Notice of Extra-ordinary General Meeting 8th February, 2012 at A.M.

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Notice of Extra-ordinary General Meeting 8th February, 2012 at 11.00 A.M. TEXTILES LIMITED Registered Office: Surya Towers, Ground Floor, 104, Sardar Patel Road, Secunderabad - 500 003.

1 Notice of Extra-ordinary General Meeting 8th February, 2012 at A.M. TEXTILES LIMITED Registered Office: Surya Towers, Ground Floor, 104, Sardar Patel Road, Secunderabad Telephone: / Facsimile: info@vijaytextiles.in Website:

2 NOTICE Notice is hereby given that an Extra-ordinary General Meeting of the Members of Vijay Textiles Limited will be held at Lions Bhavan Trust, , Lakhpath Building, Behind LIC & HDFC Bank, Near Paradise Circle (West), Sarojini Devi Road Secunderabad , on Monday the 8th February, 2012 at A.M to transact the following Special Business; 1. To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to Section 16 and 94 and all other applicable provisions, if any, of the Companies Act, 1956, the Authorized Share Capital of the Company be increased from present Rs. 20,00,00,000 (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- each to Rs.70,00,00,000 (Rupees Seventy Crores only) divided into 2,00,00,000 Equity Shares of Rs.10/- each and creation of additional 50,00,000 (Fifty Lakhs) Redeemable, Non- Convertible & Cumulative Preference Shares of Rs.100/- each and consequently the Clause V of the Memorandum of Association of the Company be and is hereby altered by substituting the following new clause. V. The Authorized Share Capital of the Company is Rs.70,00,00,000 (Rupees Seventy Crores Only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10/- each aggregating to Rs. 20,00,00,000 ( Rupees Twenty Crores Only) and 50,00,000 (Fifty Lakhs) Redeemable, Non-Convertible & Cumulative Preference Shares of Rs.100/- each aggregating to Rs.50,00,00,000/- ( Rupees Fifty Crores Only).The Company shall have the power, from time to time, to increase or reduce its Capital and to issue any shares in the original or new capital as ordinary or preferred shares and to attach to any Class or Classes of such shares, any preferences, rights, privileges or priorities in payment of dividends or distribution of assets or otherwise over any other shares or to subject the same to any restrictions, limitations or conditions and to vary regulations, of the Company as far as necessary to give effect to the same and upon the sub-division of a share to apportion the right to participate in profits in any manner". 2. To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956, the existing Article 3 of the Articles of Association of the Company relating to Share Capital be and is hereby altered by substituting with the following new article". 3. The Authorized Share Capital of the Company is Rs.70,00,00,000 (Rupees Seventy Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each aggregating to Rs. 20,00,00,000 (Rupee Twenty Crores Only) and 2

3 50,00,000 (Fifty Lakhs) Redeemable, Non-Convertible & Cumulative Preference Shares of Rs.100/- each aggregating to Rs.50,00,00,000/- (Rupee Fifty Crores Only).The Company shall have power to increase, consolidate, sub-divide, reduce or otherwise alter its share capital, subject to the provisions of the Act". 3. To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to provisions of Section 80, 81 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force) and in accordance with the existing guidelines, rules and regulations of the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India, Government of India (including any statutory amendment(s), modification(s) and or re-enactment(s) thereof, for the time being in force) and enabling provisions in the Memorandum and Articles of Association of the Company and subject to such terms, conditions and modifications as may be considered appropriate and determined by the Board of Directors of the Company (hereinafter referred to as " the Board" which expression shall include any committee thereof for the time being conferred on the Board by this resolution may have been delegated) and subject also to such approvals, consents, permissions or sanctions (including any conditions thereof, or modifications to the terms contained therein), if any, of the appropriate authorities, as may be required and/or such terms and conditions, as may be prescribed while granting such consents and approvals and which may be agreed to by the Board, the Board be and is authorized to issue, offer and allot, Redeemable, Non-Convertible & Cumulative Preference Shares of the face value of Rs.100/- each at par not exceeding Rs Crores (Rupees Fifty Crores Only) and in such numbers as the Board may decide, from time to time and in one or more tranches, at its absolute discretion, on preferential basis to Promoters of the Company on such terms and conditions including the rate of dividend, period of redemption etc., as may be decided by the Board in the best interest of the Company". "RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorized to do all necessary acts, deeds, matters and things and execute all agreements and other documents as it may at its discretion deem necessary or desirable for such purpose and to settle any question, difficulties or doubts that may arise in regard as it may in its absolute discretion deem fit without being required to seek any fresh approval of the Members of the Company and the decision of the Board shall be final and conclusive". By ORDER OF THE BOARD For Vijay Textiles Limited Place : Secunderabad Date : S. Nagarajan Company Secretary

4 NOTES: 1. The relevant explanatory statement pursuant to Section 173 (2) of the Companies Act, 1956 in regard to the Special Business set out as above, is annexed hereto. 2. Any Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a Member. A proxy so appointed shall not have any right to speak at the Meeting. The proxies in order to be effective must be received at the Company's Registered office not less than 48 hours before the meeting. 3. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the Meeting. By ORDER OF THE BOARD For Vijay Textiles Limited Place : Secunderabad Date : S. Nagarajan Company Secretary 4

5 EXPLANATORY STATEMENT ANNEXED TO THE NOTICE FOR EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956: ITEM NO: 1 & 2 In order to generate long term funds by issue of preference shares to Promoters, the Board of Directors at their meeting held on 28th December,2011 have decided to increase the existing Authorized Share Capital of Rs Crores to Rs Crores divided in to 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each aggregating to Rs. 20,00,00,000 (Rupees Twenty Crores Only) and creation of additional 50,00,000 (Fifty Lakhs) Redeemable, Non-Convertible & Cumulative Preference Shares of Rs.100/-each aggregating to Rs. 50,00,00,000/- (Rupees Fifty Crores Only). The aforesaid increase in the Authorized Share Capital will require the amendment of the Capital Clause of the Memorandum of Association and Capital Clause of the Articles of Association. Hence the Directors recommend the Ordinary Resolution under item No 1 and Special Resolution under item No 2 of the Notice for approval of the Members. None of the Directors is in any way concerned or interested in the Resolution except to the extent of shares that may be allotted to them. ITEM NO: 3 The Board of Directors at their Meeting held on 28thDecember2011 have approved issue of Redeemable, Non-Convertible & Cumulative Preference Shares for a sum not exceeding Rs Crores (Rupees Fifty Crores Only) to the Promoters on preferential basis to improve the Net Worth of the Company. As per the provisions of Section 81 of the Companies Act, 1956 any increase in the issued capital of the Company by allotment of further securities, such further securities shall be first offered to the existing shareholders of the Company in the manner laid down in Section 81 unless the shareholders in the General Meeting decides otherwise; as the preference shares are proposed to be offered and issued on preferential basis to the Promoters, approval of Members in General Meeting by way of Special Resolution is required. The proposed preferential allotment to the Promoters as aforesaid will not result in any change in the control of the Company. Board of Directors recommends the Resolution for your approval in the best interest of the Company. None of the Directors is in any way concerned or interested in the Resolution except to the extent of shares that may be allotted to them. By ORDER OF THE BOARD For Vijay Textiles Limited Place : Secunderabad Date : S. Nagarajan Company Secretary 5

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7 TEXTILES LIMITED Registered Office: Surya Towers, Ground Floor, 104, Sardar Patel Road, Secunderabad DP.Id* Client Id* ATTENDANCE SLIP Extra-ordinary General Meeting Monday, the 8th February, 2012 at A.M Reg. Folio No. Name and address of the Shareholder : No. of Share(s) held : I certify that I am a member/proxy for a member of the Company. I hereby record my presence at the Extra-ordinary General Meeting of the Company, at Lions Bhavan Trust, , Lakpath Building, Behind LIC & HDFC Bank, Near Paradise Circle (West), S.D.Road, Secunderabad , at A.M. on Monday, the 8th February, ** Member's/Proxy's name in Block Letters ** Member's/Proxy's Signature Note :1. Member/Proxy must bring the Attendance Slip to the Meeting and hand it over, duly signed at the registration counter. * Applicable for Investors holding shares in electronic form. ** Strike out whichever is not applicable. TEXTILES LIMITED Registered Office: Surya Towers, Ground Floor, 104, Sardar Patel Road, Secunderabad PROXY FORM DP.Id* Client Id* * Applicable for Investors holding shares in electronic form. 7 Reg. Folio No. I/We... of... being member/members of M/s. VIJAY TEXTILES LIMITED, hereby appoint... of... or failing him... of... as my / our proxy to vote for me/us on my/our behalf at the Extra-ordinary General Meeting of the Company, at Lions Bhavan Trust, , Lakpath Building, Behind LIC & HDFC Bank, Near Paradise Circle(West), S.D.Road, Secunderabad at A.M. on Monday, the 8th February, 2012, and at every adjournment thereof. Please Signed this... day of..., 2012 Affix Rs.1/- Revenue Note: 1. Proxy need not be a member. Stamp 2. Proxy Form, complete in all respects, should reach the Registered Office of the Company on or not later than 48 hours before the time for holding Signature of the Meeting.

8 PRINTED MATTER BOOK POST If undelivered, please return to : TEXTILES LIMITED Registered Office: Surya Towers, Ground Floor, 104, Sardar Patel Road, Secunderabad Telephone: / Facsimile: info@vijaytextiles.in Website:

1) Issue of Securities on Private Placement Basis

1) Issue of Securities on Private Placement Basis NOTICE Notice is hereby given that the 10 th Extra-Ordinary General Meeting of the Members of Avanse Financial Services Limited will be held on Friday, April 7, 2017 at 11.00 a.m. at the Registered Office