C \owik Grou Norice NOTICE is hereby given thatthe 40 Annual General Meeting of Lohia Corp Limited will be held on Wednesday, the 7" day of September 2022 at 3:00 P.M. at its Head Office at Lohia Industrial Complex, Chaubepur, Kanpur, at a shorter notice, to transact the following businesses: ORDINARY BUSINE! 1 To receive, consider and adopt i ‘The Audited Standalone Financial Statements of the Company for the Financial year ‘ended 31* March 2022, together withthe Reports ofthe Board of Directors and Auditors thereon; ii, The Audited Consolidated Financial Statements of the Company for the Financial year ended 31” March 2022, together with the Report of Auditors thereon. 2. To confirm and approve the Interim Dividend paid as the Dividend for the financial year 2021- 2, 3 To appoint a Director in place of Mr. Anurag Lohia (DIN: 00205680), who retires by rotation and being eligible, offers himself for re-appointment, 4 ‘To appoint a Director in place of Mr. Ujjal De (DIN: 00082416), who retires by rotation and being eligible, offers himself for re-appointment 5. To appoint M/s. V. Awasthi & Arvind Shrish, Chartered Accountants (Firm Registration No.: (08099), as the Joint Statutory Auditors of the Company for a period of 5 (five) consecutive ‘years to hold office from the conclusion of ensuing Annual General Meeting till the conclusion ‘ofthe Forty-Fifth Annual General Meeting of the Company to be held in the year 2027 and to fix their remuneration and pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 1393) and other applicable provisions of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) the Company hereby appoints M/s. V. Awasthi & Arvind Shrsh, Chartered ‘Accountants (Firm Registration No: 08099C), as the Joint Statutory Auditors of the Company for a period of 5 (Five) consecutive years to hold office from the conclusion of this Annual General Meeting till the conclusion of the Forty-Fifth Annual General Meeting ofthe Company ‘on such remuneration as may be mutually agreed between the Board of Directors and the ‘Auaitos.” SPECIAL BU: SS: Approval of Remuneration payable to Cost Auditors of the Company To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant othe provisions of Section 148(3) and other applicable provisions, ifany, ofthe Companies Act, 2013, and the Companies (Audit and Auaitrs) Rules, 2014 (including any statutory modifieation(s) or re-enaciment thereof forthe time being in force), the consent of the ‘members be and is hereby accorded to ratify the remuneration as decided by the Board of Di nae Lohia Corp Limited yy Feel. Of: 0-9, Pani Industrial Estate, Kanpur ~ 208 022, Inda |T: +81 512 2593499 | M: +91 9996294101 | F: 491 512 2593500 | E:isldlohingrot com HO: Lohia Industrial Complex, Cnaubepur, Kanpur 209 203, India | T: +91 §12 2585100 |M: +91 9896294000 | F: «91 612 2593099 ‘Sales Offices in nia: Anrsedabad | Bengali | Deh | Kolkata wurehiogrop cmbased on the recommendation of the Audit Committee, of Rs.1,20,000/- plus taxes as applicable and reimbursement of out of pocket expenses to M/s. Rakesh Misra & Co,, Cost Accountants, appointed by the Board to conduct the audit of cast records for the financial year ending on March 31, 2023." Re-appoi of Mr, Paritosh Ki Director of the Compas ir Mukherjee (DIN: 06467381) as the Wholetime To consider, and if thought fit, to pass, with or without modifi a Special Resolution: (5) the following resolution as “RESOLVED THAT pursuant to the provisions of Seetion 196, 197 and 203 read with V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies. (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory ‘modification(s) or re- enactment(s) thereof for the ime being in force) and as recommended by the Nomination and Remuneration Committee of the Company, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Paritosh Kumar Mukherjee (DIN:06467351) as the Wholetime Director of the Company for a term of five years west December 24, 2022, on the following terms and eonditions:= hedule Basie salary upto a maximum scale of Rs.6,00,0000- per month with annual ine determined by the Board from time to ¢ be - with present Basie Salary of Rs.3,11,000/- per month, Perquisites and Allowances = House Rent Allowance upto a maximum of Rs.26,500/- per month, ‘© Company maintained ear with driver: © Gratuity, Bonus and Le fess per the Company's policies, RESOLVED FURTHER THAT in the event ofabsence or inadequacy of profits in any Financial ‘year, the remuneration payable to Mr. Mukherjee by way of salary, allowances, perquisites ete. shall not exceed the maximum limits as prescribed under Schedule V of the Companies Act, 2013, as ended from time to time. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to revise, alter or vary the remuneration including perquisites in such manner as the Boa er proper from time to time, subject to the ov 1s of the toal managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such other limit as may bee preseribed from time to time. Re-appointment of Mr. Raj Kumar Lohia (DIN: 00203659) as the Chairman & Managing, Director of the Company To consider. and if thought fit, to pass, with or without modifica a Special Resolution \), the Following resolution as “RESOLVED THAT pursuant (0 the provisions of Section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (inelding any statutory ‘modification(s) or re- enactment(s) thereof for the time being in force and as recommended by the Nomination and Remuneration Committee of the Compar ‘consent of the members of the9. Company be and is hereby accorded to the reappointment of Mr. Raj Kum: (00203659) as the Chairman & Managing Director of the Company fora tem of February 21, 2023, on the following terms and conditions- Lobia (DIN: © years wat © Basie Salary: Rs.30,00,000!- per month, Commission upto 1.5% on the annual net peofits of the Company, computed in the ‘manner la in Section 198 of the Companies Act, 2013, as may be decided by the In addition to S ry, he shall be entitled to the following perquisites: © House Rent Allowance @ 50% of Basic Salary per month; © Company's contribution to Provident Fund shall be restricted to Rs.1,800/- per month; ‘© Company's contribution to National Pension Scheme shall be restricted to Rs.60,000/- per month: ‘+ Medical Reimbursement 10 cover the expenses ineurred by him on treatment of mily members on actual basis; er perquisites as per Company's Rules. - a RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any year, the remuneration payable to Mr. Raj Kumar Lobia by way of salary, allowances, perquisites ‘and commission shall not exceed the maximum limits as preseribed under Schedule V of the ‘Companies Act, 2013, as amended from time to time. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to revise, alter or vary the remuneration including perquisites in such manner as the Board may consider proper from time to time, subject to the overall ceiling. ofthe total managerial ‘remuneration as provided under Section 197 of the Companies Act, 2013 or such other limit as may. be prescribed from time to Approval of LCL‘Employce Stock Option Scheme 2022" ‘To consider, and if thought fit, to pass, with or without modi pecial Resolution: RESOLVED THAT pursuant to the provisions of Section 62(1\b) and other appl provisions, if any. of the Companies Act, 2013 and the provisions of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, provisions of the Securities and Exchange Board of India (Share Based Employce Benefits & Sweat Equity) Regulations, 2021 (*SBEB Regulations” read with circulars issued thereunder to the extent applicable, the relevant provisions of the Memorandum and Articles of Association of the Company, and subject to such other approvals, permissions and sanctions, the approval of the members be and is hereby accorded to the Introduction and implementation of “LCL Employee Stock Option Scheme 202° (“ESOS 2022"/ “Scheme") authorising the Board of Directors of the Company (hereinafier referred to as the ‘Board’ which term shall be deemed 10 include any Committee, including the Nomination and Remuneration Commitee which the Board has constituted) @ ereate and grant not exceeding '30,00,000 (Fifly Lakh) employee stock options (“Options”) from time to time, in one oF more tranches, to such person(s) who are in permanent employment or service of the Company or of ‘Company's subsidiary(ies), including any director, whether whole-time ornot (other than promoters and persons belonging. the promoter group, independent directors and directors holding directly fF inditectly mote than 10% (ten percent) of the outstanding equity shares of the Company), subject to their eligibility as may be determined under the Scheme, exercisable into not more than 50.00,000 (Fifly Lakh) equity shares of the Company of face value of Re. 1/- each fully paid-up, to be issued by the Company to the Option grantees upon exercise of Options, where one Option upon exercise shall convert into one equity share of the Company subject to payment recovery of requisite «exercise price and applicable taxes, on such terms, condition and in such manner as the BoardCommittee may decide in at of the Scheme, dance with the provisions of the applicable laws and the provisions RESOLVED FURTHER THAT the equity shares of the Company as. pari passin all respects with the then exis ecified he equity shares of the Company, above shall RESOLVED FURTHER THAT in case of any corporate acti (8) such as rights issues, bonus » merger and sale of division and others, if any additional equity shares are issued by the Company to the Option grantees for the purpose of making a fair and reasonable adjustment to the Options granted earlier, the ceiling on the number of Options mentioned in the resolution above, shall be deemed to be increased to the extent of such additional equity shares to be issued. RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the ceiling in terms of number of equity shares: specified above shall automatically stand augmented or reduced, as the in the same proportion as the face value per equity share shall bear to the revised face value of the equity share of the Company after suich sub-division or consolidation, RESOLVED FURTHER THAT the Company shall conform to the accour from time to time under the applicable laws and regulations to the Scheme. ing policies prescribed he extent relevant and applicable to RESOLVED FURTHER THAT the Board be and is hereby authorized at any ti change, vary, alter, amend, suspend or terminate the Scheme subject to approval ofthe members by \way of a special resolution fo the extent required under the applicable laws and regulations and to do all such acts, deeds, matters and things as may at its absolute discretion deems fit, for such purpose and also to settle any issues, quest Ticulties or doubts that ma is reward and further to execute all such documents, writ ive such directions and or instructions as may be necessary or expedient fo give effect to such modification, change, variation, alteration, ‘amendment, suspension or termination of the Scheme and doall other things incidental and ancillary thereof.” Approval of grant of employee stock options under “LCL Employee Stock Optio 2022" to the employees of Subsidiary ies) Wit to pass, with or without moditication(s), the following resolution as 1 Special Resolution: “RESOLVED THAT pursuant to the provisions of Scetion 62(1Xb) and other applicable provisions, if any, of the Companies Act, 2013 and the provisions of Rule 12 of the Companies, (Share Capital and Debentures) Rules, 2014, provisions of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (“SBEB Regulations”) read with circulars issued thereunder to the extent applicable, the relevant provisions of the Memorandum and Articles of Association of the Company, and subject 10 such other approvals, permissions and sanctions, subject to approval of “LCL Employee Stock Option Scheme 2022" (ESOS 20227/ “Secheme”), the approval of the members be and is hereby accorded autho the Board of Directors of the Company (hervinafier referred to ax the “Board” which term shall be deemed ta include any Commitie, including the Nomination and Remuneration Committee which the Board has constitued) 10 ereate and grant employee stock options (“Options”), fron time to time, in one or more tranches, within the limit of Options reserved under the Scheme, t0 such person(s) who are in permanent employment or service of the Company's subsidiary(ies), in of ‘outside India, or including any director of such subsidiary(ies), whether whole-time or not (other than promoters and persons belonging to the promot lependent dircetors and directors hhokding directly oF indi Company), subject to their eligibility as may be determined under the Scheme, exercisable into ‘equal number of equity shares of the Company of face value of Re. I/- each fully paid-up, to be issued by the Company to the Option grantees upon exercise of Options, where one Option upon ‘exercise shall convert into one equity share of the Company subject to payment! recovery’ ofDate: August 27, 2022 for Lat Place: Notes: n and in such manner as the ide in accordance with the provisions of the applicable laws and the requisite exercise price and applicable taxes, on such terms, condi Board/ Committee may di provisions ofthe S By order of the Board of Di ited Delhi Shikha Srivastava Company Secretary & Comp M.No.: A22406 BER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO. APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELE AND. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY, PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE, MEETIN A person ean act as a proxy on behalf of Members not exceeding 50 and holding in the ageregate not ‘more than ten percent of the total share capital of the Company carrying voting rights. A Member holding, more than ten percent of total share capital of the Company cartying voting rights may appoint a single person i proxy and such person shall not aet as « proxy for any other person or shareholder. Explanatory Statemient pursuant to Section 102 oF the Companies Act, 2013 is annexed hereto. Members are requested to notify im ch Folio number. ately a their address to the Company, quoting Pursuant to provisions of Section 124 and Section 125 of the Companies Act, 2013, the amount of ining unpaid or unclaimed for a period of seven years from the date of its { Dividend Account of the Company is required to be transferred tothe Investor Education and Protection Fund and no payment shall be made in respect of any such claims by the Fund. Pursuant to the aforesaid provisions of the Companies Act, 2013. no amount is due for transfer tothe Investor Fdueation and Protection Fund, Members desiring any information as regards the Annual Accounts are requested (© write to the Company at least 2 days before the da as to enable the management to keep the information of the meeti Members are requested to bri their copy of the Annual Report and the attendance slip (0 thEXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act 2013) ‘As required under Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out the material facts relating to Item nos. 6 (0 10 of the accompanying Noti Kem no. 6 The Board of Directors after considering the recommendation of Audit Committee, appointed M/s, Rakesh Misra & Co,, Cost Accountants, as the Cost Auditors to carry out the audit of cost records of the Company for the financial year ending on March 31, 2023 and approved the remuneration of Rs.1,20,000/- plus tax as applicable and reimbursement of out of pocket expenses As per the provisions of section 148(3) ofthe Companies Act, 2013 read with the Rule 14 ofthe Companies (dit and Auditors) Rules, 2014, the remuneration to the Cost Auditors fixed by the Board of Directors i required 0 be ratified by the members by passing a resolution, ‘ansent of the members is sou ht for passing an Ordinary Resolution as set out at Hem n0.6 of the Notice for ratification of remuneration payable to the Cost Auditors for the financial year ending on March 31, 2023. None of the Directors or Key Managerial Personnel of the Company of their velatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Hem 10.6 of the Notice, Your Directors ree: Resolution, the passing of resolution set out at Item no.6 of the Notice as an Ordinary Kem no. 7 Mr. Paritosh Kumar Mukherjee is working as Wholetime Director (WTD) of the Company since 20 12. He was re-appointed as a WTD by the members of the Company at their meeting held on December 30, 2020 for a period of two years w.e.f, December 24, 2020, His present tenure is coming to an end on December 23, 2022. Mr. Mukherjee is a Mechanical Engineer from IIT, Kharagpur and has done P.G.D.B.M. from XLRI, Jamshedpur, having experience of more than 50-years with various. repu Mukherjee may have erossed the age of 70, he is in good physical condition and ‘mind. The Board is confident about Mr. Mukherjee being able to function and discharge his duties and competent manner Considering his wide experience in the industry and the fact that he can add value towards the growth of the ‘company, his re-appol ‘of Nomination and Rew Director of the Comps resolution. The Re ineration Committee, it fs proposed 10 re-appoint Mr. Mukherjee as the Whol 1 for a period of live years w.e.6; Devember 24, 2022, on the terms as mentioned in the wneration and Perquisites as mentioned in the Resolution may be treated as written nemorandum setting out the terms of re-appointment of Mr, Mukherjee under section 190 of the Comp Act, 2013, The Board of Directors of your Company recommend pass fas Mr. Mukherjee has attained the age of 70 years. ofthe aforesaid Resolution as Special Resoluion None of the Directors or Key Managerial Personnel of the Company or their reatives, except Mr. Mukherjee are in any way, concerned or interested, financially or otherwise, in the resolution set out at Hem no.7 of the Notice. Hem no, 8 Mr. Raj Kumar Lohia was re-appointed as the Chairman & Managing Director of the Company in the Extra Ordinary General Meeting held on March 20, 2020 and his present tenure shall expire on February 20, 2023, Pursuant to the provisions of Section 196(2) of the Companies Act, 2013, Mr. Lohia’s re-appointment is beingtaken up inthis meeting, He is one of the founding Directors of the Company who is on Board since its inception, He completed his bachelor’s degree in arts from Kanpur University and has over 40 years of experience in technical textile, specially in raffia industry. He is responsible for the overall management of the Company and together with ‘our senior management, is responsible for overseeing the strategic growth initiatives and expansion plans. His ‘guidance and leadership have enabled the Company to reach its present position in the industry ‘Considering his contribution in the growth of the Company, his re-appointment would be inthe larger interest, ‘of the Company. Hence, based on the recommendation of Nomination and Remuneration Committee, itis proposed (0 re-appoint Mr. Lohia as the Chairman & Managing Director (CMD) of the Company for a period. of five years wef. February ‘on the terms as mentioned in the resolution. The Remuneration and Perquisites as mentioned in the Resolution may be treated as writen memorandum setting out the terms of re- Appointment of Mr. Lohia under section 190 of the Companies Act, 2013 is pertinent to mention here that as per the first proviso to sec 196(3}(a) ofthe Act, ifa person has attained the age of 70 years, he can be appointed as CMD only by passing of a special resolution, Since Mr. Raj Kumar Lohia will atiain the age of 70 years on August 21, 2024, which will fall during his proposed tenure of five years, the Board recommends the passing of resolution as Set out at Item no.8 in the Notice for approval of the members as.a Special Resolution. The Board is confident about Me. Lohia being able to function and discharge his duties in an able and competent manner even after the age of 70 years Mr. Lohia himself and his son, Mr. Gaurav Lohia (Chief Operating Officer), are interested in the said resolution. Save as disclosed, none of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item 1no.8 of the Notice. Htem nos. 9 & 10 Your Company believes that share based employee benefit schemes are effective tools to reward the key employees for their contribution to the corporate growth, to create an employee co-ownership culture, 10 attract new talents, fo retain critical resources and knowledge in the organisation, The Company appreeiates the critical role its people play in the organizational growth, To reward such employees for their association, dedication and contribution to the goals of the Company and as well as to attract, rel ‘motivate, and incentivize ki i, the Company is intending to issue employee stock options Options’ under an employee stock option scheme namely “LCL Employee Stock Option Scheme 2022" (“ESOS 20% ‘Scheme”) (0 the eligible employees and directors (referred to as “employees” as more particularly specified in point no. ¢ below) of the Company as well as those of its subsidiary(ies) as determined under the Scheme from time to time. Pursuant (o the provisions of Section 62(1 Xb) of the Companies Act, 2013 reaul with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 and to the extent applicable provisions of the Securities and Exch Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 202 (*SBEB Regulations”) read \ith circulars issued thereunder, any Options or equity shares being issued pursuant an emplayee stock option scheme requires the approval of the sharcholders of the Company by way of a special resolution Accordingly, the Nomination and Remuneration Committee of the Directors (Commit Directors of the Company at their respective meetings held on August 2 the introduction of the Scheme, subject to your approval, ‘and the Board of 2022 and August 27, 2022, approved ‘The m: res of the Scheme are given as und. fa) Brief deseription of the Scheme: The Company proposes to introduce the Scheme primarily with a view to atte motivate the key employees that would lead to higher corporate growth and productivity. The Scheme ——__ retain, incentivise andby ° a contemplates grant of Options to the employees as ma applicable laws and provisions of the Scheme. bbe determined in compliance with the After vesting of Options, the eligible employees earn a right (but not obligation) to exercise the vested Options within the exercise period and obtain equity shares of the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon The Committee ofthe Company shall supervise and administer the Scheme. All questions of interpretation of the Scheme shall be determined by the Committee and such determination shall be final and binding ‘upon all persons having an interest in the Scheme. Total number of Options to be granted: The total number of Options to be granted under the Scheme shall not exeeed 50,00,000 (Fifty Lakh), The SEBI Regulations require that in ease of any corporate action(s) such as rights issues, bonus issues, werger and sale of division and others, a fair and reasonable adjustment needs to be made to the Options, ned. In this reward, the Committee shall adjust the number and price of the Options granted in such a nner thatthe total value ofthe Options granted under the Plan remain the same alter any such corporate if any additional Options are issued by the Company to the Option grantees for such fair and reasonable adjustment, the ceiling of Options referred above shall be deemed to be «!{0 the extent of such additional Options issued. Identification of classes of employees entitled to participate in the Sche Employee means (i) a permanent employee of the Company working in India or outside India; or (ii) a director of the Company, whether a whole-time direetor oF not, dependent director and (ii) an employee as defined in sub-clauses (i) or (i), oF subsidiary(ies), in India or outside India, of the Company, but does not include: ‘* an employee who is a promoter or a person belonging tothe promoter group: and ‘¢ a director who either by himself/herself or through his/her relatives or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company. {excluding an Provided that upon listing ofshare of the Company the oyee” shall have meaning as under ‘employee as designated by the Company, who is exclusively working in India or: ‘a director of the Company, whether a whole-time director or not, including who is not a promoter or member of he promoter eroup but exclading an independent director: and employee as defined in sub-clauses (a) and (b), of subsidiary(ies) in India or outside India, of the ‘Company, but exeludes i. an employee who is a Promoter or belongs to the Promoter Group: and ii, adirector, who cither by himself or through his relatives or through any-body corporate, directly or indirectly hols more than 10% of the outstanding Shares of the Company. Provided further that acs Il be eligible 10 par subject to prior approval ofthe shareholders by way of separate special resolution, ployee of any subsidiary(ies), inthe Scheme Requirements of vesting and period of vesting Vesting of Options would be subject to continued employment or service, subject to the condition that the e of resignation or termination. The only exception of Vesting without continuation of employment or service shall be on account of death, permanent ineapacity and rei employee is not servi Subject to above, the Options would vest essentially on the basis of continued tenure, Apart from this, the Committee may prescribe achievement of any performance condition(s) for vesting as deemed appropriate. Unless the eligibility criteria/ appraisal process factors-in performance of the employees for the purposes of the grant, the Committee shall endeavour to impose mandatory performance vesting conditions forall ora part the vesting of options,° 8 hy D The Committee may, at its discretion, lay down certain performance metrics on the achievement of which the granted options would vest, the detailed terms and conditions relating to such performance-based vesting, and the proportion in which options granted would vest (subject to the minimum and maximum vesting period as specified below). All the Options granted on any date shall vest not earlier than statutory minimum vesting period of one year and not later than the maximum vesting period of five years from the date of grant of Options, Suijeet to these mini \d maximum vesting, periods, the Committee shall have the authority 10 {determine the period over which the Options would vest along with specification of relative pereentage of vesting, The vesting dates or vesting percentages in respect of the Options granted under the Scheme may from employee to employee or any class thereot as determined by the Commitee in the interests of the business. {In the event of death or permanent incapacity of an employee, the minimum vesting period shall not be applicable and in such instances, all the unvested Options shall vest with effect from date of the death or permanent ineapacit Maximum period which the Options shall be vested: The maximum vesting period shall be five years commencing from the date of grant of Options, Exercise price or pricing formul i. For Options granted prior to listing: The exereise pr (forty percentage) discount to the per such Option shall be subje tial public offer price. to 40% ji, For Options granted post listing: ‘The exercise price per such Option shall be such as may be determined by the Committee subject to a maximum discou a) up to 40% (forty perce ial public offer pric (Gsix) months offs (b)_up to 40% (forty pereentage) of market price as on date of eran in case of g First 6 (six) months of isting, sin case grant is made within first 6 nis made after Exercise period and the process of exercise: The Exercise period shall be five years from the date of respective vesting or such other shorter period sas may be decided by the Committee from time to time. Employees desirous of exercise may submit an application in weit respects or by any other means as decided by the Committee, for the vested in him. The process of exerei employee to the Company to the Company complete in all ue of Shares against the Options requires payment of exercise price and applicable taxes by the The Options shall laps {Fnot exercised within the specified exercise period Appraisal process for deter the eligibility of employees under the Scheme: Appraisal provess for determining the eligibility of the employees shall be decided from time to time by the Committee. The broad criteria for appraisal and selection may include parameters like tenure of association, performance during the previous years, potential contribution towards strategic growth, ‘contribution to team building and suceession and such other criteria as may be decided from time to time. Maximum number of Options to be issued per employee and in aggregate: The number of Options that may be granted per employee shall not exceed 2,00,000 (Two Lakh) ‘one or more grants made under the Scheme and in aggregate for all employees taken to subject to overall ceiling specified in point (b) above. der her shall bedD ky » ™) n) °) ») ” ” Maximum quantum of benefits to be provided per employee: There is no contemplation of benefit other than grant of Options shall be subject to ceiling specified in point hereinabove, of Options ‘The conditions under which option vested in employees may lapsé ‘The vested Options shall lapse in case of termination af employment due to misconduet or due to breach ‘of Company policies or the terms of employment. Further, irrespective of employment status, in case vested Options are not exercised within the prescribed exercise period, then such vested Options shall lapse. ‘The specified time period within which the employee shal exercise the vested Options in the event ‘of proposed termination of employment or resignation, retirement of employes: Incase of resignation / termination without misconduct of an empleyce, all vested Options as on date of submission of resignation termination may be exercised bythe Option Girante within three months from the date of resignation termination. Incase of termination due to miseondt, ll ves Options which ‘were not exercised a the time of such termination shall stand canceled with effec from the dae of such termination In case of retirement of an employee, vested options are exercisable within twelve months from the date of retirement. For any vesting after retirement, the newly vested options can be exereised within twelve ‘months from the date of such vesting, the case of term Options are exerci tion of employment due to permanent incapacity or death of an employee. all vested Je within twelve months from the date ofthe event. Route of Scheme implementation: The Scheme shall be implemented and administered directly by the Company. Source of acquisition of shares under the Scheme: The Scheme contemplates primary shares to be issued by the Company upon exercise of vested Options. Amount of loan to the trust, if any, by the Company and maximum percentage of secondary acquisition Presently, the Scheme does not contemplate secondary acquisition nor trust route, nor loan toa trust Disclosure and Accounting Policies: The Company shall comply with the di osure and the accounting policies prescribed as per prev guidelines and upon listing of securities of the Company, the Company shall comply with th accounting policies and diselosure requirements as preseribed under Revulations M4 and 15 of the SBEB Regulations. Method of Option valuation: The Company shall adopt ‘fair value method” for valuation Options as prescribed under the relevant accounting standard notified by the appropriate authorities from time to time, Period of Loc The shares issued pursuant fo exercise of Options shall not be subject (o any lock-in period restriction except such restrictions as may be prescribed under applicable laws including that under the code of conduct framed, if any, by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended. Lo8) Terms & conditions for buyback, if any, of specified securitiey Options covered granted under the Schem: Subject to the provisions of the then prevailing applicable laws, the Committee shall determine the procedure for buy-back of Options granted under the Scheme if to be undertaken at any time by the ‘Company, and the applicable terms and conditions thereof ©) Dectaration In case the Company opts for expensing of Options using the intrinsic value, the difference between the ‘employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options and! the impact of this difTerence on profits and on Earning Per Share (“EPS”) of the Company shall also be disclosed in the Directors’ report Consent of the members is being sought by way of Special Resolution pursuant to Section 62(1)(b) and all ‘ther applicable provisions, if any, of the Companies Act, 2013 and as per Regulation 6 of the SBEB Regulations. A draft copy of the Scheme is available for inspection at the Company's Registered Office during official hhours on all working days till the date of the general meet None of the Directors, Key Managerial Personnel of the Company including their relatives are interested or ‘concerned in the resolution, except to the extent they may be lawfully granted Options under the Scheme. In light of above, your Board recommends your approval of the Special Resolutions a item nos. 9 & 10. By order of the Board of Directors Comp Limited ss for Lohi ava Pc? Company Secretary & Complianee Otfice M. No: A22406Form No. M Proxy form {Pursuant (0 section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] ‘CIN: U29263UP1981PL.C005446 Name of the Company: Lohia Corp Limited Registered Office: D-3/A, Panki Industrial Estate, Kanpur ~ 208022 Name ofthe member(s) Registered address: E-mail kd Folio NovClient td DP ID: NIA liwe, being the member (5) of the above. appoint -d Company, holding __ Equity shares, hereby 1 Name: Address: E-mail kd Signature: +r failing him 2 Nam Address: E-mail i: sor failing him as my/our proxy {0 attend and vote (on a poll) for melus and on my/our behalf at the 40 Annual General Meeting of the Company to be held on Wednesday, the 7 day of September, 2022 at 3:00 P.M. at it Office at Lohia Industrial Complex, Chaubepur, Kanpur, and at any adjourn resolutions as are indicated in the Not ith thereof in respey -e of the meeting enclosed here\ ned this____day of | 2022 Signature of Shareholder Alix ature of Proxy holder(s) Revenue stamp Note: This form of proxy in order 10 be effective should be duly completed and deposited at the Registered Office of the Company, not less shan 48 hours before the Commencement of the Meeting.ATTENDANCE SLIP DP ID. FOLIONO. CLIENT ID NO. GF SHARES ne & Address of Shareholder / Proxy holder: | certty that Lam a Registered Shareholder / Proxy forthe Reuistered Sharcholder of the Company. hereby record my presence atthe 40* Annual General Meeting of the Company held on Wednesday, the 7 day of September, 2022 at 3:00 P.M. a its Head Office at Lohia Industrial Complex, Chaubepur, Kanpur ignature Note: Shareholder attending, the meeting in person or by proxy is requested to complete the attendance slip and handover ai the entrance of the Meeting HallROAD MAP » -