Servotech Power : Extra Ordinary Meeting

8th September, 2022

To,

National Stock Exchange of India Limited

Exchange Plaza, NSE Building,

Bandra Kurla Complex,

Bandra East, Mumbai-400 051

Trading Symbol: SERVOTECH

Sub.:- Notice of Extra-Ordinary General Meeting ("EGM")

Dear Sir/Madam,

In compliance with the Regulation 31 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice convening the Extra-Ordinary General Meeting ("EGM") of shareholders of the Company.

The EGM is scheduled to be held on Saturday, 1st October, 2022 at 11:00 A.M. (IST) through Video Conference ("VC") and Other Audio Visual Means ("OAVM").

The Notice is also available on the Company's website at www.servotech.in

Brief information relating to the EGM is as mentioned herein below:

Sl.	Particulars	Details
No.
1.	Day, Date and time of EGM	Saturday, 1st October, 2022 at 11:00 A.M. (IST)
2.	Mode	Video Conference ("VC") and Other Audio Visual
		Means ("OAVM")
3.	Cut-off date for e-voting	24th September, 2022
4.	E-voting start date and time	9:00 A.M. (IST) on Wednesday, 28th September, 2022
5.	E-voting end date and time	5:00 P.M. (IST) on Friday, 30th September, 2022
6.	E-voting website of NSDL	www.evoting.nsdl.com

Kindly take the above information on record and oblige.

Thanking You,

Yours Faithfully

FOR SERVOTECH POWER SYSTEMS LIMITED

PRIYA PANDEY

Digitally signed by PRIYA PANDEY Date: 2022.09.08 17:49:05 +05'30'

PRIYA PANDEY

COMPANY SECRETARY

ICSI MEM. NO.: A35815

_____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________

____________________________________________________________________________________

Servotech Power Systems Limited

CIN : L31200DL2004PLC129379

REGISTERED OFFICE: 806, 8th Floor, Crown Heights, Hotel Crown Plaza, Sector-10 , Rohini, New Delhi -110085 PLANT AND R&D :76A ,Sector-57, Kundli Industrial Area, Sonepat, Haryana-131028

Tel No : 011-41183117,• Sales: [phone],• Email : [e-mail] , •Website:

www.servotech.in

SERVOTECH POWER SYSTEMS LIMITED

CIN:- L31200DL2004PLC129379

Registered Office: 806, 8th Floor, Crown Heights,

Crown Plaza, Sector-10, Rohini, New Delhi-110085

Phone: [phone]-60

E-mail:[e-mail]; Website-www.servotech.in

NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the EXTRA-ORDINARYGENERAL MEETING of the Members of SERVOTECH POWER SYSTEMS LIMITED ("the Company") will be held on Saturday, 1st October, 2022 at 11.00 a.m. IST through Video Conferencing ("VC") or Other Audio Video Means ("OAVM") to transact the following Special Business:

1. To Offer, Issue and Allot Equity Shares on Preferential Basis to other than Promoter and Promoter Group of the Company

To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Foreign Exchange Management Act, 1999, as amended or restated

("FEMA"), and rules, circulars, notifications, regulations and guidelines issued under FEMA, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), as amended from time to time, the listing agreements entered into by the Company with the National Stock Exchange of India Limited ("NSE") on which the Equity Shares of the Company having Face Value of Rs. 10/- each ("Equity Shares") are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs("MCA"), the Reserve Bank of India ("RBI"), the Securities and Exchange Board of India ("SEBI") and/or any other competent authorities (hereinafter referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which may be agreed to by the Board of Directors of the Company

(hereinafter referred to as the "Board" which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), consent of the Members of the Company be and is hereby accorded to create, issue, offer, allot and deliver in one or more tranches up to 27,25,000 (Twenty Seven Lakhs Twenty Five Thousand ) Equity Shares of the Company of the face value of INR 10/- (Rupees Ten) each ("Equity Shares") fully paid at a price not lower than INR 93/- (Indian Rupees Ninety Three only) (inclusive of face value of INR 10/- each) per share for cash, to the following subscriber(s) who does not belong to the Promoter and Promoter Group of the Company for cash consideration by way of a preferential issue on a private placement basis ("Preferential Issue"), and on such terms and conditions as may be determined by the Board in accordance with the Act, SEBI ICDR Regulations and other

applicable laws.

PRIYA	Digitally signed by
PRIYA PANDEY
PANDEY	Date: 2022.09.08	1
17:49:54 +05'30'

Sl.	Names of the Proposed Allottees	No. of Equity Shares
1.	Zenith Mutli Trading DMCC	20,00,000
2.	Awadh Impex and Warehousing Pvt Limited	75,000
3.	Ms. Ahanna Bhatia	50,000
4.	Ms Meenakshi	500000
5.	Mr. Rohit Jain	50,000
6.	Ms. Vineeta jain	50,000
	TOTAL	27,25,000

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the Equity Shares is 1st September, 2022, being the date 30 days prior to the date of this ExtraOrdinary General Meeting ("Relevant Date") on which this special resolution is proposed to be passed.

RESOLVED FURTHER THAT without prejudice to the generality of the above Resolution, the issue of the Equity Shares to the Investor under the Preferential Issue shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

1. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on NSE subject to receipt of necessary regulatory permissions and approvals.
2. The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.
3. The Equity Shares to be allotted shall be locked-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
4. The Investor shall be required to bring in the entire consideration for the Equity Shares to be allotted to such Investor, on or before the date of allotment thereof.
5. The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investor.
6. The Equity Shares shall be allotted in dematerialised form only within a maximum period of fifteen (15) days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permissions.

Without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to form part hereof.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts,

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arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the NSE as appropriate and utilisation of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchanges for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable law, consent of the members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottee inviting them to subscribe to the Subscription Shares in accordance with the provisions of the Act.

RESOLVED FURTHER THAT that the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/Company Secretary/any Officer(s) of the Company to give effect to the foregoing resolution.

RESOLVED FURTHER THAT all actions taken by the Board or committee(s) duly constituted for this purpose in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

2. Issuance of Warrants convertible into Equity Shares to Promoter of the Company on a Preferential Basis

To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended ("SEBI LODR"), read with the provisions of the Memorandum of

Association and Articles of Association of the Company, the uniform listing agreement entered into by the Company with National Stock Exchange of India Limited ("NSE") and in accordance with the rules, regulations, guidelines, notifications, circulars and clarifications issued thereon from time to time by Securities and Exchange Board of India ("SEBI"), NSE, Ministry of Corporate Affairs ("MCA") and/or any other competent authorities (hereinafter singly or collectively referred to as the "Appropriate Authorities") and subject to necessary approvals, permissions, consents and sanctions as may be necessary from the Appropriate Authorities in this regard and further subject to such terms, conditions, alterations,

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corrections, changes, variations and/or modifications as may be prescribed or imposed by the Appropriate Authorities while granting any such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "Board, which term shall include any Committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), consent and approval of the Members of the Company be and is hereby accorded to Company to create, offer, issue and allot on preferential basis, from time to time in one or more tranches, to Ms. Sarika Bhatia, Promoter and Whole-time Director (DIN: 001553827) of the Company, up to 4,50,000 warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up Equity Share of the Company having face value of Rs. 10/- each (Rupee Ten Only) ("Equity Share") each at a price (including the warrant subscription price and the warrant exercise price) of Rs. 93/- (Rupees Ninety Three only) each ("Warrants") payable in cash ("Warrant Issue Price"), aggregating up to Rs. 3,95,25,000/- (Rupees Three Crores Ninety Five Lakhs Twenty Five Thousand Only) such price being not less than the minimum price (Floor Price) as on the relevant date determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations and on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws upon receipt of Rs. 98,81,250/- (Indian Rupees Ninety Eight Lakhs Two Hundred and Fifty Only) for each Warrants, which is equivalent to 25% (twenty five per cent) of the Warrant Issue Price ("Warrant Subscription Price") entitling the warrant holder to apply for and get allotted 1 (one) fully paid-up Equity Share of the Company of face value of Rs. 10/- each against every Warrant held, in one or more tranches within a maximum period of 18 (eighteen) months from the date of allotment of Warrants, on payment of Rs. 2,96,43,750/- (Indian Rupees which is equivalent to 75% (Seventy five per cent) of the Warrant Issue Price, for each Warrant proposed to be converted, in such manner and upon such terms and conditions as may be deemed appropriate by the Board on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws ("Preferential Issue of Warrants").

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the preferential issue of the Equity Shares pursuant to the exercise of conversion of the Warrants be 1st September, 2022 ("Relevant Date") being the date 30 days prior to the date on which the meeting of Members of the Company is held to consider the Preferential Issue of Warrants and the issue price determined in accordance with SEBI ICDR Regulations is of Rs. 93/- (Indian Rupees Ninety Three) per Warrant ("Warrant Issue Price").

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants to Ms. Sarika Bhatia ("Warrant Holder") under the Preferential Issue shall be subject to the following terms and conditions:

1. The Warrant Holder shall, subject to the SEBI ICDR Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted one Equity Share against each Warrant.
2. In accordance with the provisions of Chapter V of SEBI ICDR Regulations, 25% (Twenty- Five Per Cent) of the Warrant Issue Price, shall be paid by Ms. Sarika Bhatia, Promoter of the Company on or before allotment of the Warrants and the balance consideration i.e. 75% (Seventy-Five Per Cent) of the Warrant Issue Price shall be paid by Ms. Sarika Bhatia, Promoter of the Company at the time of exercise of option to apply for fully paid- up Equity shares of Rs. 10/- each of the Company, against each such Warrants held by the Warrant Holder.
3. The Warrant Holder shall be entitled to exercise his option to convert any or all of the Warrants into equity shares of the Company in one or more tranches after giving a written notice to the Company, specifying the number of Warrants proposed to be

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