Aeroflex Neu Limited — Proxy Solicitation & Information Statement 2023

May 25, 2023

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

SPL/Stock Exchanges/2023-2024/15 MAY 25, 2023

The Manager, The Secretary, BSE Limited Listing Department, National Stock Exchange Limited, Phiroze Jeejeebhoy Towers, ‘Exchange Plaza’, C-1, Block-G Dalal Street, Bandra Kurla Complex Mumbai-400001. Bandra (E), Scrip code: 543743 Mumbai-400051. Scrip Code: SAH

Subject : Intimation for Extra Ordinary General Meeting (EGM) and fixation of cut-off date for e-voting, period of remote e-voting.

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, we wish to inform you the below mentioned details with respect to Extra Ordinary General Meeting (EGM) and fixation of cut-off date for e-voting, period of remote e-voting.

Further, we have also enclosed herewith copy of Notice of Extra Ordinary General Meeting along with the Statement under section 102 of the Companies Act 2013 and the same also be made available on Company’s website at www.sahpolymers.com . The Relevant details are set out below:

Sr. No	Calendar Events	Date & Time
1.	Extra Ordinary General Meeting	Friday, 23rdJune, 2023 at 03:00 P.M.
2.	Cut-off date i.e. the shareholders eligible tovote	Friday, 16thJune, 2023
3.	Commencement of E-Voting	Tuesday, 20thJune, 2023 at 09:00 A.M.
4.	End of E-Voting	Thursday, 22th June, 2023 at 05:00 P.M.

You are requested to take the above information on your record.

Thanking you,

Yours faithfully,

For SAH POLYMERS LIMITED

HAKIM SADIQ Digitally signed by HAKIM SADIQ ALI TIDIWALA ALI TIDIWALA Date: 2023.05.25 14:59:46 +05'30'

Hakim Sadiq Ali Tidiwala Whole time Director DIN:00119156

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

Encl; as above

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

Notice is hereby given that the Extra-ordinary General Meeting of the members of Sah Polymers Limited (CIN: U24201RJ1992PLC006657) will be held on Friday the 23[rd] day of June 2023, at the registered office of the Company at E-260-261, Mewar Industrial Area, Madri, and Udaipur- 313003 at 03:00 P.M. to transact the following business:

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Special Business:

1. Approval for the Appointment of Mr. Murtaza Ali Moti as a Whole-time Director of the Company:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in pursuance of the provisions Sections 196, 197, 198 & 203 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s)or re-enactment thereof, for the time being in force), read with Schedule V of the said Act and subject to such other approvals, the consent of the members of the Company be and is hereby accorded for the appointment of Mr. Murtaza Ali Moti ( DIN: 07876224) , as a Whole-Time Director of the company for a period of three (3) years commencing with effect from 01.04.2023, and liable to retire by rotation , on the terms and conditions of remuneration as set out in the Statement annexed to the notice convening the meeting as per section-102 of the Act with liberty to the board of directors ( hereinafter referred to as the ‘Board’ which term shall be deem to include the Nomination and Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said appointment and/or remuneration, subject to the same not exceeding the limits specified in Schedule V to the Companies Act, 2013 , including any statutory modification or re-enactment thereof for the time being in force or as may hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto.

RESOLVED FURTHER THAT in pursuance of the provisions Sections 197(3) and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under, in the event of loss or absence or inadequacy of profits in any financial year Mr. Murtaza Ali Moti, whole time director will be paid the remuneration as set out in the terms and conditions above.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper, or expedient to give effect to the above stated resolutions.”

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

Registered Office: E-260-261, Mewar Industrial Area, Madri, Udaipur-(Rajasthan) PIN :313003.

SAH POLYMERS LIMITED

Sd/-

Dated: 25/05/2023 RUNEL SAXENA

Company Secretary M. No. A2802

Note:

1. The notice of the EGM is being sent only through electronic mode to members whose email addresses are registered with the Company/RTA. Members, who have not registered their e-mail addresses so far, are requested to register/update their e-mail address with the company RTA by emailing at rnt.helpdesk@linkintime.co.in for receiving all communication from the Company electronically. Members may note that Notice will also be available on Company’s website.

2. Pursuant to the provision of the act, Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the company. A person can act as proxy on behalf of the members not exceeding 50 (fifty) and holding in the aggregate not more than 10(ten) percent of the total share capital of the company. A member holding more than 10 (ten) percent of the total share capital carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

The instrument of proxies, in order to be effective should duly completed and signed and be received by the company not later than 48 hours before the meeting. A proxy forms submitted on behalf of the companies, societies etc. Must be supported by an appropriate resolution / authority, as applicable.

1. The registers of directors & key managerial Personnel along with their shareholdings, maintained under section- 170 of the companies Act, 2013 and the Registers of contracts & arrangements in which directors are interested maintained under section 189 of the act, and any other documents to transact the business referred in the notice will be available for inspection by the member of the company during the meeting.

2. Corporate members who intending to send their authorized representatives to attend the Meeting on their behalf and cast their votes are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

3. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the RTA/STA of the Company as on the cut-off date i.e. Friday, the 16 May, 2023 only shall be entitled to avail the remote e-voting facility as well as voting in the EGM.

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

1. The notice has been accompanied by proxy Form & Attendance Slip.

2. The relevant Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto (Items 1) and forms a part of this notice.

3. Members/Proxies/Authorised Representative are requested to fill their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No and the same will be counted for the purpose of reckoning the quorum of the meeting under section 103 of the company act, 2013 .

9. PROCEDURE AND INSTRUCTIONS FOR E-VOTING:

• I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (listing Obligation and disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Extra Ordinary General Meeting (EGM) through e-Voting Services. The facility of casting the votes by the members using an electronic voting system (' remote e-voting') will be provided by Central Depositories Services India Limited (CDSL).

• II. The facility for voting through ballot or polling paper or shall be made available at the EGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through any means made available at the venue.

III. Instructions for remote e-voting in the Extra Ordinary General Meeting (EGM)

Instructions for Remote Electronic Voting (E-Voting) prior to the EGM date.

In order to increase the efficiency of the voting process and in pursuance of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020, e- Voting facility is being provided to all the Demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/Depository Participants (DPs). Demat account holders would be able to cast their vote without having to register again with the eVoting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Further, Shareholders are advised to update their mobile number and e-mail-id with their DPs in order to access e-Voting facility.

Login method for e-Voting Through CDSL e-Voting system for Individual shareholders holding securities in Demat mode with CDSL/NSDL:

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Regd. Office& Factory: E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: U24201RJ1992PLC006657

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Login method for e-Voting e-Voting Through CDSL e-Voting system s for shareholders other than individuals holding shares in Demat form:

• i) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period. I

ii) Click on “Shareholders” tab. iii) Now enter your User ID;

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: U24201RJ1992PLC006657

• a. For CDSL: 16 digits beneficiary ID

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID.

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• iv) Next enter the Image Verification as displayed and Click on Login.

• v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier evoting of any company, then your existing password is to be used

• vi) If you are a first-time user follow the steps given below:

If you are	a first-time user follow the steps given below:
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

vii) After entering these details appropriately, click on “SUBMIT” tab.

• viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field.

• Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

• x) Shareholders holding multiple demat accounts / folios shall choose the voting process separately for each demat account / folio.

• xi) Click on M/s SAH POLYMERS LIMITED < select with Company Name>

• xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xiv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvii)If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xviii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m- Voting app can be downloaded from respective App Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

• xix) Note for Non – Individual Shareholders and Custodians – For Remote E-Voting only.

• a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f. Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; corporate@sahpolymers.com , if they have voted from individual tab & not uploaded same in the CDSL evoting system for the scrutinizer to verify the same.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 1800 22 55 33.

Link for guiding procedure to cast vote for the proposed resolution are https://www.evotingindia.com/userdocs/User-Manual-for-Shareholders-to-casttheir-votes.pdf

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

10.General Guidelines for shareholders.

The remote -evoting commences from June 20,2023 at 9:00 A.M. and ends on June 22, 2023 at 5:00 P.M.

Mr. Ashok Modi, Chartered accountant in practice (C.P. No. 074488), has been appointed as “Scrutinizer” to scrutinize the remote e-Voting in a fair and transparent manner and he has communicated his willingness to be appointed and he himself or his/her authorized representative will be available at the EGM for the same purpose.

The Chairman shall at the EGM, at the end of the discussion on the resolutions on which voting is to be held allow voting with the assistance of scrutinizer, by use of polling for all those members are present at the EGM but have not caste their votes through remote e- voting facility.

The Scrutinizer shall, immediately after the conclusion of the EGM will first count the votes caste at the meeting and thereafter unblock the votes cast through remote e-voting and count the vote at the meeting and make, not later than 2 working days from the conclusion of the EGM, a consolidated Scrutinizer Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same.

The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www.sahpolymers.com and on the website of CDSL at www.evotingindia.com immediately after the declaration of Result by the Chairman or any person authorized by him in writing. The Results shall also be forwarded to the Stock Exchange(s) where the shares of Company are listed, i.e., BSE Limited, National Stock Exchange of India,.

Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed at the EGM scheduled to be held on Friday, June 23, 2023.

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

ANNEXURE

Statement Pursuant to Section-102(1) of the Companies Act, 2013.

ITEM NO :1

The Following statement sets out the material facts relating to the business matter under item no 1 of the accompanying Notice.:

Based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved appointment, of Mr. Murtaza Ali Moti (DIN:07876224) in the meeting held on 27.03.2023 for a period of three (3) years with the effect from 01.04.2023, subject to the approval of the shareholders.

Mr. Murtaza Ali Moti is a professional & experienced person and he is looking after the day to day business activities of the Company. & his appointment would be beneficial to the Company.

The Nomination and Remuneration Committee had reviewed the proposed appointment and after evaluation of his eligibility, skills, experience, qualifications, etc., decided that he satisfied the fit and proper criteria in terms of the Companies Act, 2013 and

recommended his appointment as the whole-time Director, of the Company with effect from for term of three years.

The Company had received consent letter from Mr. Murtaza Ali Moti to act as a whole time of the Company.

The terms and conditions of the appointment of Whole-time Director are embodied in the agreement to be made between the company and the Whole-Time Director. The particulars of remuneration proposed to be paid to the said whole time Director during his term of Office are as under:

NAME & DESIGNATION : Mr. Murtaza Ali Moti, Whole-Time Director PERIOD : 01.04.2023 To 31.03.2026

(1)REMUNERATION:

(a)BASIC SALARY : Rs 125000/-(Rupees one lakh Twenty-Five Thousand) per month in the scale of Rs. 125000 - Rs. 350000/per month.

The annual increment which will be effective from 1st April of every year and will be merit based considered the Company’s performance.

Based on performance, the Board of Directors may also revise the basic salary at any time during the financial year in addition to the annual increment.

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

• (b) PERQUISITE : 60% of the basic salary.

In the event of loss or absence or inadequacy of profits in any financial year, the Mr. Murtaza Ali Moti will be entitled to the remuneration specified herein above.

Any revision in the remuneration, however, will not exceed the limit provided under section -III of part II of Schedule V to the Companies Act 2013.

The agreement may be terminated at any time by either party giving a three month notice in writing.

This may be treated as an abstract of the draft agreement between the Company and Mr. Murtaza Ali Moti pursuant to section 190 of the Companies Act, 2013.

The proposed resolution is recommended for passing.

The terms and conditions set out for the appointment and payment of remuneration specified herein may be altered and varied from time to time by the Board of Directors ( “ the Board” which term shall be deemed to include the Nomination and Remuneration Committee constituted by the Board of the Company ), as it may, at its discretion deem fit. The Board is also entitled to revise the salary , incentives, perquisites and allowances, payables to the said whole time Director of the Company at any time , such that the overall yearly remuneration payable to the said whole -time Director shall not exceed the limits specified under section 197 read with Schedule V to the Companies Act, 2013 ( including any statutory modification (s) or re-enactment thereof for the time being in force ) or any amendment made thereto.

Statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to the Resolutions.

I.GENERAL INFORMATION:

1.Nature of Industry: Manufacture of HDPE/PP Woven Sacks, Filament Yarn and Fabric.

2.Date or expected date of commencement of commercial production: Existing Company in operation since 1998.

3.In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: NOT Applicable as Existing Company

1. Financial performance based on given indicators:

Particulars for the year ended 31.03.2023 Amount (in lakhs)

S.No.

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED

www.sahpolymers.com CIN: U24201RJ1992PLC006657

1.	Net Sales/ Revenue	8385.82
2	Total Expenditure	7975.22
3	Profit/ (loss) beforeTax	410.60
4	Net Profit/ (loss) after Tax	305.64
5	Paid up share capital	2579.60
6	Reserves & Surplus	5830.09

1. Export performance and net foreign exchange collaborations: NIL

2. Foreign investments or collaborators, if any: NIL

II. INFORMATION ABOUT THE APPOINTEE

1. Back ground details : Murtaza Alli Moti aged 40 years is the Chief Executive Officer of our Company. He has been appointed as CEO of the Company w.e.f. January 04, 2022. He is a Chartered Accountant, Chartered Financial Analyst and Financial Risk manager and has an overall experience of over 16 years in field of Finance and Accounts, Operation and Business Development.

2. Past Remuneration : Salary Rs.125000/- per month and in addition Perquisites 60% of the Basic salary .

3. Recognition or awards: N.A

4. Job profile and suitability : Mr. Murtaza Ali Moti is a professional & experienced person and he is looking after the day to day business activities of the Company. & his appointment would be beneficial to the Company. He has been instrumental in taking the Company from strength to strength to its present position.

5. Remuneration proposed: As stated above in Clause (1) of Item No. -1.

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin):

Remuneration as proposed of Mr. Murtaza Ali Moti has been benchmarked with the remuneration being drawn by similar positions in the similar industry and is commensurate with the size of the Company and diverse nature of its businesses. 7. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any:

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

Mr. Murtaza Ali Moti is handling the position of Director in our subsidiary company.

III. OTHER INFORMATION

1. Reasons of loss or inadequate profits:

2. The Company has shown a profit from its operations in the current year. It is also expected to earn increased and higher profit in the future years. In the scenario of loss/ inadequacy of profits this is an enabling provision for payment of remuneration.

3. Steps taken or proposed to be taken for improvement: Expanding market for the products by exploring new industries /new customers and increasing sales volume

4. Expected increase in productivity and profits in measurable terms: N.A.

IV. DISCLOSURES

1. The shareholders of the Company shall be informed of the remuneration package of the managerial person: Fully described in the respective explanatory statement as stated above.

2. The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any attached to the Annual Report: N.A

Although your Company has shown growth and profit from its operations in the previous financial year and is expected to earn profits in the future years also, it is proposed to approve the above in order to enable the Company to pay the remuneration to its Managing Director in the eventuality of loss/inadequacy of profits.

None of the Directors of the Company except Mr. Murtaza Ali Moti, whole-time director and their relatives of the Company are in any way concerned or interested in the proposed resolution.

CC :

Link Intime India Private Limited

( Registrar and Share Transfer Agent)

Central Depository Services Limited(CDSL) (Designated Depository Participant)

National Securities Depositories Limited(NSDL) (Depository Participant)

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

PROXY FORM

Name of the member(s) : Registered Address : E-Mail ID : Folio No./ Client ID : DP ID:

I /We, being the member (s) of _____ shares of Sah Polymers Limited , hereby appoint

(1) Name:……………………………..………… Address:………………………………………. E-mail Id:…………………………………… Signature:……………………..or failing him/her;

(2)Name:………………………………………… Address:……………………………………….. E-mail Id:………………………………………Signature:………………………or failing him her;

as my / our proxy, to attend and vote ( on a poll) for me/ us and on my/ our behalf at the Extraordinary General Meeting of the company, to be held on …………, the ,,,,,,,,,,,,,,,,,,,,,2023, at 03.00 P.M., at E-260-261,Mewar Industrial Area, Madri, Udaipur-313003and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. 1.

Signed this__ day of _____2023

Signature of shareholder___ Signature of Proxyholder (s)______

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----- Start of picture text -----

Affix revenue
stamp of Re 1/-
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NOTES:

1. This form of proxy in order to be effective should be duly completed and send to the Company, not later than 48 hours before the commencement of the Meeting.

2. The member/Proxies/Authorised Representatives are advised to bring original photo identity for verification.

3. Please complete all details including details of member(s) in above box before submission.

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534

Reg. No. RQ91/7969 E-mail : info@sahpolymers.com

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SAH POLYMERS LIMITED www.sahpolymers.com CIN: U24201RJ1992PLC006657

ATTENDANCE SLIP

MEETING OF THE MEMBERS of Sah Polymers Limited SCHEDULED ON …………………., the …………………, at …………., at E-260-261, Mewar Industrial Area, Madri, Udaipur-313003

Name and Address of the member/Proxy/ Authorized Representative (in Block Letter)

---

---

1) I hereby record my presence at the meeting of the members of the Company at …………………………………, at ………………..., at E-260-261,Mewar Industrial Area, Madri, Udaipur-313003 to consider and if thought fit to: 1. …………………………………………………. and 2. ……………………………………………………..

Signature of the member/ Proxy/Authorised Representative Present

NOTE : Member/Proxy holder/Authorised Representative wishing to attend the meeting must bring the Attendance Slip to the meeting and handover at the entrance duly signed.

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Regd. Office& Factory:

E 260-261, Mewar Industrial Area, Madri, Udaipur-313003 (Rajasthan) AN ISO 9001:2015 Tel : 0294-2490242, 9983349242, Tele/Fax : 0294-2490534 Reg. No. RQ91/7969 E-mail : info@sahpolymers.com