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ARSHIYA LIMITEDANNUAL REPORT 2019 - 20PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:10. Members will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-voting system. Members mayaccess the same at https://www.evoting.nsdl.com under Members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in Members login where the EVEN of Company will be displayed. Please note that the Members who donot have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by followingthe remote e-voting instructions mentioned in the notice. Further Members can also use the OTP based login for logging into thee-voting system of NSDL.11. For convenience of the Members and proper conduct of AGM, Members can login and join at least 30 (thirty) minutes before thetime scheduled for the AGM and shall be kept open throughout the proceedings of AGM.12. Members who need assistance before or during the AGM with use of technology, can: - Send a request at evoting@nsdl.co.in or useToll free no.: 1800-222-990; or - Contact Mr. Amit Vishal, Senior Manager, NSDL at the designated email ID: evoting@nsdl.co.in orAmitV@nsdl.co.in or at telephone number 91-99202 64780; or - Contact Ms. Pallavi Mhatre, Manager, NSDL at the designatedemail ID: evoting@nsdl.co.in or pallavid@nsdl.co.in or at telephone number 91-75066 82281.13. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM. In case any Institutional Members,facing issues for participating in AGM can write to RTA or Company14. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile Hotspot. mayexperience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi orLAN connection to mitigate any kind of aforesaid glitches.15. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 ofthe Act.PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:16. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouragedto express their views / send their queries in advance mentioning their name demat account number / folio number, email id,mobile number at info@arshiyalimited.com Questions / queries received by the Company till 5.00 p.m. on Wednesday, 23rdSeptember, 2020 shall only be considered and responded during the AGM.17. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by visitingthe link https://www.evoting.nsdl.com between 9.00 a.m. on Sunday, 20th September, 2020 and 5.00 p.m. on Wednesday, 23rdSeptember, 2020.18. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conductof the AGM.PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM:19. Pursuant to Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended andRegulation 44 of Listing Regulations, the Company is pleased to provide the facility to Members to exercise their right to vote onthe resolutions proposed to be passed at AGM by electronic means.20. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, 18th September, 2020,i.e. the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on the Resolutions set forth inthis Notice. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.21. Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period willcommence at 9.00 a.m. on Tuesday, 22nd September, 2020 and will end at 5.00 p.m. on Thursday, 24th September, 2020. In addition,the facility for voting through electronic voting system shall also be made available during the AGM. Members attending the AGMwho have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members whohave voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the meeting.Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company throughNSDL e-voting system at https://www.evoting.nsdl.com/.5

ARSHIYA LIMITEDANNUAL REPORT 2019 - 2022. The details of the process and manner for remote e-voting are explained herein below:Step 1: Log-in to NSDL e-voting system at https://www. evoting.nsdl.com/ How to Log-in to NSDL e-voting website?(a) Visit the e-voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/.(b) Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholders’ section.(c)A new screen will open. You will have to enter your User ID, your Password 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 yourexisting IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you canproceed to Step 2 i.e. Cast your vote electronically.(d) Your User ID details are given below :Manner of holding sharesYour User ID is:For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client IDaccount with NSDL.For example:if your DP ID is IN300*** and Client ID is 12****** then your User ID isIN300***12******For Members who hold shares in demat 16 Digit Beneficiary IDaccount with CDSLFor example:if your Beneficiary ID is 12************** then your User ID is12**************For Members holding shares in Physical Form EVEN Number followed by Folio Number registered with the CompanyFor example:if folio number is 001*** and EVEN is 113842 then your User ID is113842001***(e) Your password details are given below:i.ii.iii.(f)If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which wascommunicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the systemwill force you to change your password.How to retrieve your ‘initial password’? If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicatedto you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open theattachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDLaccount, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf filecontains your ‘User ID’ and your ‘initial password’.If your email ID is not registered, please follow steps mentioned in Note No. 8 above.If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:i.ii.iii.6If you are already registered for e-voting, then you can use your existing password to login and cast your vote.Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) optionavailable on www.evoting.nsdl.com.Physical User Reset Password? (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.inmentioning your demat account number/folio number, your PAN, your name and your registered address.

ARSHIYA LIMITEDANNUAL REPORT 2019 - 20Step 2: Cast your vote electronically on NSDL e-voting system.How to cast your vote electronically on NSDL e-voting system?(a) After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on ActiveVoting Cycles.(b) After click on Active Voting Cycles, you will be able to see all the companies ‘EVEN’ in which you are holding shares andwhose voting cycle is in active status.(c)Select ‘EVEN’ of Company i.e. 113842 for which you wish to cast your vote.(d) Now you are ready for e-voting as the voting page opens.(e) Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which youwish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.(f)Upon confirmation, the message ‘Vote cast successfully’ will be displayed.(g) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.(h) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.The instructions for Members for e-voting on the day of the AGM are as under:(a) The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.(b) Only those Members, who will be present in the AGM through VC / OAVM facility and have not casted their vote onthe Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote throughe-voting system in the AGM.(c) Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligibleto vote at the AGM.(d) For details of the person who may be contacted for any assistance connected with the facility is mentioned hereunderin this notice for e-voting on the day of the AGM.GENERAL INFORMATION:23. It is strongly recommended not to share your password with any other person and take utmost care to keep your passwordconfidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In suchan event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available onwww.evoting.nsdl.com to reset the password.24. The voting rights shall be as per the number of equity shares held by the Member(s) as on Friday, 18th September, 2020, beingthe cut-off date. Members are eligible to cast vote electronically only if they are holding shares as on that date.25. The Company has appointed Aabid & Co., Firm of Practising Company Secretary, to act as the Scrutinizer, to scrutinize the entiree-voting process in a fair and transparent manner. The Members desiring to vote through remote e-voting are requested to referto the detailed procedure given hereinafter.26. The results of the electronic voting shall be declared to the Stock Exchanges after the conclusion of AGM. The results along withthe Scrutinizer’s Report, shall also be placed on the website of the Company at www.arshiyalimited.comPROCEDURE FOR INSPECTION OF DOCUMENTS:27. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection throughelectronic mode, basis the request being sent on info@arshiyalimited.com.28. During the AGM, the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act and theCertificate from Auditors of the Company certifying that the ESOP Schemes of the Company are being implemented in accordancewith, the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 shall be available forinspection upon login at NSDL e-voting system at https://www.evoting.nsdl.com.7

ARSHIYA LIMITEDANNUAL REPORT 2019 - 20OTHERS:29. Chaturvedi & Shah LLP, having (Firm Registration No- 101720W/W100335), Chartered Accountants, the Statutory Auditors of theCompany will hold office until the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2022. Pursuantto the notification dated 7th May, 2018, issued by Ministry of Corporate Affair’s, the requirement for ratification of appointment ofStatutory Auditors by the shareholders at every Annual General Meeting has been done away with. In view of the above, ratificationby the members for continuance of their appointment in the ensuing Annual General Meeting is not being sought.30. In terms of Section 152 of the Act, A brief resume of each of the Directors proposed to be appointed/ re-appointed at this AGM,nature of their expertise in specific functional areas, names of companies in which they hold directorship and membership/chairmanships of Board Committees, shareholding and relationship between directors inter se as stipulated under Regulation36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 andother requisite information as per Secretarial Standard-2 on General Meetings, are provided in Annexure – I & Annexure- IIrespectively.31. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only indematerialised form with effect from, 1st April, 2019, except in case of request received for transmission or transposition ofsecurities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, membersholding shares in physical form are requested to consider converting their holdings to dematerialised form.32. The Securities and Exchange Board of India (SEBI) vide its circular dated 20th April, 2018 has mandated registration ofPermanent Account Number (PAN) and Bank Account Details for all securities holders. Members holding shares in physical formare therefore, requested to submit their PAN and Bank Account Details to Big Share Services Private Limited RTA of the Companyby sending a duly signed letter along with self-attested copy of PAN Card and original cancelled cheque through email at jibu@bigshareonline.com and info@arshiyalimited.com. The original cancelled cheque should bear the name of the Member. In thealternative Members are requested to submit a copy of bank passbook / statement attested by the bank. Members holding sharesin demat form are requested to submit the aforesaid information to their respective Depository Participant.33. Corporate Members intending to send their authorised representatives to attend the Meeting pursuant to Section 113 of theCompanies Act, 2013 are requested to send to the Company a certified copy of the relevant Board resolution together with theirrespective specimen signatures authorising their representative(s) to attend and vote on their behalf at the Meeting.34. Members can also provide their feedback on the shareholder services of the Company using the ‘Shareholders Satisfaction Survey’form available on the ‘Investor Relations’ page of the website of the Company at www.arshiyalimited.com This feedback will helpthe Company in improving Shareholder Service Standards.35. Members who have not encashed the Dividend Warrants for the above years are requested to write to the Company or to theCompany’s Registrar and Transfer Agents, Bigshare Services Private Ltd., immediately for revalidation of Dividend Warrantsbefore such unclaimed dividend is transferred to the Investor Education and Protection Fund. Members are requested to notethat dividends not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will betransferred to the Investor Education and Protection Fund.Information required to be provided as per Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, regarding the Directors who are proposed to be appointed / reappointed is as below:Agenda Item No.Name of DirectorsDesignationDate of BirthAge (years)Qualifications82Mr. Ajay S MittalManaging Director28/06/196555MBA from the United States3Mrs. Manjari KackerNon-executive IndependentDirector17/04/195268Master’s degree in Chemistryand a Diploma in BusinessAdministration4Mr. Ved PrakashNon-executive IndependentDirector12/02/196060B. Tech (IIT Delhi)PGDM (IIM Kolkata)PHD (International Trade)Ongoing–

ARSHIYA LIMITEDANNUAL REPORT 2019 - 20Brief Profile including Mr. Mittal is the key driving forceexpertise in specificbehind Arshiya’s growth intofunctional areasIndia’s first fully integrated supplychain management and logisticsinfrastructure solutions company.With over three decades ofexperience, Mr. Mittal hassuccessfullyscaledArshiyaLimited by developing Free TradeWarehousing Zones (FTWZs), Rail& Rail Infrastructure, Industrial &Domestic Hub, and Transport &Handling to its unified businessportfolio.Mr. Ved Prakash received hisB.Tech and PGDM from IIT Delhiand IIM Kolkata respectively, andalso he is pursuing for PHD inInternational Trade. He is also veryactive in developing Free TradeWarehousing Zones (FTWZs)administration and vigilance.and related service organizationsShe was in the Indian Revenueand former Chairman/ManagingService batch of 1974. She heldDirector, MMTC Ltdvarious assignments during hertenure in the tax department andwas also a member of the CentralBoard of Direct Taxes. She has alsoserved as the Functional DirectorToday, Arshiya stands at the (Vigilance and Security) in Airhelm of being the first developer India and has also representedof India’s first of its kind two India in internationalFTWZs, and second largest PrivateContainer Train Operator (PCTO) conferences.in the country.Mrs. Manjari Kacker is also aUnder Mr. Mittal’s guidance,Director in Reliance InfrastructureArshiya Limited has also receivedLimited,national as well as internationalDhanvarsha Finvest Limited,awards and accolades for itsReliance Communications Limited,initiatives in the supply chain space.EGK Foods Private Limited,Mr. Mittal in his entrepreneurial Water Systems & Infrastructurecareer has helmed leadership Development Services Privatepositions in diverse sectors Limited,includingfinancialservices, Hindustan Gum and Chemicalsmanufacturing,international Limited and Zaffiro Learningtrading, information technology Private ps held inother CompaniesMemberships ofcommittees of otherpublic companiesChairmanships ofcommittees of otherpublic companiesShareholding (No. ofshares)Relationship withDirectors, Manager orother KMPNumber of BoardMeeting attendedduring the yearMrs. Manjari Kacker, 67 years,holds a Master’s degree inChemistry and a diploma inBusiness Administration. She hasmore than 40 years of experiencein t

3 ARSHIYA LIMITED ANNUAL REPORT 2019 - 20 NOTICE NOTICE IS HEREBY GIVEN THAT the 39th Annual General Meeting (AGM) of the Members of Arshiya Limited to be held on Friday, 25th September, 2020 at 11.30 a.m. through Video Conference / Other Audio-Visual means, to transact the following business.