GI ENGINEERING SOLUTIONS LIMITED

Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096

Tel No: 022-44884488, Fax No: 022-28290603

CIN: L40109MH2006PLC763731

Website: www.giesl.in ; E-mailID: investors@giesl.in

Date: August 30, 2022

Corporate Relations Department

The Market Operations Department

BSE Limited,

National Stock Exchange of India Limited,

1st Floor,New Trading Wing,

Exchange Plaza, 5th Floor,

Rotunda Building, P J Towers,

Plot No C/1, G Block,

Dalal Street, Fort,

Bandra-Kurla Complex,

Mumbai - 400 001

Bandra (E), Mumbai - 400 051

Scrip Code: 533048

Symbol: GISOLUTION

Dear Sirs,

Sub: Outcome of Board Meeting held on August 30, 2022

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at its meeting held today i.e August 30, 2022 has inter-alia considered and approved the following:

1. Taken note of transfer of following equity shares by erstwhile Promoters pursuant to the Share Purchase Agreement dated March 4, 2022:

S.N.

Names of Transferors

No. of shares

Name of Acquirer

% of

(erstwhile promoters)

transferred

(new promoters)

shares

1.

Mr. Sajid Malik

3,18,995

Mr. Vishesh Gupta

3.70

2.

Mrs. Saroja Malik

5,70,121

Mr. Vishesh Gupta

6.62

3.

Mrs. Saroja Malik

25,00,000

M/s. Vrindaa Advanced

29.03

Materials Ltd.

  1. Taken note of the Disclosures received under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and (Prohibition of Insider Trading) Regulations, 2015 from the erstwhile Promoters in respect of aforesaid transfer of shares.
  2. Post completion of open offer 37,038 Equity Shares were tendered by public shareholders in Open Offer and the same were duly transferred to Mr. Vishesh Gupta and M/s. Vrindaa Advanced Materials Ltd. as per the following details:

S.N.

Name of Acquirer

No. of shares acquired

% of shares

1.

Mr. Vishesh Gupta

10,078

0.12

2.

M/s. Vrindaa Advanced Materials Ltd.

26,960

0.31

GI ENGINEERING SOLUTIONS LIMITED

Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096

Tel No: 022-44884488, Fax No: 022-28290603

CIN: L40109MH2006PLC763731

Website: www.giesl.in ; E-mailID: investors@giesl.in

Consequently, now the Acquirers, Mr. Vishesh Gupta and M/s. Vrindaa Advanced Materials Ltd. became the new Promoters of the Company and shall have management and control over the company. Aggregate shareholding of Acquirers stands as under:

S. N

Name of Acquirer

No. of shares acquired

% of shares

1.

Mr. Vishesh Gupta

8,99,194

10.44

2.

M/s. Vrindaa Advanced Materials Ltd.

25,26,960

29.34

4. Pursuant to the open offer and change in control and management, Promoters' shareholding stands as under, and as such they ceased to be the Promoters/ Member of Promoter Group and cease to have management control of the Company:

S.N.

Names of Promoter

(Outgoing Category

Shareholding in

Promoters)

Company

1.

Mr. Sajid Malik

Promoter

NIL

2.

Mrs. Saroja Malik

Promoter

NIL

3.

Kilam Holdings Ltd

Promoter

NIL

4.

Kadam Holding Ltd

Promoter

5,061

5.

Sohel Malik

Promoter

1,000

5. Pursuant to the open offer and change in control and management and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed following new Directors and new KMPs with effect from August 30, 2022:

S. N.

DIN

Name

Designation

Category

1

00255689

Mr. Vishesh Gupta

Executive Director

Promoter

2

03513272

Mr.

Suresh

Kumar

Whole Time Director

Non-Promoter

Dhingra

3

09652245

Mrs. Swati Gupta

Non-Executive

Non-Promoter

Independent Director

4

09553402

Mr. Om Prakash Agarwal

Non-Executive

Non-Promoter

Independent Director

6. Pursuant to the open offer and change in control and management, the following Directors and KMPs have resigned with effect from closure of business hours of August 30, 2022:

  1. Mr. Sajid Malik (DIN: 00400366) resigned as the Managing Director of the Company.
  2. Mrs. Saroja Malik (DIN: 00400421) resigned as the Director of the Company.
  3. Mr. Ganesh Acharya (DIN: 00702346) resigned as Non-Executive Independent Director of the Company. Letter of Resignation attached as Annexure II

GI ENGINEERING SOLUTIONS LIMITED

Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096

Tel No: 022-44884488, Fax No: 022-28290603

CIN: L40109MH2006PLC763731

Website: www.giesl.in ; E-mailID: investors@giesl.in

Details on above mentioned changes in Directors/KMP in accordance with SEBI circular CIR/CFD/CMD/4/2015 dated September 9, 2015 are provided in Annexure-I.

7. Pursuant to the open offer and change in control and management and subsequent to appointments and resignation in the Board of the Company, the new composition of Board is as follows:

Sl. No.

DIN

Name

Designation

1

00255689

Mr. Vishesh Gupta

Executive Director

2

03513272

Mr.

Suresh

Kumar

Whole Time Director

Dhingra

3

03051315

Mr.

Manish

Chhaganlal

Non-Executive Independent Director

Patel

4

09652245

Mrs. Swati Gupta

Non-Executive Independent Director

5

09553402

Mr. Om Prakash Agarwal

Non-Executive Independent Director

The Board Meeting commenced at 6.10 p.m. and was concluded at 6.50 p.m.

Request you to kindly take the above on record.

Thanking You,

Yours faithfully,

For GI Engineering Solutions Limited

Pranjali Joshi

Company Secretary & Compliance Officer

GI ENGINEERING SOLUTIONS LIMITED

Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096

Tel No: 022-44884488, Fax No: 022-28290603

CIN: L40109MH2006PLC763731

Website: www.giesl.in ; E-mailID: investors@giesl.in

Annexure I

Particulars of appointment:

Particulars

Details

Name of Director

Mr.

Vishesh Gupta

Reason for change viz. appointment,

Appointment

resignation, removal, death or otherwise

Date of appointment

August 30, 2022

Brief profile (in case of appointment)

Mr.

Vishesh Gupta

done graduation and

holds

experience of around 12 years in the plastic and

chemical industry and has handled various areas of

business

including

strategic

planning

and

implementation, procurement, storage, marketing and

has led institutions across business development,

strategy as well as operations over the period of

years.

Disclosure of

relationships between

No,

directors (in

case of appointment of a

Not related to any existing / New Director

director)

Particulars

Details

Name of Director

Mr. Suresh Kumar Dhingra

Reason for change viz. appointment,

Appointment

resignation, removal, death or otherwise

Date of appointment

August 30, 2022

Brief profile (in case of appointment)

Mr. Suresh Kumar Dhingra is Post Graduate

Diploma holder in Personnel Management and

Labour Welfare and has an over three decades

experience in general corporate affairs, business

management, human resources and labour laws,

investors relations.

Disclosure of

relationships between

No,

directors (in

case of appointment of a

Not related to any existing / New Director

director)

GI ENGINEERING SOLUTIONS LIMITED

Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096

Tel No: 022-44884488, Fax No: 022-28290603

CIN: L40109MH2006PLC763731

Website: www.giesl.in ; E-mailID: investors@giesl.in

Particulars

Details

Name of Director

Mrs. Swati Gupta

Reason for change viz. appointment,

Appointment

resignation, removal, death or otherwise

Date of appointment

August 30, 2022

Brief profile (in case of appointment)

Mrs. Swati Gupta is a young, dynamic and Qualified

Chartered Accountant having an experience of more

than 4 years in the field of Accounts/Finance/

Internal Audit/ Taxation field.

She also has knowledge of Corporate Law, Strategic/

Financial Planning, Working Capital Management,

Filings, Statutory Compliances and MIS among other

aspects of corporate functioning.

Disclosure of

relationships between

No,

directors (in

case of appointment of a

Not related to any existing / New Director

director)

Particulars

Details

Name of Director

Mr. Om Prakash Agarwal

Reason for change viz. appointment,

Appointment

resignation, removal, death or otherwise

Date of appointment

August 30, 2022

Brief profile (in case of appointment)

Mr. Om Prakash Aggarwal, a Delhi University

Graduate, having more than 40 years of experience in

the industry, trade, and commerce. His expertise

includes manufacturing of PVC and Footwear

Compounds, trading of Infrastructure Products. He

possesses good business acumen, analytical skills

and widely known for his organizational abilities and

strong strategic plannings.

Disclosure of

relationships between

No,

directors (in

case of appointment of a

Not related to any existing / New Director

director)

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GI Engineering Solutions Limited published this content on 30 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 16:39:11 UTC.