be and are hereby severally
authorised to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to
settle all matters arising out of and incidental thereto and to sign and to execute deeds, applications, documents and file returns
with Registrar of Companies, as may be required, on behalf of the Company and generally to do all such acts, deeds, matters
and things as may be necessary, proper, expedient or incidental for giving effect to the resolution.”

ITEM NO. 4:

To Consider and Approve Raising of Funds through Issuance of Equity Shares of the Company by way of a Qualified
Institutions Placement (“QIP”)

To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution:

“RESOLVED THAT, pursuant to and in accordance with the applicable provisions of Sections 23, 42, 62, and other applicable
provisions of the Companies Act, 2013, as amended, (the “Companies Act”) and the rules framed thereunder, including the
Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules,
2014, including any amendment(s) thereto or re-enactment(s) thereof for the time being in force, all other applicable laws,
rules and regulations, the Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder, including
the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, each as amended from time to time (collectively,
“FEMA”), the relevant provisions of the memorandum and articles of association of the Company, applicable provisions of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the
“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the listing agreements entered into by the Company with the BSE Limited (“BSE”), National
Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”) where the equity shares of the Company
of face value of ₹ 1/- each (“Equity Shares”) are listed and such other statutes, clarifications, rules, regulations, circulars,
notifications, guidelines, if any, as may be applicable, as amended from time to time issued by the Government of India (“GoI”),
the Ministry of Corporate Affairs (“MCA”), the Reserve Bank of India (“RBI”), BSE, NSE, Registrar of Companies, Maharashtra
at Mumbai (“RoC”), the Securities and Exchange Board of India (“SEBI”) and any other appropriate governmental or regulatory
authority and subject to all other approval(s), consent(s), permission(s) and / or sanction(s) as may be required from various
regulatory and statutory authorities, including the GoI, RBI, SEBI, MCA, RoC and the Stock Exchanges (hereinafter referred
to as “Appropriate Authorities”), and subject to such terms, conditions and modifications as may be prescribed by any of the
Appropriate Authorities while granting such approval(s), consent(s), permission(s) and/ or sanction(s), which may be agreed
to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and
include any duly constituted committee thereof for the time being exercising the powers conferred by the Board), Consent and
approval of the members of the Company be and is hereby accorded to create, offer, issue and allot such number of Equity
Shares for cash, at such price or prices as the Board may deem fit, including a discount of up to 5 (five) per cent on the floor
price calculated as per Regulation 176 of SEBI ICDR Regulations, such that the total amount to be raised through the issue of
Equity Shares shall not exceed ₹ 500 crores, inclusive of such premium as may be fixed on the Equity Shares, to be subscribed
to by qualified institutional buyers as defined in the SEBI ICDR Regulations as may be deemed appropriate by the Board in its
absolute discretion in consultation with the Book Running Lead Managers and whether or not such investors are members of
the Company (collectively called “Investors”), by way of private placement through one or more qualified institutions placement
(“QIP”) in accordance with Chapter VI of the SEBI ICDR Regulations, by way of one or more issuances of Equity Shares with or
without premium, through preliminary placement document, placement documents, and/or such other permissible documents in
accordance with applicable law, on such terms and conditions, considering the prevailing market conditions and other relevant
factors wherever necessary, as the Board may determine in consultation with the book running lead manager(s) to be appointed
for the QIP (“BRLM(s)”), including, without limitation, the total number of Equity Shares to be issued, date of opening of the issue,
and other terms as may be required.

RESOLVED FURTHER THAT the issue and allotment of Equity Shares by way of QIP(s) in terms of Chapter VI of the SEBI
ICDR Regulations shall be subject to the following:

1. the allotment of Equity Shares shall only be to successful eligible qualified institutional buyers as defined in the SEBI ICDR
Regulations;

2. the Equity Shares to be so created, offered, issued and allotted, shall be subject to the provisions of the memorandum and
articles of association of the Company;

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3. the allotment of the Equity Shares shall be completed within 365 days from the date of passing of the special resolution of
the shareholders of the Company or such other time as may be allowed under the SEBI ICDR Regulations;

4. the Equity Shares shall only be allotted as fully paid up Equity Shares;

5. Equity Shares issued through the QIP shall rank pari passu in all respects with the existing Equity Shares of the Company,
in all respects including with respect to entitlement to dividend;

6. the “relevant date” for the purpose of pricing of the Equity Shares to be issued, shall be the date of the meeting in which the
Board or the committee of directors authorized by the Board decides to open the proposed QIP;

7. No single allottee shall be allotted more than 50% of the size of a QIP and the minimum number of allottees shall be in
accordance with the SEBI ICDR Regulations;

8. The QIP shall be at such price which is not less than the price determined in accordance with the pricing formula provided
in Chapter VI of the SEBI ICDR Regulations (the “QIP Floor Price”), provided that the Board may, in consultation with
the BRLMs, offer a discount of not more than 5% (five percent) on the QIP Floor Price or such other discount as may be
permitted under SEBI ICDR Regulations to the QIP Floor Price;

9. The Equity Shares allotted in the QIP shall not be eligible for sale by the respective allottees, for a period of one year from
the date of allotment, except on a recognized stock exchange or except as may be permitted from time to time by the SEBI
ICDR Regulations; and

10. The Company shall not undertake any subsequent qualified institutions placement until the expiry of two weeks or such
other time as may be prescribed in the SEBI ICDR Regulations, from the date of the QIP.

RESOLVED FURTHER THAT, pending utilization of the proceeds from the QIP, the Company shall inter alia invest such
proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or in
short-term debt or long-term debt or such other methods as per applicable law.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board in consultation with the BRLM(s), advisors,
industry consultants, chartered engineers, monitoring agency, escrow bank(s), independent chartered accountants and/or other
intermediaries as may be appointed in relation to the issue of Equity Shares, be and is authorized to take all actions and do all
such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or
any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things
whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or
doubts that may arise in this regard.”

ITEM NO. 5:

Approval of Limits for Making Investment, Loans, Guarantees and Security under Section 186 of the Companies Act,
2013
To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings
of Board and its Powers) Rules, 2014 as amended from time to time and other applicable provisions of the Companies Act, 2013
(including any amendment thereto or re-enactment thereof for the time being in force), if any, approval of the Members be and is
hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to
include any committee which the Board may have constituted or shall hereinafter constitute to exercise its powers including the
powers conferred by this resolution) to (a) give any loan to any person(s) or any other body corporate(s); (b) give any guarantee
or provide security in connection with a loan to any person(s) or other body corporate(s); and (c) acquire by way of subscription,
purchase or otherwise, securities of any other body corporate whether in direct / step down subsidiaries and whether situated in
India or abroad, from time to time, in one or more tranches, in excess of the limits stipulated in Section 186(2) of the Companies
Act, 2013, as the Board may in its absolute discretion deem beneficial and in the interest of the Company, up to an amount not
exceeding ` 600 Crores (Rupees Six Hundred Crores Only) over and above the limit of sixty per cent of the paid-up share capital,
free reserves and securities premium account of the Company or one hundred per cent of free reserves and securities premium
account of the Company, whichever is more.

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RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company, be and are hereby severally
authorised to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to
settle all matters arising out of and incidental thereto and to sign and to execute deeds, applications, documents and file returns
with Registrar of Companies, as may be required, on behalf of the Company and generally to do all such acts, deeds, matters
and things as may be necessary, proper, expedient or incidental for giving effect to the resolution.”

By order of the Board

For SAKUMA EXPORTS LIMITED

Sd/-
Saurabh Malhotra
Managing Director

Place: Mumbai
Date: 1st July,2024

NOTES:

1. The Explanatory Statement pursuant to the provisions of section 102 of the Companies Act,2013 (“the Act”), in respect of the
special businesses mentioned in the Notice of this Extra- Ordinary General Meeting (“EGM”) (“Notice”) is annexed hereto.

2. Pursuant to General Circular No.11/2022 dated December 28, 2022 and General Circular No.09/2023 dated September 25,
2023 issued by Ministry of Corporate Affairs (“MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD2 /CIR /P/2022/62 dated
May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 and SEBI/HO/CFD-PoD-2/P/CIR/2023/167
Dated 7th October, 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) permitted the holding
of the EGM through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with
the above and the relevant provisions of the Companies Act, 2013 (‘the Act’) and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’), the EGM of the Company is being held through VC / OAVM.

3. Since the EGM being held through VC/OAVM, the Route Map, Attendance Slip and proxy form are not attached to this
Notice.

4. The Members can join the EGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement
of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/
OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel,
the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

5. The attendance of the Members attending the EGM through VC/OAVM will be counted for reckoning the quorum under
Section 103 of the Companies Act, 2013.

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs as aforesaid, the Company
is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this
purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating
voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting
system as well as venue voting on the date of the EGM will be provided by NSDL.

7. The Notice calling the EGM has been uploaded on the website of the Company at www.sakumaexportsltd.com.The Notice
can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India
Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of
NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

8. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with
MCA Circulars and SEBI Circulars.

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9. In case of joint holders, the Member whose name appears as the first holder in the order of the names as per the Register
of Members of the Company will be entitled to vote at the meeting.

10. Pursuant to Section 72 of the Companies Act, 2013, shareholders are entitled to make nomination in respect of shares held
by them in physical form. Shareholders desirous of making nominations are requested to fill and send form 2B (Copy of
which will be made available on request).

11. In all correspondence with the company, members are requested to quote their Account/Folio numbers and in case their
shares are held in dematerialized form, they must quote their client ID number and their DPID number.

12. The Company has designated an email address, which would companysecretary@sakumaexportsltd.com enable the
members to post their grievances and monitor it’s redressed. Any member having any grievance may post the same to the
said Email address for its quick redressed.

13. SEBI has notified for compulsory trading of shares of the Company in dematerialization form so members, who have not
dematerialized their shares are advised to contact Depository Participant in this regard.

14. In terms of circulars issued by Securities Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN Card
to the Registrar and Share Transfer Agent in case of Transfer of Shares, Deletion of name, Transmission of Shares and
Transposition of Shares. Shareholders are requested to furnish copy of PAN card for all above-mentioned transactions.

15. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such
folio and send relevant share certificates to companies Registrar and Share Transfer Agent for their doing needful.

16. The Board of Directors in their meeting held on 01st July, 2024 have appointed Mr. Rajeev Bhambri, Proprietor of M/s.
Rajeev Bhambri & Associates, Practicing Company Secretaries, as the Scrutinizer, to act as Scrutinizer for conducting the
voting and E-voting process in a fair and transparent manner.

17. The Scrutinizer shall after the conclusion of voting at the EGM, will first count the votes cast at the meeting and thereafter
unblock the votes cast through remote e- voting in the presence of at least two witnesses, not in the employment of the
Company and shall make, not later than two working days of the conclusion of the EGM, a consolidated scrutinizer report of
the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign
the same and declare the result of the voting forth with.

18. The Result declared along with the report of the scrutinizer shall be placed on the website of the Company www.
sakumaexportsltd.com and on the website of E-voting NSDL the results shall simultaneously be communicated to the Stock
Exchanges.

19. The voting rights of Members shall be in proportion to their shares of the Paid-up Equity Share Capital of the Company. The
voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on cut-
off date i.e. Thursday, 25th July, 2024.

20. Any persons, who acquires shares of the Company and become member of the Company after dispatch of the notice and
holding shares as of the cut-off date i.e. Thursday, 25th July, 2024., may obtain the login ID and password by sending a
request at Issuer/ RTA.

21. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date only shall be entitled to attend the EGM.

22. A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed
to vote again at the EGM.

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

The remote e-voting period begins on Sunday, 28th July, 2024 at 9:00 A.M. and ends on Tuesday, 30th July, 2024 at 5:00
P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear
in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, 25th July, 2024, may
cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity
share capital of the Company as on the cut-off date, being Thursday, 25th July, 2024.

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

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

Step 1: Access to NSDL e-Voting system:

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in
order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https:// eservices.
holding securities in demat nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page
mode with NSDL. click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section, this will prompt you to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting 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.

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Type of shareholders Login Method

Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in demat user id and password. Option will be made available to reach e-Voting page without
mode with CDSL any further authentication. The users to login Easi /Easiest are requested to visit CDSL
website www.cdslindia.com and click on login icon & New System Myeasi Tab and then
user 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 e-voting is in progress as per the information provided by
company. On clicking the e-voting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers, 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 CDSL
website “http://www.cdslindia.com” www.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on HYPERLINK “http://www.cdslindia.
com” 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 able to see the e-Voting option where the e-voting is in
progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to
in demat mode login see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
through their depository site after successful authentication, wherein you can see e-Voting feature. Click on company
participants 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.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding securities in demat mode Members facing any technical issue in login can contact
with NSDL NSDL helpdesk by sending a request at evoting@nsdl.co.in
or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode Members facing any technical issue in login can contact
with CDSL CDSL helpdesk by sending a request at helpdesk.evoting@
cdslindia.com or contact at toll free no. 1800 22 55 33.
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.

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 EGM Notice

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 (NSDL or CDSL) Your User ID is:
or Physical
a) For Members who hold shares in demat account with 8 Character DP ID followed by 8 Digit Client ID
NSDL. For e[ample if your DP ID is IN300*** and Client ID is
12****** thenyour user ID is IN300***12******.
b) For Members who hold shares in demat account with 16 Digit Beneficiary ID
CDSL. For e[ample if your Beneficiary ID is 12************** then
your user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with
the company For example if folio number is 001*** and
EVEN is 101456 then user IDis 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 box. 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.

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 Sakuma Exports Limited

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

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and 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 and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General
Meeting”.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish
to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format)
of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies)
who are authorized to vote, to the Scrutinizer i.e. M/s Rajeev Bhambri & Associates, by e-mail to rajeev.bhambri@gmail.com
with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In
such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option
available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800
22 44 30 or send a request at evoting@nsdl.co.in

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:

4. 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 companysecretary@sakumaexportsltd.com.

5. 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 Andhra Card) to companysecretary@sakumaexportsltd.com. 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.

6. 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.

7. In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories
and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat
account in order to access e-Voting facility.

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 EGM Notice

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EOGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the EOGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EOGM through VC/OAVM facility and have not casted their
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system in the EOGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EOGM. However, they will not be eligible
to vote at the EOGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the
EOGM shall be the same person mentioned for Remote e-voting.

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

1. Member will be provided with a facility to attend the EGM/EOGM through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login,
you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested
to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/
Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User
ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote
e-Voting instructions mentioned in the notice to avoid last minute rush.

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

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members who would like to express their views or ask questions during the EOGM may register themselves as a speaker
by sending a request from their registered email address mentioning their name, DPID and CLID / Folio number, mobile
number at companysecretary@sakumaexportsltd.com. Those shareholders who have registered themselves as a speaker
latest by 11.00 a.m. on Monday, 29th July, 2024 will only be allowed to express their views or ask questions during the
EOGM.

Other Notes:

1. A person, whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the
depositories as on the cut-off date, Thursday, 25th July, 2024 shall only be entitled to remote e-voting and attend the EOGM.
The voting rights shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-
off date. A Member joining the EOGM, who have not already cast their vote by means of remote e-voting, shall be able to
exercise their right to vote through e-voting at the EOGM. A Member who have cast their vote by remote e-voting prior to the
EOGM, may also join the EOGM but shall not be entitled to cast their vote again.

2. Any person, who acquires share(s) of the Company and becomes member of the Company after dispatch of the notice of
EOGM and holding share(s) as on the cut-off date, Thursday, 25th July, 2024, may obtain the User ID and Password by
sending a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e-Voting then you
can use your existing User ID and Password to cast your vote.

3. The Board of Directors has appointed Mr. Rajeev Bhambri, Proprietor of M/s. Rajeev Bhambri & Associates, Practicing
Company Secretaries as Scrutinizers to scrutinize the voting process (including the Ballot Form received from the Members
who do not have access to the e-voting process) in a fair and transparent manner.

4. The Scrutinizer shall, after the conclusion of e-Voting at the EOGM, first download the votes cast at the EOGM and then
unblock the votes cast through remote e-Voting and shall make, a consolidated Scrutinizer’s Report. The results of the
e-Voting will be declared by the Chairman or a person authorized by him in writing within 48 hours from the conclusion of
the EOGM.

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 Sakuma Exports Limited

5. The results shall be declared not later than 48 hours from conclusion of the EOGM and the resolutions will be deemed to
be passed on the EOGM date subject to receipt of the requisite number of votes in favor of the Resolutions. The results
declared along with the Scrutinizer’s Report will be placed on the website of the Company at www.sakumaexportsltd.com
and the website of NSDL at www.evoting.nsdl.com within 48 hours from the conclusion of the EOGM and the same shall
also be simultaneously communicated to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and will
be available on their respective websites at www.nseindia.com and www.bseindia.com, where the Equity Shares of the
Company are listed and shall be displayed at the Registered Office of the Company.

By order of the Board

For SAKUMA EXPORTS LIMITED

Sd/-
Saurabh Malhotra
Managing Director

Place: Mumbai
Date: 1st July,2024

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 EGM Notice

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

ITEM NO. 1 AND 2:

The equity shares of your Company are presently listed and actively traded on the National Stock Exchange of India Limited and
BSE Limited. Over the years, the Company has performed satisfactorily well both in terms of profit and business. As on March
31, 2024 total free reserves and surplus of the Company is ₹ Rs.171.96 Crores, Security Premium Account of ₹ 85.45 Crores and
Capital Redemption Reserves Rs.10.00 Crores. With a view to capitalize the Reserves and surplus (Security Premium Account,
General Reserve, Capital Redemption Reserves and balance if any from the Retained Earnings) and to rationalize the capital
structure, and in appreciation of continuing support from shareholders of the Company, the Board of Directors at its meeting
held on July 01, 2024, subject to the consent of the Members of the Company, approved and recommended for consideration
of members, the issue of bonus equity shares of ₹ 1 (Rupees One) each credited as fully paid-up to eligible members of the
Company in the proportion of 4: 1 i.e., 4 (Four) new fully paid-up Equity Shares of Re. 1/- (Rupee One only) each for every 1
(One) existing fully paid-up Equity Share of Re. 1/- (Rupee One only) each held by them as on the record date to be fixed by the
Board (including any committee thereof), by capitalizing such sum standing credit to Reserves and surplus (Security Premium
Account, General Reserve and balance if any from the Retained Earnings) of the Company as on March 31, 2024 .

Pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and subject to
applicable statutory and regulatory approvals, the issue of bonus shares of the Company requires the approval of the Members
of the Company. Accordingly, approval of the Members of the Company is hereby sought by way of ordinary resolution as set
out in the EGM Notice.

At present, the Authorised Share Capital of your Company is of ₹ 40,00,00,000 (Rupees Forty Crore only) divided into
40,00,00,000 equity shares of ₹ 1 each and issued and subscribed capital is of ₹ 31,35,43,728 (Rupees Thirty One Crore Thirty
Five Lakh Forty Three Thousand Seven Hundred Twenty Eight only) divided into 31,35,43,728 Equity Shares of ₹ 1 each.

The Revised Authorised Share Capital consequent to the increase in authorized share capital will be ₹ 275,00,00,000 (Rupees
Two Hundred and Seventy-Five Crore only) divided into 275,00,00,000 equity shares of ₹ 1 each

The total paid up share capital post bonus issue shall be ₹ 156,77,18,640/-which shall exceed the present Authorised Share
Capital of the Company.

To accommodate the further issue of shares on account of Bonus, as mentioned in item No.2 of the Notice it is necessary to alter
the capital clause of the Memorandum of Association of the Company, as mentioned in item No.1 of the Notice.

The Record Date for the aforesaid issue of bonus shares shall be fixed by the Board (including any Committee thereof) after the
approval of the Members is obtained.

Pursuant to the provisions of Sections 13 and 61 of the Companies Act, 2013, the proposed increase of Authorized Share Capital
of the Company requires approval of the Members at a General Meeting. Consequent upon the increase in Authorized.

Share Capital of the Company, Clause V of the Memorandum of Association of the Company will require alteration so as to
reflect the increase in the Authorized Share Capital. Accordingly, approval of the Members of the Company is hereby sought by
way of ordinary resolution as set out in Item No.1 of the EGM Notice.

Pursuant to proviso to Regulation 295 of SEBI ICDR (Issue of Capital and Disclosure Requirements) Regulations, 2009, the
bonus issue shall be implemented within two months from the date of the meeting of Board of Directors wherein the decision to
announce the bonus issue was taken subject to shareholders’ approval.

Accordingly, the Company will take the requisite steps for implementing the aforesaid corporate actions on or before
30th August, 2024.

The Board of Directors recommends passing of all the Ordinary Resolutions set out in the Notice.

None of the Directors, key managerial personnel of the Company and their relatives are, concerned or interested, in these
resolutions, except to the extent of their respective shareholding, if any, in the Company. Promoter and Promoter group are
deemed to be interested to the extent of their respective shareholding, if any, in the Company.

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 Sakuma Exports Limited

ITEM NO. 3:

In terms of the Foreign Exchange Management Act, 1999, as amended, the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 (the “FEMA Rules”), the Master Direction – Foreign Investment in India issued by RBI through Master
Direction No. 11/2017-18 and the Consolidated Policy Circular of 2017, as amended (together with the FEMA Rules, the “FEMA
Laws”), the foreign portfolio investors registered with the Securities and Exchange Board of India (“SEBI”) can acquire and
hold up to an aggregate limit of 24% of the paid up equity share capital of a listed Indian company. Further, in terms of the
FEMA Rules, the FPI limit will automatically increase to the applicable sectoral limit with effect from April 1, 2020, which can
be decreased to a lower limit, as prescribed under the FEMA Rules, by a special resolution to that effect by the shareholders
prior to March 31, 2020. Considering the proposal of intending to get the shares of the Company listed, the board of directors of
the Company (“Board”) has, at its meeting held on July 01, 2024 (“Board Resolution”), proposed, subject to the approval of the
shareholders by way of a special resolution, to increase the foreign investment limit to 49% of the paid up equity share capital
of the Company.

None of the directors or the key managerial personnel, of the Company or the relatives of the aforementioned persons are
interested in the said resolution.

The Board recommends the resolutions set out at Item No.3 of the accompanying Notice for your approval as a Special
Resolution.

ITEM NO. 4:

Proposed QIP

The Company proposes to raise funds through the issuance of equity shares of face value of ₹ 1/- each of the Company (“Equity
Shares”) for an aggregate consideration of up to ₹ 500 Crores to qualified institutional buyers (as defined under Regulation
2(1)(ss) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended (the “SEBI ICDR Regulations”)), whether they are holders or not, for cash, in one or more tranches by way of
private placement being one or more qualified institutions placements (“QIP”), in terms of (a) the SEBI ICDR Regulations;
(b) applicable provisions of the Companies Act, 2013 and the applicable rules made thereunder (including the Companies
(Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), each
including any amendment(s), statutory modification(s), or re-enactment(s) thereof (“Companies Act”); and (c) other applicable
law. Accordingly, the Board, at its meeting held on 1st July, 2024, subject to the approval of the members of the Company,
approved, among others, the issuance of Equity Shares at such price and on such terms and conditions as may be deemed
appropriate by the Board or the fund raising committee, in consultation with the BRLM(s) and other advisor(s) appointed in
relation to the proposed QIP, taking into consideration market conditions and other relevant factors and wherever necessary, in
accordance with applicable laws, and subject to regulatory approvals (as necessary). The securities allotted will be listed and
traded on stock exchange(s) where equity shares of the company are currently listed, subject to obtaining necessary approvals.
The offer, issue, allotment of the Equity Shares, shall be subject to obtaining of regulatory approvals, if any by the Company.

Pursuant to Sections 23, 42 and 62 of the Companies Act, 2013, as amended read with applicable rules notified thereunder,
including Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the SEBI ICDR
Regulations, a company offering or making an invitation to subscribe Equity Shares is required to obtain prior approval of the
shareholders by way of a special resolution.

In terms of Section 62(1)(c) of the Companies Act, 2013, shares may be issued to persons who are not the existing shareholders
of a company, if the Company is authorised by a special resolution passed by its members. Therefore, consent of the members
is being sought for passing the special resolution, pursuant to applicable provisions of the Companies Act and other applicable
law. The Equity Shares offered, issued, and allotted by the Company pursuant to the QIP in terms of the resolution would be
subject to the provisions of the memorandum of association and articles of association of the Company and any Equity Shares
that may be created, offered, issued and allotted by the Company shall rank, in all respects, pari-passu with the existing Equity
Shares of the Company.

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 EGM Notice

Pricing and basis or justification of pricing

The pricing of the Equity Shares shall be determined in accordance with the relevant provisions of the SEBI ICDR Regulations, the
Companies Act, and any other applicable law. The resolution enables the Board or its duly constituted committee, in accordance
with applicable law and in consultation with the BRLMs/ placement agents/ underwriters or any such other intermediary, to offer
a discount of not more than 5% or such percentage as may be permitted under applicable law on the floor price determined in
accordance with the SEBI ICDR Regulations.

The ‘relevant date’ for the purpose of the pricing of the Equity Shares to be issued and allotted in the proposed QIP shall be
decided in accordance with the applicable provisions of the SEBI ICDR Regulations, which shall be the date of the meeting in
which the Board/ its duly constituted committee decides to open the QIP.

Objects of the QIP

The proceeds from the QIP (net of issue expenses) (“Net Proceeds”) shall be used towards inter alia, various capital expenditure,
the pre-payment and / or repayment (in full or in part) of debts, working capital requirements, strategic acquisitions, infusion of
funds into our subsidiaries and joint ventures, general corporate purposes and such other purpose(s) as may be permissible
under applicable laws. Not more than 25% of the gross proceeds of the QIP shall be utilised towards general corporate purposes
in such a manner as may be decided by the Board.

The aforementioned objects are based on management estimates, and other commercial and technical factors and accordingly,
are dependent on a variety of factors such as conditions to be fulfilled to consummate the acquisition, timing for completion for
the acquisition, timing of completion of the QIP, financial, market and sectoral conditions, business performance and strategy,
competition, interest or exchange rate fluctuations and other external factors, which may not be within the control of the Company.
In light of this, the Board or a duly constituted committee shall decide the specific objects towards which the Net Proceeds are
deployed. Further, pending utilization of the proceeds from the QIP, the Company shall invest such proceeds in money market
instruments including money market mutual funds, deposits in scheduled commercial banks or in short-term debt or long-term
debt, or such other methods as per applicable law.

As and when the Board does take a decision on matters on which it has discretion (subject to the compliance with the conditions
set forth herein), necessary disclosures will be made to the stock exchanges as may be required under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As required under
SEBI ICDR Regulations and other applicable laws, the Company will be appointing a monitoring agency to monitor the use of
Proceeds by the Company till hundred percent of such Proceeds have been utilised.

Other material terms

The resolution proposed is an enabling resolution and the exact price, final list of objects, estimated utilisation of the Net
Proceeds, proportion and timing of the issue of the Equity Shares in one or more tranches and the remaining detailed terms
and conditions for the QIP will be decided by the Board or its duly constituted committee, in accordance with the SEBI ICDR
Regulations, in consultation with book running lead manager and / or other advisor(s) appointed in relation to the QIP and such
other authorities and agencies as may be required to be consulted by the Company.
Further, the Company is yet to identify the investor(s) and decide the quantum of Equity Shares to be issued to them at this
point of time. Hence, the details of the proposed allottees, percentage of their post – QIP shareholding and the shareholding
pattern of the Company are not provided. The proposal, therefore, seeks to confer upon the Board or its duly constituted
committee the absolute discretion and adequate flexibility to determine the terms of the QIP, including but not limited to the
identification of the proposed investors in the QIP and quantum of Equity Shares to be issued and allotted to each such investor,
in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended, the Companies Act, 2013, the Foreign Exchange Management
Act, 1999 and the regulations made thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules,
2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry & Internal Trade, Ministry of Commerce
and Industry, Government of India from time to time, each as amended, and other applicable law.

The approval of the members is being sought to enable the Board or its duly constituted committee, to decide on the issuance of
Equity Shares, to the extent and in the manner stated in the special resolution, as set out in item no.3 of this notice, without the
need for any fresh approval from the members of the Company in this regard.

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 Sakuma Exports Limited

If approved by shareholders, allotment of Equity Shares pursuant to the QIP shall be completed within 365 days from the date of
passing of such special resolution. Equity Shares, proposed to be issued, shall in all respects, rank pari passu with the existing
Equity Shares of the Company.

None of the directors, key managerial personnel or senior managerial personnel of the Company, or their respective relatives,
is concerned or interested, financially or otherwise, except their shareholding, if any, in the Company, in this resolution. If a QIP
is undertaken, as part of the Issue, in terms of Chapter VI of SEBI ICDR Regulations, the promoters, member of the promoter
group, directors and key managerial personnel of the Company will not subscribe to the QIP.

The proposed QIP is in the interest of the Company and the Board recommends the resolution set out at item no. 4 of the notice
for the approval of the members as a Special Resolution.

ITEM NO. 5:

In terms of Section 186(2) of the Companies Act, 2013, a Company is authorized to make investments in the securities of other
body corporates, give loans, provide guarantees and security in connection with any loan, to any other body corporate or person,
to the extent of 60% of its paid-up share capital and free reserves or 100% of its free reserves, whichever is higher, with the
approval of the Board of Directors. In order to make investments, give loans or provide guarantees/security in excess of the
aforementioned limits, the prior approval of the shareholders is required by way of a Special Resolution under Section 186(3) of
the Companies Act, 2013 is required.

In view of its long term plans and growth prospects, it is anticipated that the Company would be required to make investments or
give loans, provide guarantees/security in excess of the limits stipulated in Section 186(2) of the Companies Act, 2013.

Accordingly, consent of the Members is sought for authorizing the Board to make investments, giving loans and providing
guarantees/securities in connection with loans to various entities and bodies corporate, from time to time, in excess of the limits
stipulated in Section 186(2) of the Companies Act, 2013 up to an amount not exceeding ` 600 Crores (Rupees Six Hundred
Crores Only).

None of the Directors/Managers/Key Managerial Personnel or relatives of any of the Directors/Managers/Key Managerial
Personnel of your Company are in any way concerned or interested in this resolution.

The Board recommends the resolution set out in the Item No. 5 for approval of the Members as a Special Resolution.

By order of the Board

For SAKUMA EXPORTS LIMITED

Sd/-
Saurabh Malhotra
Managing Director

Place: Mumbai
Date: 1st July,2024

16