Amrapali Capital Management Discussions


The Managements views on the Companys Performance and outlook are discussed below:

GLOBAL ECONOMY:

Global economic activity is experiencing a broad-based and sharper-than-expected slowdown, with inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions in most regions, Russias invasion of

Ukraine, and the lingering COVID-19 pandemic all weigh heavily on the outlook. Global growth is forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023. This is the weakest growth profile since 2001 except for the global financial crisis and the acute phase of the COVID-19 pandemic. Global inflation is forecast to rise from 4.7 percent in 2021 to 8.8 percent in 2022 but to decline to 6.5 percent in 2023 and to 4.1 percent by 2024. Monetary policy should stay the course to restore price stability, and fiscal policy should aim to alleviate the cost-of-living pressures while maintaining a sufficiently tight stance aligned with monetary policy. Structural reforms can further support the fight against inflation by improving productivity and easing supply constraints, while multilateral cooperation is necessary for fast-tracking the green energy transition and preventing fragmentation.

INDIAN ECONOMY OUTLOOK:

The Indian economy GDP growth for FY 2022-23 is 7.2% which is higher than the projected GDP by 7% for the year 2022-23. During the Q3 (ending Dec-2022) of FY 2022-23, DGP growth accelerated to 6.1%. The Indian economy is expected to remain robust growth in a range of 6.5 - 6.7 % in the FY 2023-24. The India is forecasted to be one of the fastest growing economy in FY 2023-24 by robust growth in private consumption and private investment. The Asian

Development Bank projects Indias GDP to moderate to 6.4% in FY 2023 and rise to 6.7% in FY 2024, driven by private consumption and private investment on the back of government policies to improve transport infrastructure, logistics, and the business ecosystem. RBI projects headline inflation at 6.8 per cent in FY23, which is outside its target range.

GLOBAL CAPITAL MARKET:

The global capital markets faced significant challenges in 2022. Although optimism is returning for 2023, risks remain around inflation, interest rates, geopolitics and bank stability.

The global capital market took a sharp turn in 2022. Stocks suffered their worst year since 2008; the S&P 500 sank 19.4%, while the NASDAQ dropped 33.1%. In 2022, the U.S. IPO activity fell to levels unseen since the global financial crisis of 2008-2009. Mainland China overtook the U.S. to take first position in terms of IPO proceeds for the first time since 2010, contributing to 45% (USD77 billion) of 2022 global IPO proceeds, compared to just 9% (USD15 billion) contributed by the U.S. The bond market also had one of its worst years, with proceeds down 17% compared to 2021 amid high interest rates. Global high-yield corporate bonds were the hardest hit, with proceeds down 77% to a 14-year low since 2008.

The global capital market in 2023 has been characterized by rising interest rates, slowing economic growth, and increased volatility. Central banks around the world have been raising interest rates in an effort to combat inflation, which has put upward pressure on borrowing costs for businesses and consumers. This has weighed on equity markets, which have seen a decline in value in recent months.

The global economy is also expected to grow at a slower pace in 2023 than in 2022. This is due to a number of factors, including the ongoing war in Ukraine, rising energy prices, and the Federal Reserves tightening of monetary policy. The war in Ukraine has disrupted global supply chains and led to higher energy prices, which have sapped economic growth. The Federal Reserves tightening of monetary policy is also expected to weigh on economic growth, as it will make it more expensive for businesses and consumers to borrow money.

Despite these challenges, there are some positive signs for the global capital market in 2023. Corporate earnings are expected to remain strong, and there is still a lot of liquidity in the system. This could support equity markets in the second half of the year.

Overall, the outlook for the global capital market in 2023 is cautious. There are a number of risks and uncertainties that could weigh on markets, but there are also some positive signs. Investors should carefully consider their risk appetite and asset allocation in the coming months.

INDIAN CAPITAL MARKET:

The Indian capital markets outlook for FY 2022-2023 is mixed. On the one hand, the Indian economy is expected to grow at a healthy pace of 6.5-7.0% in FY 2023, supported by strong domestic demand and government spending. This growth will be driven by sectors such as manufacturing, agriculture, and services. In addition, the Indian stock market has been on a bull run in recent months, with the Sensex and Nifty 50 indexes hitting record highs. Indian companies have been reporting strong earnings growth in recent quarters. This is due to a number of factors, including strong corporate earnings, positive investor sentiment, and foreign inflows.

Investor sentiment in India has been positive in recent months. This is due to a number of factors, including the governments focus on economic reforms, the strong growth of the Indian economy, and the low valuations of Indian stocks. Foreign investors have been net buyers of Indian stocks in recent months. This is due to a number of factors, including the strong growth of the Indian economy, the low valuations of Indian stocks, and the increasing attractiveness of India as an investment destination. However, there are some headwinds that could weigh on the Indian capital markets in FY 2023. These include rising inflation, which could lead to higher interest rates and dampen economic growth. In addition, the ongoing war in Ukraine and the global economic slowdown could also impact the Indian economy.

Inflation in India has been rising in recent months. This is due to a number of factors, including rising global commodity prices and supply chain disruptions. Higher inflation could lead to the RBI raising interest rates, which could dampen economic growth. The ongoing war in Ukraine has had a negative impact on the global economy. This could lead to lower demand for Indian exports and could also dampen investor sentiment in India. The global economic slowdown is another risk factor for the Indian capital markets. A slowdown in the global economy could lead to lower demand for Indian exports and could also dampen investor sentiment in India.

Overall, the Indian capital markets outlook for FY 2023 is positive, but there are some risks that investors should be aware of. Investors should focus on investing in sectors that are expected to perform well in the coming year, such as manufacturing, agriculture, and services. They should also consider investing in companies with strong fundamentals and good management.

RISE OF THE INDIAN RETAIL INVESTOR:

The Indian equity market has seen a significant increase in retail participation in recent years. This is due to a number of factors, including rising awareness of financial instruments, increasing disposable incomes, and the availability of online trading platforms.

The share of retail investors in equity cash turnover has increased from 33.0% in FY 16 to 36.5% in FY 23. The share of retail investors in equity derivative turnover has also increased from 23.0% in FY 16 to 27.7% in FY 23.

This trend reflects that retail investors are increasingly building a portfolio for the long term. They are also becoming more sophisticated in their investment strategies, as evidenced by the increasing popularity of systematic investment plans (SIPs).

The growth of retail participation in the Indian equity market is a positive development. It is a sign that more and more people are taking an interest in investing and that they are looking for ways to grow their wealth. This is likely to have a positive impact on the Indian economy as a whole.

Here are some of the key factors that have contributed to the growth of retail participation in the Indian equity market:

? Rising awareness of financial instruments: In recent years, there has been a growing awareness of financial instruments among the Indian public. This is due to a number of factors, including the increasing literacy rate, the growth of the media, and the availability of online resources. ? Increasing disposable incomes: The disposable incomes of Indians have been rising in recent years. This is due to a number of factors, including the growth of the economy, the increase in employment opportunities, and the rise of the middle class. ? Availability of online trading platforms: The availability of online trading platforms has made it easier for retail investors to participate in the equity market. These platforms offer a number of advantages, including the ability to trade from anywhere, the ability to trade at lower costs, and the ability to access a wider range of products.

The growth of retail participation in the Indian equity market is likely to continue in the coming years. This is due to the fact that the factors that have contributed to this growth are likely to continue to be in place. As a result, the Indian equity market is likely to become more accessible to a wider range of investors, which will have a positive impact on the Indian economy as a whole.

BROKING INDUSTRIES TRENDS:

The Indian broking industry is undergoing a number of trends, including the rise of discount brokers, the growth of online trading, the increasing use of technology, and the focus on customer service. These trends are being driven by the increasing number of retail investors in India, the increasing availability of high-speed internet, and the growing popularity of smart phones.

In addition to these trends, the Indian broking industry is also expected to be impacted by the growth of the Indian economy, the rise of Artificial Intelligence (AI) and Machine Learning (ML), and the increasing regulation of the broking industry. These trends will create new opportunities for brokers, but they will also present challenges. Brokers who are able to adapt to these trends will be well-positioned to succeed in the years to come.

The Indian broking industry is a dynamic and evolving industry. The trends discussed above are just a few of the factors that are shaping the industry today. Brokers who are able to adapt to these trends will be well-positioned to succeed in the years to come.

The Indian brokerage industry has undergone rapid changes in recent years. In FY 20, the industry had a customer base of 2.1 Crore. This number grew to 8.1 Crore in February 2023, a growth of over 280%. The industrys business volume also grew significantly, from 15.8 lakh Crore in FY 20 to 163 lakh Crore in Q3 FY23.

This growth was driven by a number of factors, including the surge in retail participation in the stock market, the introduction of flat-fee brokerage models, and the increasing popularity of online trading. However, the growth of the industry has also led to some challenges, such as rising compliance costs and the need to diversify revenue streams.

In recent quarters, brokerages have begun to shift their focus from aggressive client addition to maintaining profitability. This is due to the rising cost of compliance and the need to provide better customer service. Brokers are now restructuring their business strategy to focus on value-added services, such as wealth management, research, advisory, AMC, and financial planning. Fund-based activity, including margin funding and loan against shares, is also expected to contribute to earnings. The broking industry is expected to see moderate revenue growth in FY 23. However, the growth of the industry is expected to be driven by a shift towards value-added services and consolidation. Some traditional brokers are expected to benefit from consolidation, as they will be able to achieve economies of scale and improve their profitability.

However, there has been a decline in active clients in recent months. This is due to a number of factors, including the decline in the stock market and the increasing number of inactive clients. The decline in active clients is a concern for the broking industry, as it could lead to a decline in revenue. Overall, the Indian brokerage industry is facing a number of challenges, but it is also undergoing a number of changes that could lead to future growth. The industry is expected to see moderate revenue growth in FY 23, and it is likely that the focus will shift towards value-added services and consolidation.

INDUSTRY TREND AND BUSINESS ANALYSIS:

The trend in the stock market remain volatile but the retail investors were reluctant to participate in secondary market because the market value of the shares have increased too much that they were avoiding purchase of well performed

Companys shares keeping in mind that effect of the government policies are yet to be reflected on ground. Your Company endeavored to mobilize high net worth investors for secondary market and accordingly Company was able to be in profits.

OPPORTUNITIES AND THREATS:

The Indian broking industry is undergoing a number of changes, both in terms of the opportunities and threats that it faces. The following are some of the key opportunities and threats that the industry is likely to face in the coming years:

Opportunities:

? The growth of the Indian economy is expected to lead to an increase in the number of retail investors in India. This will create new opportunities for brokers, as they will be able to tap into this growing market. ? AI and ML are expected to have a significant impact on the broking industry. Brokers who are able to adopt these technologies will be able to improve their services and provide better insights to their clients. ? The increasing regulation of the broking industry is seen as an opportunity by some brokers. This is because it will help to create a more level playing field and make it easier for investors to choose the right broker.

Threats:

? Discount brokers offer low-cost trading services, which has made them increasingly popular with retail investors. This could pose a threat to traditional brokers, who may need to find ways to differentiate themselves in order to compete. ? Online trading allows investors to trade stocks from the comfort of their own homes, and it is becoming increasingly popular due to the increasing availability of high-speed internet and the growing popularity of smartphones. This could pose a threat to traditional brokers, who may need to invest in online trading platforms in order to compete. ? The broking industry is becoming increasingly competitive, as new players enter the market. This could make it difficult for brokers to maintain their profitability.

Overall, the Indian broking industry is facing a number of opportunities and threats. Brokers who are able to adapt to these changes will be well-positioned to succeed in the years to come.

FUTURE PROSPECTS AND OUTLOOK:

The Companys present business operations are stock broking and depository participant services of CDSL which forms part of financial services and there is no other segment apart from the main one. The management is optimistic about the future outlook of the Company. The industry witnessed testing times with global economic slowdown and weakening profitability and tightening of financial conditions, still the Company has demonstrated its ability to with stand the challenges posed by the current environment.

RISKS AND CONCERNS:

The rise of customer expectations for technology tools means that legacy systems need to be revamped quickly, while employees need to be trained in using and offering the latest tech tools. Rising margin requirements at clearing corporations mean that brokers need to raise additional money to maintain adequate margins with clearing corporations. In addition, the increasing number of investors from tier 2 and 3 cities provides a huge opportunity for firms that can quickly move to offer remote digital services.

The Indian broking industry is facing a number of challenges, including increasing competition, regulatory risks, cybersecurity risks, market volatility, and a lack of retail investor education. Brokers who can effectively manage these risks will be well-positioned to succeed in the years to come.

The increasing competition in the industry is forcing brokers to differentiate themselves and offer innovative services. The increasing regulatory burden is also a challenge, but it is also an opportunity to demonstrate compliance and build trust with clients. The cybersecurity risks facing the broking industry are a serious concern, but there are a number of steps that brokers can take to mitigate these risks. The market volatility facing the broking industry can be a challenge, but it can also be an opportunity. The lack of retail investor education in India is a challenge, but it is also an opportunity.

The Company is committed to provide its clients with the best possible services. We are aware of the challenges facing the broking industry and we are taking steps to mitigate these risks. We offer a wide range of services to our clients, including online trading, research and education. We are also committed to providing our clients with the highest level of security. We believe that the Indian broking industry has a bright future. We are confident that we will be able to overcome the challenges facing the industry and continue to provide our clients with the best possible services.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Control system and adequacy Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Thus, internal control is an integral component of risk management. The Internal control checks and internal audit programmers adopted by our Company plays an important role in the risk management feedback loop, in which the information generated in the internal control process is reported back to the Board and Management. The internal control systems are modified continuously to meet the dynamic change. Further the Audit Committee of the Board of Directors reviews the internal audit reports and the adequacy and effectiveness of internal controls.

FINANCIAL HIGHLIGHTS: (Rs. In Lakhs)

Particulars F.Y. 2022-23 F.Y. 2021-22

Revenue From Operations

1059.81 2045.29

Other Income

492.41 409
Total Income 1552.23 2454.29

Less: Total Expenses before Depreciation, Finance Cost and Tax

1512.6 2689.71
Profit before Depreciation, Finance Cost and Tax 39.63 235.42

Less: Depreciation

45.14 39.97

Less: Finance Cost

17.10 150.23
Profit Before Tax (22.61) 45.21

Less: Current Tax

15.90 16.44

Less: Deferred tax Liability (Asset)

42.71 1.29
Profit after Tax (81.22) 27.49

HUMAN RESOURCES:

Equipping the Company with an engaged and productive workforce is essential to our success. We look for commitment, skills and innovative approach in people. In assessing capability, we consider technical skills and knowledge that have been acquired through experience and practice, along with mental processing ability, social process skills and their application. We continue to invest in developing a pipeline of future talent and nurture them. As part of this process, we provide development and training opportunities to our workforce, which motivates and encourages them to grow in their work. As on March 31, 2023, the Company had 27 permanent employees. The Company has been maintaining cordial and healthy Industrial Relations, which has helped to a great extent in achieving the upper growth.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR:

Ratio

Figures As At 31.03.2023 Figures As At 31.03.2022 % Change From Last Year Explanation for Change in Ratio (for more than 25% in comparison with last year)

Current ratio

4.53 3.77 20.13% -

Debt- Equity Ratio

0.11 0.15 -30.76% Due to company has repaid its short term borrowing upto 33%.

Debt Service Coverage ratio*

- - 0.00% -

Return on Equity ratio

(0.02) 0.01 -396.53% Due to company has suffered from losses in current year.

Inventory turnover ratio

0.27 0.90 -70.25% Due to company has lower gross revenue in current year.

Trade Receivable Turnover Ratio

50.26 8.96 460.88% Due to company has lower profit booking from shares trading in current year.

Trade Payable Turnover Ratio

5.55 29.38 -81.10% Due to company has lower profit booking from shares trading in current year.

Net Capital Turnover Ratio

0.23 0.49 -53.61% Due to company has lower gross revenue in current year.

Net Profit ratio

(0.08) 0.01 -670.40% Due to company has suffered from losses in current year.

Return on Capital Employed

(0.00) 0.02 -102.84% Due to company has suffered from losses in current year.

CAUTIONARY NOTE:

Statement in this report describing the Companys objectives projections estimates and expectation may constitute "forward looking statement" within the meaning of applicable laws and regulations. Forward looking statements are based on certain assumption and expectations of future events. These Statements are subject to certain risk and uncertainties. The Company cannot guarantee that these assumption and expectations are accurate or will be realized. The actual results may different from those expressed or implied since the Companys operations are affected by many external and internal factors which are beyond the control of the management. Hence the Company assumes no responsibility in respect of forward-looking statements that may be amended or modified in future on the basis of subsequent developments information or events.

Notice of 29th Annual General Meeting

NOTICE is hereby given that the Twenty Ninth (29th) Annual General Meeting (AGM) of the Members of Amrapali

Capital And Finance Services Limited ("the Company") will be held on Thursday, September 28, 2023 at 04:00 P.M. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

ORDINARY BUSINESSES:

1. To consider and adopt the Audited Financial Statements for the financial year ended on March 31, 2023 and the Reports of the Board of Directors and Auditors thereon.

To consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions.

"RESOLVED THAT the Audited Financial Statement of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted."

2. To re-appoint of Mr. Alkesh Dashrathlal Patel (DIN: 00189943), who retires by rotation and being eligible offers himself for re-appointment.

Explanation: Based on the terms of appointment, executive directors and the non-executive directors are subject to retirement by rotation. Mr. Alkesh Dashrathlal Patel (DIN: 00189943), Chairman & Managing Director, whose office of directorship is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment as a director. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment as a director.

Shareholders are requested to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of the shareholders of the Company be, and is hereby accorded for the reappointment of Mr. Alkesh Dashrathlal Patel (DIN: 00189943), as a director, who is liable to retire by rotation."

SPECIAL BUSINESSES:

3. Re-Appointment of Mrs. Urshita Mittalbhai Patel (DIN: 07891320) as Non-Executive Independent Director of the Company:

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

" RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 other applicable provisions, if any, of

Companies Act, 2013 ("Act") and the rules made thereunder, read with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mrs. Urshita Mittalbhai Patel (DIN: 07891320), who was appointed as an Independent Director and who hold office up to November 30, 2023, which is eligible for reappointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a shareholder proposing her candidature for the office of Director and based on the Recommendation of Nomination and Remuneration Committee and the Board of Directors, be and is here by reappointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second and

Final term of five consecutive years w.e.f. November 30, 2023.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to take all the requisite, incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and required for giving effect to this resolution."

4. To Approve Payment of Remuneration Payable to Mr. Alkesh Dashrathlal Patel (DIN: 00189943), Chairman and Managing Director of The Company for his Remaining Term:

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 Section 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules, regulations issued by the Ministry of Corporate Affairs in this regard including any statutory amendments, modifications or re-enactment thereof and all other statutory approvals, as may be required and on recommendation of Nomination and Remuneration Committee and pursuant to approval of the

Board of Directors (hereinafter referred to as "the Board"), the approval of the Members of the Company be and is hereby accorded for payment of remuneration to Mr. Alkesh Dashrathlal Patel (DIN: 00189943), Chairman and Managing Director of the Company as set out in the explanatory statement attached hereto, for the existing term until revised and further with other terms and conditions remaining unchanged as per the explanatory statement of resolution passed for his appointment as Chairman and Managing Director with the power to the Board of Directors to alter and modify the same, inconsonance with the provisions of the Act and in the best interest of the Company;

RESOLVED FURTHER THAT subject to the provisions of Section 197 the Companies Act, 2013 as amended from time and time, the Remuneration payable to Mr. Alkesh Dashrathlal Patel (DIN: 00189943), as set out in the explanatory statement attached hereto, in the event of loss or inadequacy of profit in any Financial Year, shall be as per the limit set out in Section II of Part II of Scheduled V to the Companies Act, 2013;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors (or any Committee thereof) be and is hereby authorized to undertake all acts, deeds and execute all documents and pass relevant resolutions for the purpose of giving effect to this resolution, including modification and amendment of any revisions, thereof and to undertake all such steps, as may be deemed necessary in this matter.

RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company, either jointly or severally be and are hereby authorized to file the said resolution with the Registrar of Companies, Ahmedabad, and to do all such acts, deeds and things as may be necessary, expedient and incidental thereto to give effect to the above resolution."

Registered office:

For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor,

Amrapali Capital And Finance Services Limited

Tower A WTC Gift City, Gandhinagar-382355

CIN: L65910GJ1994PLC118992
Sd/-

Place: Ahmedabad

Alkesh Dashrathlal Patel

Date: September 05, 2023

Chairman and Managing Director
DIN: 00189943

IMPORTANT NOTES:

1. Pursuant to the General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by SEBI

(hereinafter collectively referred to as "the Circulars"), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC on Thursday, September 28, 2023 at 04:00 P.M. IST. The deemed venue of the proceedings of the 29th Annual General Meeting (AGM) shall be the Corporate Office of the Company i.e. 19, 20, 21 3rd Floor, Narayan Chambers, Behind Patang Hotel, Ellisbridge, Ashram Road, Ahmedabad-380009.

2. Information regarding appointment/re-appointment of Director(s) and Explanatory Statement in respect of special businesses to be transacted pursuant to Section 102 of the Companies Act, 2013 and/or Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard II is annexed hereto.

3. Though, pursuant to the provisions of the Act, a Member is entitled to attend and vote at the AGM is entitled to appoint proxy to attend and vote on his/her behalf, since this AGM is being held through VC pursuant to the Circulars issued by the Ministry of Corporate Affairs & SEBI, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. The Members can join the AGM in the VC/OAVM mode 15 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 AGM 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 AGM without restriction on account of first come first served basis.

5. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

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

7. 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), the MCA Circulars & SEBI Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the businesses to be transacted at the AGM. 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 AGM will be provided by NSDL.

8. Notice calling the AGM has been sent by electronic means to those members who had registered their email addresses with the Company / Depositories. The Notice has also been uploaded on the website of the Company at www.amrapali.com and the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and is also made available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

9. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants.

10. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.

11. Members seeking clarifications on the Annual Report are requested to send in written queries to the Company at least one week before the date of the meeting. This would enable the Company to compile the information and provide the replies at the Meeting.

12. The Securities and Exchange Board of India (SEBI) mandated linking PAN with Aadhaar till June 30, 2023 vide its circular dated March 16, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Companys RTA, Satellite Corporate Services Private Limited, at service@satellitecorporate.com.

Members holding shares in electronic form are, therefore, required to submit their PAN to their DP and link their PAN with Aadhaar before June 30, 2023, in accordance with the SEBI circular dated March 16, 2023. In case of non-submission of the same, RTA is obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the RTA / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

As per Section 72 of the Act, the facility for submitting nomination is available for members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form SH-13. Members are requested to submit these details to their DP in case the shares are held by them in electronic form, and to the RTA, in case the shares are held in physical form. 13. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified. 14. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 28, 2023. Members seeking to inspect such documents can send an email to grievances@amrapali.com.

15. In compliance with Section 108 of the Act, read with the corresponding rules, and Regulation 44 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Company has provided a facility to its members to exercise their votes electronically through the electronic voting ("e-voting") facility provided by the NSDL. Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialised mode is provided in the instructions for e-voting section which forms part of this Notice. The Board has appointed M/s SCS and Co. LLP, Practicing Company Secretaries (M. No. 41942 and COP No. 23630), as the Scrutinizer to scrutinize the e-voting in a fair and transparent manner. 16. The e-voting period commences on Monday, September 25, 2023 at 09:00 A.M. (IST) and ends on Wednesday

September 27, 2023 at 05:00 P.M. (IST). During this period, members holding shares in dematerialized form, as on cut-off date, i.e. as on Thursday, September 21, 2023 may cast their votes electronically. The e-voting module will be disabled by NSDL for voting thereafter. A member will not be allowed to vote again on any resolution on which vote has already been cast. 17. The facility for voting during the AGM will also be made available. Members present in the AGM through VC/

OAVM and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.

18. The Scrutinizer will submit their report to the Chairman of the Company (‘the Chairman) or to any other person authorised by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote e-voting). The result declared along with the Scrutinizers report shall be communicated to the stock exchanges, NSDL and will also be displayed on the Companys website, www.amrapali.com.

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

The remote e-voting period begins on Monday, September 25, 2023 at 09:00 A.M. (IST) and ends on Wednesday September 27, 2023 at 05:00 P.M. (IST). 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. on Monday, Thursday, September 21, 2023 can 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, September 21, 2023.

PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS AND PARTICIPATING AT THE ANNUAL GENERAL MEETING THROUGH VC/OAVM:

i. 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 dated April 8, 2020, April 13, 2020, May 5, 2020 and SEBI Circular dated May 12, 2020, the Company is providing facility of remote e-voting to its Members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL, as the Authorised e-voting agency for facilitating voting through electronic means. The facility of casting votes by a member using remote e-voting as well as e-voting system on the date of the AGM will be provided by NSDL.

ii. There being physical shareholders in the Company, the Register of members and share transfer books of the

Company will be closed from Thursday, September 21, 2023 to Thursday, September 28, 2023 (both days inclusive) and same shall be re-opened from Friday, September 29, 2023 onwards. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Thursday, September 21, 2023 shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the Cutoff date, shall treat this Notice as intimation only.

iii. A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the AGM and prior to the Cut-off date i.e. Thursday, September 21, 2023, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned in this part.

iv. The remote e-voting will commence on Monday, September 25, 2023 at 09:00 A.M. (IST) and ends on

Wednesday September 27, 2023 at 05:00 P.M. (IST). During this period, the members of the Company holding shares as on the Cut-off date i.e. Thursday, September 21, 2023, may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by NSDL thereafter.

v. Once the vote on a resolutions is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

vi. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. Thursday, September 21, 2023. vii. The Company has appointed M/s. SCS and CO. LLP, Practicing Company Secretaries (ICSI Unique Code: L2020GJ008700), to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of the AGM, in a fair and transparent manner.

INSTRUCTIONS FOR CASTING VOTES BY REMOTE E-VOTING

The remote e-voting period begins Monday, September 25, 2023 at 09:00 A.M. (IST) and ends on Wednesday September 27, 2023 at 05:00 P.M. (IST). 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, September 21, 2023 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 i.e. Thursday, September 21, 2023.

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 holding securities in demat mode with NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page 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.

Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e- Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

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 Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider 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 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 securities in demat mode with NSDL

Members facing any technical issue in login can contact 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 with CDSL

Members facing any technical issue in login can contact 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 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.

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) or Physical

Your User ID is:

a) For Members who hold shares in demat account with NSDL.

8 Character DP ID followed by 8 Digit Client ID 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 account with CDSL.

16 Digit Beneficiary ID For example 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 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 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 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 by e-mail to scsandcollp@gmail.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 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:

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 grievances@amrapali.com.

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 grievances@amrapali.com.

3. 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 and joining virtual meeting for Individual shareholders holding securities in demat mode.

4. 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.

5. 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE 29TH AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the 29th AGM is same as the instructions mentioned above for remote e- voting.

2. Only those Members/ shareholders, who will be present in the 29th AGM at the Registered Office of the Company or 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 AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the 29th AGM. However, they will not be eligible to vote at the AGM.

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 AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE 29TH AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM 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. Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at grievances@amrapali.com. The same will be replied by the company suitably.

CONTACT DETAILS:

Company

Amrapali Capital and Finance Services Limited
Unit No. PO5-02E, 5th Floor, Tower A, WTC Gift City, Gandhinagar
Tel No.+91-7926581329
Email: grievances@amrapali.com ; Web: www.amrapali.com

Registrar and

Satellite Corporate Services Private Limited

Transfer Agent

A Wing, Office No. 106 and 107 Dattani Plaza, Andheri Kurla Road, East West Industrial Estate
Sakinaka, Mumbai-400072
Tel No.: +91-22- 2852 0461-62;
Email: service@satellitecorporate.com;scs_pl@yahoo.co.in
Web: www.satellitecorporate.com

e-Voting Agency &

Email: evoting@nsdl.co.in

VC / OAVM

NSDL help desk 1800-222-990

Scrutinizer

M/s SCS and Co LLP,
Practicing Company Secretaries
Email: scsandcollp@gmail.com ; Mo No.: 8128156833

INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO ATTEND THE ANNUAL GENERAL MEETING THROUGH VC/OAVM:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e- voting credentials. The link for VC/OAVM will be available in shareholder/members 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. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

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

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance

during the meeting.

3. 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.

4. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at grievances@amrapali.com The same will be replied by the company suitably.

Registered office:

For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor,

Amrapali Capital And Finance Services Limited

Tower A WTC Gift City, Gandhinagar-382355

CIN: L65910GJ1994PLC118992
Sd/-

Place: Ahmedabad

Alkesh Dashrathlal Patel

Date: September 05, 2023

Chairman and Managing Director
DIN: 00189943

Disclosure under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-II issued by ICSI for Item No.2 & 4:

Name

Mr. Alkesh Dashrathlal Patel

Mrs. Urshita Mittalbhai Patel

Date of Birth

07/01/ 1960 10/09/1990

Qualification

Commerce Graduate

Experience - Expertise in specific functional areas - Job profile and suitability

He is having more than 40 years of wide experience in the field of legal and government department. He is having wide and depth knowledge of the rules, regulations and bylaws of stock exchanges and various government departments.

8 years of experience in accounts and finance and general administration of the Business.

No. of Shares held as on March 31, 2022 including shareholding as a Beneficial Owner.

-

-

Terms & Conditions

Liable to retire by rotation Not Liable to Retire by rotation

Remuneration Last

Nil NA

Drawn

Remuneration sought to be paid

50,000 per month

NA

Number of Board

9 9

Meetings attended during the Financial Year 2022- 23

Date of Original Appointment

March 23, 2015

September 14, 2018

Date of Appointment in current terms

March 1, 2021

November 30, 2023

Directorships held in public companies including deemed public companies Memberships / Chairmanships of committees of public companies**

1.Amrapali Capital And Finance Services Limited

1. Amrapali Industries Limited 2. Amrapali Capital And Finance Services

2.Amrapali Industries Global IFSC Limited Member 2 Committee

limited Chairman- 2 Committee Member- 4 committees

Inter-se Relationship with other Directors.

Mr. Alkesh Dashrathlal Patel is not related to any Director of the Company.

Mrs. Urshita Mittalbhai Patel is not related to any Director of the Company

Information as required pursuant to BSE Circular No. L1ST/COMP/14/2018- 19 dated June 20, 2018

Mr. Alkesh Dashrathlal Patel is not debarred from holding the office of director pursuant to any SEBI order.

Mrs. Urshita Mittalbhai Patel is not debarred from holding the office of director pursuant to any SEBI order.

**Includes only Audit Committee and Stakeholders Relationship Committee

ITEM NO.03

Re-Appointment of Mrs. Urshita Mittalbhai Patel (DIN: 07891320) as Non-Executive Independent Director of the Company: Special Resolution

Mrs. Urshita Mittalbhai Patel (DIN: 07891320) was appointed as an Independent Director on the Board of the Company pursuant to the provisions of Section 149 of the Companies Act, 2013 ("Act") and rules made there under. She holds office as an Independent Director of the Company upto November 30, 2023.

The Nomination and Remuneration Committee, on the basis of the report of performance evaluation of Independent Directors has recommended the reappointment of Mrs. Urshita Mittalbhai Patel (DIN: 07891320) as an Independent Director for a second term of five years upto November 30, 2028.

The Board, based on the performance evaluation of Independent Directors and as per the recommendation of Nomination and Remuneration Committee considers that given the background and experience and contributions made by of Mrs. Urshita Mittalbhai Patel during her tenure, the continued association of Mrs. Urshita Mittalbhai Patel would be beneficial to the Company and it is desirable to continue availing her services as an Independent Director.

Accordingly, it is proposed to re-appoint Mrs. Urshita Mittalbhai Patel as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of five years on the Board of the Company.

Section 149 of the Act prescribes that an independent director of a Company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides further that an Independent Director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the Company and disclosure of such appointment in its Boards report. Section 149(11) of the Act provides that an Independent Director may hold office for up to two consecutive terms.

Mrs. Urshita Mittalbhai Patel is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director.

The Company has received notice in writing from a shareholder under Section 160 of the Act proposing the candidature of Mrs. Urshita Mittalbhai Patel for the office of Independent Director of the Company. The Company has also received a declaration from Mrs. Urshita Mittalbhai Patel that she meets the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. In the opinion of the Board, Mrs. Urshita Mittalbhai Patel fulfills the conditions for appointment as Independent Director as specified in the Act.

Copy of the draft letter for re-appointment of Mrs. Urshita Mittalbhai Patel as an Independent Director (Non- Executive) setting out terms and conditions would be available for inspection in electronic mode.

Brief Profile and other details of Mrs. Urshita Mittalbhai Patel are provided in annexure to the Notice pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard on

General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

The Board recommends the said resolution for your approval.

Mrs. Urshita Mittalbhai Patel is deemed to be interested in the said resolution as it relates to her re-appointment.

None of other the Directors, Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, in the proposed Special Resolution.

The Board recommends the resolution set forth in Item no. 03 for the approval of the members.

ITEM NO. 04

To Approve Payment of Remuneration Payable to Mr. Alkesh Dashrathlal Patel (DIN: 00189943), Chairman and Managing Director of the Company for his Remaining Term: Special Resolution:

Mr. Alkesh Dashrathlal Patel (DIN: 00189943) was appointed as Chairman and Managing Director for a period of 5 years w.e.f March 1, 2021 in the Annual General Meeting held on Thursday, September 23, 2021. Mr. Alkesh Dashrathlal Patel (DIN: 00189943) was appointed under Schedule V of Companies Act, 2013, therefore approval of Shareholders was sought for remuneration of director for 3 years upto February 28, 2024. On the recommendation of the Nomination and Remuneration Committee of the Company, the Board, in its meeting held on September 5, 2023, has considered approval of limit of remuneration, i.e. upto Rs. 50,000 per month with such increments as may be decided by the Board from time to time to be paid to Mr. Alkesh Dashrathlal Patel (DIN: 00189943) for his remaining tenure as Chairman and Managing Director. The other terms and conditions of his appointment, as approved by the Shareholders shall remain unchanged.

The Nomination and Remuneration Committee has noted that the Company has not made any default in repayment of its dues to Banks or Financial Institutions.

Further, as per the provisions of Section 197 the Companies Act, 2013 as amended from time and time, the minimum Remuneration payable to Mr. Alkesh Dashrathlal Patel (Din: 00189943), in the event of loss or inadequacy of profit in any Financial Year, shall be as per the limit set out in be Section II of Part II of Scheduled V to the Companies Act, 2013 or any other applicable limits, as provided by the Central Government in this regard, from time to time.

Pursuant to Sections 196, 197, 198, 203 and all other applicable provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and other applicable Regulations of SEBI (LODR) Regulations, 2015, remuneration payable to Mr. Alkesh Dashrathlal Patel (DIN: 00189943), as Chairman and Managing Director is now being placed before the Members for their approval by way of Special Resolution.

The relevant disclosures in terms of Schedule V to the Companies Act, 2013 is given hereunder;

General Information

Nature of Industry: The Company being a Self-Clearing Member in the Equity Segment of NSE, BSE & MCX-SX, Member of MCX and Clearing Member in NSE F & 0 and NSE Currency Segment, NSE Commodity Segment, BSE Commodity Segment, Trading member of MCX-SX FO, MCX-SX Currency & BSE F & 0 Segment and Depository Participant of NSDL.

Date of commencement of commercial production: The Company is already engaged in the business of providing services.

In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

Financial performance based on given indicators:

(Amount in Lakhs)

Particulars

F.Y. 2022-23 F.Y. 2021-22
Revenue From Operations 1059.81 2045.29
Other Income 492.41 409.00

Total Income

1552.23 2454.29
Less: Total Expenses before Depreciation, Finance Cost and Tax 1512.6 2689.71

Profit before Depreciation, Finance Cost and Tax

39.63 235.42
Less: Depreciation 45.14 39.97
Less: Finance Cost 17.10 150.23

Profit Before Tax

(22.61) 45.21
Less: Current Tax 15.90 16.44
Less: Deferred tax Liability (Asset) 42.71 1.29

Profit after Tax

(81.22) 27.48

Export performance and net foreign exchange: During the year under review, the company does not have any export Performance and net foreign exchange earnings.

Foreign Investment and collaborations, if any: No collaborations has been made by the Company with any of foreign entity.

Information about the Chairman and Managing Director:

Background Details: Mr. Alkesh Dashrathlal Patel (DIN: 00189943), is having 41 years of wide experience in the field of legal and government department. He is Expertise in the field of Law. He is having wide and depth knowledge of the rules, regulations and buy laws of stock exchanges and various government departments.

Past Remuneration: Rs.18000 per month

Job Profile and his suitability: Mr. Alkesh Dashrathlal Patel is having 41 years wide experience in the field of legal and government department, he is looking after overall operation of the Company.

Terms and conditions of Remuneration: -

Basic Salary up to Rs. 50,000 per month excluding perquisite mentioned hereunder for the existing term.

Comparative remuneration profile with respect to Industry, Size of the company, Profile of the position and person: Taking into consideration the size of the Company, the profile of Mr. Alkesh Dashrathlal Patel, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level incumbents, in other companies.

Pecuniary relationship directly or indirectly with the company or relationship with managerial personnel:

Mr. Alkesh Dashrathlal Patel has pecuniary relationship to the extent he is director of the Company of the Company.

In compliance with the provisions of Sections 196, 197, 198 and other applicable provisions of the Act, read with Schedule V to the Act, the appointment of Mr. Alkesh Dashrathlal Patel (DIN: 00189943) as a Chairman and Managing Director of the Company are now being placed before the Members for their approval. Further, remuneration proposed above shall be valid for the existing term of Mr. Alkesh Dashrathlal Patel (DIN: 00189943) until revised further with other terms and conditions remaining unchanged as per the resolution passed.

Mr. Alkesh Dashrathlal Patel (DIN: 00189943) for the term as Chairman and Managing Director will be beneficial to the operations of the Company and the same is commensurate with his abilities and experience and accordingly recommends the Special Resolution at Item No. 04 of the accompanying Notice for approval by the Members of the Company.

Except Mr. Alkesh Dashrathlal Patel (DIN: 00189943) and his relatives to the extent of their shareholding in the Company, none of the Directors or Key Managerial Personnel of the Company including their relatives is interested or concerned in the Resolution.

Registered office:

For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor,

Amrapali Capital And Finance Services Limited

Tower A WTC Gift City, Gandhinagar-382355

CIN: L65910GJ1994PLC118992
Alkesh Dashrathlal Patel
Chairman and Managing

Place: Ahmedabad

Director

Date: September 5, 2023

DIN: 00189943