GI Engineering : Communication to shareholders as per Reg 30

GI ENGINEERING SOLUTIONS LIMITED

Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096

Tel No: 022-44884488, Fax No: 022-28290603

CIN: L40109MH2006PLC763731

Website: www. giesl.in; E-mail ID : investors@giesl in

	Date: September 17, 2022
Corporate Relations Department	The Market Operations Department
BSE Limited,	National Stock Exchange of India Limited,
1st Floor,New Trading Wing,	Exchange Plaza, 5th Floor,
Rotunda Building, P J Towers,	Plot No C/1, G Block,
Dalal Street, Fort,	Bandra-Kurla Complex,
Mumbai - 400 001	Bandra (E), Mumbai - 400 051
Scrip Code: 533048	Symbol: GISOLUTION

Dear Sir / Madam,

Sub: Corrigendum to the Notice of 16th Annual General Meeting

Ref: Intimation of Notice of 16th Annual General Meeting vide letter dated September 8, 2022

This has reference to the Notice of 16th Annual General Meeting ("AGM Notice") disseminated to all the stock exchange(s) on September 8, 2022. A corrigendum is being issued to inform the exchange(s) and all other stakeholders for corrections/addition of some figures/information in the following points of the explanatory statement related to Item No. 22 of the Notice:

1. Point No. IV (Shareholding Pattern)
   Certain figures were wrongly printed, now corrected, in the Shareholding Pattern of the issuer, before and after the preferential issue.
2. Point No. X (Issue price and Relevant Date)
   Reference to Regulation 166A of the SEBI (ICDR) Regulations, 2018 is also included as allotment to the certain allottees is exceeding the 5% of the post issue fully diluted share capital of the Company, and website link (whereat Valuation Report obtained for this preferential issue is uploaded) is inserted.
3. Point No. XIV (Practicing Company Secretary's Certificate)
   Website link (whereat practicing Company Secretary's Certificate pertaining to the preferential issue is uploaded) is inserted

All these changes have been incorporated at relevant place in Item No. 22 and its Explanatory Statement, and the same is being reproduced as Annexure to this corrigendum, for the sake of utmost clarity. Except these changes/corrections, other things/information remain unchanged in the said AGM Notice. This corrigendum is also being circulated to all the shareholders on September 17, 2022 at their registered email through NDSL.

Please note that on and from the date hereof, the AGM Notice shall always be read collectively with this Corrigendum.

Request you to take in on your record and disseminate on your official website(s) and oblige.

Thanking You,

Yours faithfully,

For GI Engineering Solutions Limited

Vishesh Gupta

Director

DIN: 00255689

RELEVANT EXTRACT OF AGM NOTICE DATED SEPTEMBER 5, 2022

ITEM NO. 22 AND ITS EXPLANATORY STATEMENT

PREFERENTIAL ALLOTMENT OF UPTO 3,00,00,000 EQUITY SHARES TO THE PERSONS BELONGING TO PROMOTER & PROMOTER GROUP AND NON-PROMOTER CATEGORY

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

"RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the "Companies Act") read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under {including any statutory modification(s) thereto or re-enactment thereof for the time being in force}, enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreement entered into with BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed ("Stock Exchanges"), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ("SEBI"), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ("Takeover Regulations") as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Reserve Bank of India ("RBI"), Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, RBI, Stock Exchange, and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and 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 include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 3,00,00,000 Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up, for cash, at an issue price of Rs. 10/- (Rupees Ten Only) per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 30,00,00,000 (Rupees Thirty Crores only) on such further terms and conditions as may be finalized, to the below mentioned persons ("Proposed Allottees"):

	S.N		Proposed Allotees		Category		No of Equity Shares
	1		Mr. Vishesh Gupta		Promoter	15,00,000
	2		M/s. Vrindaa Advanced Materials Ltd.		Promoter	1,22,50,000
					Total (A)		1,37,50,000
	3		M/s. G G Engineering Limited		Non- Promoter	90,00,000
	4		M/s. Yoshi Envirotech Private Limited		Non- Promoter	12,50,000
	5		M/s. Jasmine Ispat Private Limited		Non- Promoter	30,00,000
	6		Mr. Mukesh Mittal		Non- Promoter	3,20,000
	7		Ms. Nirmal Agarwal		Non- Promoter	3,20,000
	8		Ms. Urvashi Mittal		Non- Promoter	3,20,000
	9		Ms. Aarti Mittal		Non- Promoter		3,60,000

10	Mr. Govind Agarwal	Non- Promoter	3,20,000
11	Mr. Krishan Kumar	Non- Promoter	3,60,000
12	Mr. Mrinaal Mittal	Non- Promoter	3,20,000
13	Mr. Naresh Aggarwal	Non- Promoter	3,60,000
14	Ms. Sonakshi Mittal	Non- Promoter	3,20,000
			Total (B)		1,62,50,000
			Grand Total (A+B)		3,00,00,000

RESOLVED FURTHER THAT the 'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the Equity Shares proposed to be allotted to the above mentioned allottees is August 30, 2022 (i.e. being the date, which is 30 days prior to the date of shareholder's meeting which is scheduled on September 30, 2022).

RESOLVED FURTHER THAT the Equity Shares to be issued to the Proposed Equity Allottee(s) in the preferential issue shall be listed on the Stock Exchange where the existing Equity Shares are listed.

RESOLVED FURTHER THAT the Board or any committee thereof, be and is hereby authorized to make an offer to the Proposed Equity Allottee (s) through private placement offer letter in Form PAS-4 as prescribed under the Companies Act after passing of this shareholders' resolution with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchange, receipt of the consideration as aforesaid and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the following terms and conditions:

• The proposed allottees shall be required to bring in 100% of the consideration, for the Equity Shares to be allotted, on or prior to the date of allotment thereof, from their respective bank account;
• The pre-preferential shareholding of the proposed allottees and the equity shares to be allotted to the Proposed Allottees shall be under lock in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations;
• The Equity Shares so allotted to the Proposed Allottees under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations, 2018 except to the extent and in the manner permitted thereunder;
• Allotment shall only be made in dematerialized form;
• The allotment of Equity Shares is proposed to be completed within the time limit prescribed under Chapter V of the SEBI ICDR Regulations;
• The Equity Shares proposed to be issued shall rank pari passu with the existing Equity Shares of the Company in all respects and that the Equity Shares so allotted shall be entitled to the dividend declared and/or any other corporate action/benefits, if any, for which the book closure or the record date falls in between.

• The issue and allotment of Equity Shares shall be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-passu in all respects including as to dividend, other corporate benefits if any, with the existing fully paid- up Equity Shares of Rs.10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company and/or any Committee constituted by the Board for this purpose and/or Company Secretary & Compliance Officer of the Company be and are hereby authorized severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchanges for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Equity Shares, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.

RESOLVED FURTHER THAT in connection with any of the foregoing resolutions, the Board of Directors/Committee(s) of the Board and Company Secretary & Compliance Officer of the Company be and are hereby severally authorized to execute and deliver any and all other documents, papers and to do or cause to be done any and all acts or things as may be necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing resolutions for the preferential issue; and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date hereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be."

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

The Special Resolution contained in Item No. 22 of the notice, have been proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, to issue and allot up to 3,00,00,000 (Three Crore) Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 10/- each, aggregating up to Rs. 30,00,00,000/- (Rupees Thirty Crores only).

The proposed Preferential Issue is to be issued to the persons belonging to Promoter & Promoter Group and Non-Promoter Category. The preferential issue shall be made in terms of Chapter V of the SEBI ICDR Regulations, 2018 and applicable provisions of Companies Act, 2013.

The said proposal has been considered and approved by the Board in its meeting held on September 5, 2022.

The approval of the members is accordingly being sought by way of a 'Special Resolution' under Sections 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI ICDR Regulations.

The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies

Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI (ICDR), Regulations are set forth below:

1. Objects of the Preferential Issue
   The proceeds of the issue will be utilized for expansion plan, meeting working capital requirements, and other general corporate purposes of the Company.

1. Particulars of the offer including the maximum number of specified securities to be issued:
   3,00,00,000 (Three Crore) Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 10/- each, aggregating up to Rs. 30,00,00,000/- (Rupees Thirty Crores only).

1. The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer.
   Promoters of the Company are subscribing to the issue to the extent of number of Equity Shares proposed to be issued, written against their names, as detailed in the following table:

S.N

Proposed Allotees

Category

No of Equity shares

1

Mr. Vishesh Gupta

Promoter

15,00,000

2

M/s. Vrindaa Advanced Materials Ltd

Promoter

1,22,50,000

Total

1,37,50,000

IV.

The Shareholding Pattern of the issuer before and after the preferential issue.

Category

Pre Issue Shareholding

Equity shares

Post Issue

Structure

to be allotted

Shareholding

No. of shares

%

of

No. of shares

%

of

shareholding

shareholding

1. Promoter Shareholding Indian

	a) Individuals & HUF	8,99,194	10.44	1500000	23,99,194	6.21
	b) Bodies Corporate	25,32,021	29.40	12250000	1,47,82,021	38.28
	Sub Total (A)(1)			34,31,215		39.84		1,37,50,000		1,71,81,215		44.49
	2) Foreign Promoters	1,000	0.01	-	1000	0.00
	Total Promoter			34,32,215		39.85		1,37,50,000		1,71,82,215		44.49
	Shareholding
	A=A1 +A2
	B) Public Shareholding
	B1)	Institutional	4,050	0.05	-	4050	0.01
	Investors
	B2)Central Govt./State	0	0	-	0	0
	Govt./POI
	B3) Non-Institutional Investors
	Individuals	35,16,098	40.83	1,62,50,000	1,97,66,098	51.19
	Body Corporate	2,80,134	3.25	-	2,80,134	0.73
	Others (Including	13,79,381	16.02	-	13,79,381	3.58
	NRI)
	Total	Public			51,79,663		60.15		1,62,50,000		2,14,29,663		55.51
	Shareholding
	B=B1+B2+ B3
	C) Non-Promoter -			0		0		0		0		0
	Non-Public