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us P .s. Rao &. Asso£iates Company Secretaries

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[email protected] Web : www.psraoassoclates.com

Consolidated Scrutinizer's Report [Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015]

To, The Chairman Grandeur Products Limited H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad. Telangana-S00033

Dear Sir,

Sub: Consolidated Revised Scrutinizer's Report on Remote E-voting and VC/OAVM votes

With reference to the above subject, I , N. Vanitha, Practicing Company Secretary, state that I was appointed as a Scrutinizer by the Board of Directors of the Company for scrutinizing the Remote e- voting of the Company held on Monday, the 20th day of April, 2020 at 10:00 A.M. at the Registered Office of the Company at H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad , Telangana-S00033, in a fair and transparent manner, for ascertaining the requisite majority and for giving my report in connection with the items of business as provided in the EGM notice dated 20 th March, 2020. The Company had provided to the members ' facility of remote e- Voting. I report as under:

1. The Company availed the services of Mis. Central Depository Services (India) Limited (hereinafter referred to as the "Service Provider") to offer the electronic voting facility to its shareholders. The e-voting facility was offered and kept open by the Company to its Shareholders from Friday, 17th April, 2020 at 09.00 A.M. to Sunday, 19th April, 2020 by 5.00 P.M (both days inclusive). The shareholders whose names appeared in the Register of Members I List of Beneficial Owners as on 13th April, 2020 (i.e. cut - off date) were allowed to participate and vote electronically on the items of business proposed in the EGM Notice during the aforesaid period of remote e-voting. On 20th April, 2020, the votes cast through e-voting facility were duly unblocked by me in the capacity of the Scrutinizer in the presence of 2 persons who were present as witnesses.

Flat No.10, 4th Floor, # 1>-3-347/2212, Ishwarya Nil.yam, Opp: Sai Baba Temple, Owarakapuri Colony, Panjagutta, Hydarabad - 500082

us P .s. Rao &. Assodates Company Secretaries

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2. We were informed by the company, due to the lockdown orders issued by Ministry of Home Affairs, Government of India due to the outbreak of the COVID-19 pandemic, that the proposed EGM to be held on 20 th April, 2020 shall be conducted thorough audio-video means. Accordingly, the information with respect conducting the said meeting through audio-video means was informed to all the members and stock exchange.

3. Considering the above, all votes received through e-voting upto 5.00 P.M on 19 th

April, 2020, being deadline fixed by the Company for receipt of e-voting were considered for my scrutiny.

4. As per the voting, I report that the resolutions proposed at the EGM were duly passed with requisite majority. I am herewith enclosing the details of votes cast through e-voting from Friday, 17th April, 2020 at 09.00 A.M. to Sunday, 19th April, 2020 by 5.00 P.M (both days inclusive) and VCjOAVM votes on the resolutions as Annexure I.

5 . The relevant records relating to electronic voting were sealed and handed over to the Company Secretary as authorized by the Board of Directors for safekeeping.

Thanking You,

Place: Hyderabad Date: 20.04.2020

For P.S. Rao & Associates Company Secretaries

N.Vanitha Scrutinizer for the Company

C.P.No. 10573 UDIN:A026859B000168539


us P .s. Rao &. Asso£iates <l! 040 - 23352186 Tele/Fax ' 040 - 23352185

Company Secretaries e-mail [email protected] [email protected]

Web : www.psraoasso clates.com

ANNEXURE I

Item No.1: To increase the Authorised Share Capital of the Company from Rs. 25 Crores to Rs. 30 Crores:

Deta ils of Voting -

No. of Shareholders No. of Equity No. of Shareholders No. of Equity Shares Particu lars who casted votes Shares of Rs.10/ - who casted VC/OAVM of Rs.10/ - each

Electronical ly each (Votes) Votes (Votes)

Assented to the Resolution 33 10929420 1 2075000

Dissented to the Resolution -- -- -- --Total votes cast 33 10929420 1 2075000

Less: Tota l number invalid NIL NIL NIL NIL

Votes

Tota l Number of Valid Votes 33 10929420 1 2075000

Resolution required: Ordinary Resolution

Whether promoter/ promoter group are interested in the reso lut ion? No

Category Mode of No. of No. of % of Votes No. of Votes No. of % of Votes in % of Votes Vot ing shares votes Polled on - in favour Votes - favour on against on

held polled outstanding against votes polled votes pol led shares

( 1) (2) (3)-[(2)/(1)] ' (4) (5) (6)- [(4)/ (7)- [(5)/ 100 (il l ' 100 (ill'lOO

Promoter & E-Voting 5717690

4617690 80.76 4617690 0 100 0 Promoter VC/OAVM 0 0 0 0 0 0 Group Tot al 5717690 4617690 80.76 4617690 0 100 0 Public E-Votinq

0 0 0 0 0 0 0

Institutions VC/OAVM 0 0 0 0 0 0 Tot al 0 0 0 0 0 0 0

Publ ic Non E-Voting 16594270

6311730 38.03 6311730 0 100 0 Institutions VC/OAVM 2075000 12.50 2075000 0 100 0

Tot al 16594 270 8386730 50.53 8386730 0 100 0 Total E-voting 10929420 48.98 10929420 0 100 0

Total VC/OAVM votes 2075000 9.30 2075000 0 100 0 Grand Total 22311960 13004420 58.28 13004420 0 100 0

Flat No.10. 4th Floor. # 6-3-347/2212. Ishwarya Nil.yam. Opp: Sai Baba Temple. Owarakapuri Colony, Panjagutta, Hydarabad - 500082

Ua P.S. Rao &. Asso£iates 9 Company Secretaries

<l! 040 - 23352186 Tele/Fax ' 040 - 23352185 e-mail [email protected]

[email protected] Web : www.psraoasso clates.c om

Item No. 2 Consent U/s 42 and 62 of the Companies Act to modify the terms of " Redeemable Secu red Non-Convertible Debentures" as "Compu lsory Convertible Debentures",

Details of Vot ing -

No. of Shareholders No. of Equity No. of Shareholders No. of Equity Shares Particu lars who casted votes Shares of RS.10/- who casted VC/OAVM of RS.10/- each

Electronica lly each (Votes) Votes (Votes)

Assented to the Resolution 33 10929420 1 2075000

Dissented to the Resolut ion -- -- -- --

Total votes cast 33 10929420 1 2075000

Less: Total number invalid NIL NIL NIL NIL Votes

Tota l Number of Valid Votes 33 109294 20 1 2075000

Resolution required: Special Resolution

Whether promoter/ promoter group are interested in the reso lution? Yes

Category Mode of No. of No . of % of Votes No. of Votes No. of % of Votes in Yo of Votes Voting shares votes Polled on - in favour Votes - favour on against on

held polled outstanding against votes polled votes pol led shares

( 1) (2) (3)-[(2)/(1)] * (4) (5) l~))ly4)1 (7)-[(5)/ 100 2 *100 (2')] *100

Promoter & E-Votinq 5717690

4617690 80 .76 4617690 0 100 0 Promoter VC/ OAVM 0 0 0 0 0 0 Group Total 5717690 4617690 80.76 4617690 0 100 0 Publ ic E-Voting

0 0 0 0 0 0 0

Institutions VC/OAVM 0 0 0 0 0 0 Total 0 0 0 0 0 0 0

Public Non E-Votinq 16594270

6311730 38.03 6311730 0 100 0 Institutions VC/OAVM 2075000 12.50 2075000 0 100 0

Tot al 16594 270 8386730 50.53 8386730 0 100 0 Total E-voting 10929420 48.98 10929420 0 100 0

Total VC/OAVM votes 2075000 9.30 2075000 0 100 0 Gra nd Total 22311960 13004420 58.28 13004420 0 100 0

Thanking You, For P.S. Rao & Associates Company Secretaries

Flat No.10. 4th Floor, # 6-3-347/2212, Ishwarya Nil.yam, Opp: Sai Baba Temple, Owarakapuri Colony, Panjagutta, Hydarabad - 500082

Ua P.S. Rao &. Assodates 9 Company Secretaries

Place: Hyderabad Date: 20.04.2020

(lJ 040 - 23352186 Tele/Fax ' 040 - 23352185 e-mail [email protected]


N.Vanitha Scrutinizer for the Company

C.P.No. 10573 UDIN:A026859B000168539


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