GHCL : NCLT/ Court Convened Meeting

Date: August 19, 2022
National Stock Exchange of India Limited	BSE Limited
"Exchange Plaza"	Corporate Relationship Department,
Bandra-Kurla Complex, Bandra (E),	1st Floor, New Trading Ring, Rotunda Building,
Mumbai- 400 051	P.J. Towers, Dalal Street, Fort, Mumbai- 400 001
NSE Code: GHCL	BSE Code: 500171
Dear Sir/Madam,

Sub: Declaration of results and filing of Scrutinizers' report regarding NCLT convened Meeting of the Equity Shareholders of the Company for approval of Scheme of Arrangement in the nature of Demerger of the Spinning Division of GHCL Limited to GHCL Textiles Limited.

In continuation to our earlier communication dated August 18, 2022 and pursuant to section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time read with applicable circulars issued by Ministry of Corporate Affairs, the Company had availed Video Conference facility as well as Remote e-voting and e-voting facility provided by Central Depository Services (India) Limited (CDSL).

Further, the details of voting results of NCLT convened meeting of Equity Shareholders of the Company, in the prescribed format as per Regulation 44 (3) of the Listing Regulations are enclosed with this communication as Annexure - 1. Copies of the Scrutinizer's reports of NCLT convened meetings of Equity Shareholders and Unsecured Creditors of the Company are also enclosed and referred as Annexure - 2.

Based on the Scrutinizers' reports, we would like in inform that:

a. Equity Shareholders of the Company approved the resolution with requisite majority (i.e. 99.74% of the Equity holders in terms of number and approx 100% of the Equity holders in terms of value of votes have voted in favour);

b. Unsecured Creditors of the Company approved the resolution with requisite majority (i.e. 100% of the Unsecured Creditors in terms of number and in terms of value of votes have voted in favour).

You are requested to take suitable action for dissemination of this information and also requested to update your website in accordance with the applicable provisions in this regard.

Thanking you

Yours Faithfully

For GHCL Limited

Bhuwneshwar Prasad Mishra

Digitally signed by Bhuwneshwar Prasad Mishra

Date: 2022.08.19 08:51:46 +05'30'

Bhuwneshwar Mishra

Sr. GM - Sustainability & Company Secretary

Annexure-1

GHCL LIMITED - Details of voting results under regulation 44 (3) of the SEBI (LODR) regulations, 2015 regarding NCLT convened Meeting of the Equity Shareholders of the Company for approval of Scheme of Arrangement in the nature of Demerger of the spinning division of GHCL Limited to GHCL Textiles Limited

Date of Meeting	August 18, 2022
Record date	August 11, 2022
Total number of shareholders on record date	114777
No. of shareholders present in the meeting either in person or through proxy
(a)	Promoters & Promoters Group	No
(b)	Public	No
No. of shareholders attended the meeting through video conferencing
(a)	Promoters & Promoters Group	26
(b)	Public	46
No. of resolution passed in the meeting	1

Bhuwneshwar Prasad Mishra

Digitally signed by Bhuwneshwar Prasad Mishra Date: 2022.08.19 08:52:06 +05'30'

GHCL Limited

Resolution Required : (Special)		1 - Approval for Scheme of Arrangement regarding Demerger of the Spinning Division of
			GHCL Limited to GHCL Textiles Limited
Whether promoter/ promoter group are interested in the	NO
agenda/resolution?
Category	Mode of	No. of shares	No. of	% of Votes	No. of	No. of	% of Votes in	% of Votes
	Voting	held	votes	Polled on	Votes - in	Votes	favour on votes	against on
			polled	outstanding	favour	-Against	polled	votes polled
				shares
		[1]	[2]	[3]={[2]/[1]}*100	[4]	[5]	[6]={[4]/[2]}*100	[7]={[5]/[2]}*100
Promoter and	E-Voting	18189360	18133940	99.6953	18133940	0	100.0000	0.0000
Promoter Group	Poll		0	0.0000	0	0	0.0000	0.0000
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		18133940	99.6953	18133940	0	100.0000	0.0000
Public Institutions	E-Voting	31621548	26948139	85.2208	26948139	0	100.0000	0.0000
	Poll		0	0.0000	0	0	0.0000	0.0000
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		26948139	85.2208	26948139	0	100.0000	0.0000
Public Non Institutions	E-Voting	45774878	13868826	30.2979	13868091	735	99.9947	0.0053
	Poll		25	0.0001	25	0	100.0000	0.0000
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		13868851	30.2980	13868116	735	99.9947	0.0053
Total		95585786	58950930	61.6733	58950195	735	99.9988	0.0012

Bhuwneshwar Prasad Mishra

Digitally signed by Bhuwneshwar Prasad Mishra

Date: 2022.08.19 08:52:19 +05'30'

CS MANOJ. R. HURKAT	Annexure-2
MANOJ HURKAT & ASSOCIATES
B. Com., LL.B., FCS, ACIS (London)
PRACTISING COMPANY SECRETARIES

306, ARTH Complex, B/h. A. K. Patel House, Nr.	Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009 (Gujarat) India
Tel. No.: 079-2960 2110, 2640 2117	- Mobile: [phone] - E-mail:[e-mail]

Report of Scrutinizer

To,

Mr. Jaimin Dave, Chairperson of the NCLT Convened Meeting of Equity shareholders of M/s GHCL LIMITED

held on 18th August, 2022 at 9.30 a.m.

Through Video Conferencing or Other Audio-Visual Means (VC/OAVM)

Dear Sir,

I, CS Manoj Hurkat of M/s Manoj Hurkat & Associates, Practising Company Secretaries, has been appointed as Scrutinizer by the Hon'ble NCLT-Ahmedabad Bench vide order dated 27th June, 2022 (read with rectification order dated 5th July, 2022) [in CA (CAA) 40 of 2022] to provide assistance to the Chairperson of NCLT Convened Meeting ('the meeting") of the Equity shareholders of M/s GHCL Limited ("Company") held on 18th August, 2022 at 9.30 a.m. through Video Conferencing or Other Audio-Visual Means as per the framework issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI), for the purpose of scrutinizing the votes on Remote E-voting and E-voting during the Meeting carried out as per Rule 6(3)(xi) read with Rule 13 of the Compromises, Arrangement and Amalgamations Rules, 2016 (CAA Rules), Rule 20 of the Companies (Management and Administration) Rules, 2014 (MGT Rules), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) and the directions of the Hon'ble NCLT, Ahmedabad Bench, on the resolution as placed before the meeting for approval of Scheme of Arrangement in the nature of Demerger, Transfer and vesting of Spinning division of GHCL Limited ("Demerged Company" or "GHCL") into GHCL Textiles Limited ("Resulting Company") as proposed under Sections 230 to 232 read with Section 66 and other applicable provisions, if any of the Companies Act, 2013.

M/s Central Depository Services Limited (CDSL) has been appointed for providing VC/OAVM facility and E-voting facility both prior to as well as during the Meeting. The Members of the Company as on "cut off" date for e-voting i.e. 11th August, 2022 ("cut-off date") were entitled to vote on the resolution stated in the Notice of the NCLT Convened Meeting. We were informed that there were 1,14,777 equity shareholders holding aggregate value of equity shares of Rs. 95,58,57,860/- (i.e. 95585786 equity shares of Rs. 10/- each) as on cut-off date.

Further to the above, we submit our report as under:

1. For Remote E-voting:

1. The remote e-voting period remained open from Saturday, 13th August, 2022 (9:00 a.m.) to Wednesday, 17th August, 2022 (5.00 p.m.).

1. The votes casted through Remote E-voting were subsequently unblocked by me on 18th August, 2022 at 10.15 a.m. after the conclusion of meeting, in the presence of two witnesses, whose names are mentioned below, who are not in the employment of the Company and electronic ballots were diligently scrutinized by me.

Report of Scrutinizer - NCLT Convened Meeting of Equity shareholders of GHCL Limited

Page 1 of 5

CS MANOJ. R. HURKAT	MANOJ HURKAT & ASSOCIATES
B. Com., LL.B., FCS, ACIS (London)
PRACTISING COMPANY SECRETARIES

306, ARTH Complex, B/h. A. K. Patel House, Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009 (Gujarat) India

Tel. No.: 079-2960 2110, 2640 2117 - Mobile: [phone] - E-mail:[e-mail]

Sr. No.	Name & Address of witnesses			Signature of witnesses
01.	Sunil Mulchandani			Sunil	Mulchandani
						Digitally signed by Sunil Ashokkumar
	A-58, Sudama Homes,			DN: c=IN, o=Personal,
			Ashokkumar	2.5.4.20=6d1d16deed73f30f1c2f6a6ce42cf3
		Chiloda,	01c189a0a55ed0672e0532d347e9ca2d33,
	B/h	Nandigram	Society, Nana		c30e030598beb5918652695f3e439f6a5c35
							postalCode=382340, st=Gujarat,
							serialNumber=cdba1b1233b03572b443028
	Ahmedabad - 382345			Mulchandani Date: 2022.08.18 19:07:56 +05'30'
							b9987, cn=Sunil Ashokkumar Mulchandani
02.	Rekha Hurkat				Rekha	DN: c=IN, o=Personal,
	A/6, Rangbindu Society,				Digitally signed by Rekha Manoj Hurkat
			Manoj	2.5.4.20=36bc42f5fb7c8b7d25beb4d88e5
						1862811636ed6a113dcc5db450c1fa4871
	B/h	Bombay	Garage,	Shahibaug,	55c, postalCode=380004, st=Gujarat,
	110317610186d94fdbe7eefa29bc56a070
						serialNumber=79bb3fab741297d3554d4
	Ahmedabad - 380004			Hurkat	7f588afa8, cn=Rekha Manoj Hurkat
			Date: 2022.08.18 19:08:37 +05'30'

1. The electronic ballots were reconciled with the records maintained by the Company/ Registrar and Transfer Agents of the Company and the authorizations lodged with the Company.

1. For E-voting during the Meeting:

1. The E-voting was conducted on the resolution placed before the NCLT Convened Meeting of Equity shareholders of the Company conducted through VC/OAVM.

1. Equity shareholders were also explained the modalities and other relevant instructions for casting their vote on E-voting during the meeting.

1. The E-voting during the meeting was conducted to enable the Equity shareholders of the Company who have attended the meeting through VC/OAVM and had not casted their vote through Remote E-voting facility.

IV. After ensuring that all the Equity shareholders who desire to cast their vote through e- voting at the meeting have exercised their right to vote and after seeking permission from the Chairman of the Meeting, e-voting during the meeting was closed/blocked.

IV. The votes casted during the meeting were subsequently unblocked by me immediately after the conclusion of the meeting and electronic ballots were diligently scrutinized. The electronic ballots were reconciled with the records maintained by the Company/ Registrar and Transfer Agent of the Company and the authorizations received/available with the Company.

Thereafter, based on the scrutiny of the electronic ballots (both for the Remote E-voting and E-voting during the meeting), details of Equity shareholders, who have voted "For", "Against" the resolution permitted for e-voting, were prepared based on reports generated from the website of CDSL and scrutiny thereof. As the voting was conducted through E-voting on the e-voting platform of CDSL, the E-ballots as available were scrutinized Folio Wise/Demat Account wise. There was no material change in the voting result due to this process.

Report of Scrutinizer - NCLT Convened Meeting of Equity shareholders of GHCL Limited

Page 2 of 5