Anand Projects Ltd — AGM Information 2025

Aug 26, 2025

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Regd. Office: 304, Ajadpura, Lalitpur-284403 (U.P) Tel: +91-9891067472 E-mail: companysecretary@anandprojects.com | Website: www.anandprojects.com

To, August 26[th] , 2025 DCS-CRD Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

BSE Scrip Code: 501630 Sub.: - Notice of AGM and Book Closure

Dear Sir/Madam,

The Board in its meeting held on August 11[th] , 2025 decided to convey their 90[th] Annual General Meeting of the Company on Thursday, September 18[th] , 2025 at Anand Residency, Anand Tower, Elite Crossing, Jhansi Road, Lalitpur- 284403 (U.P). Also, we wish to close our Register of Members and Share Transfer Books from Monday, September 15[th] , 2025 to Thursday, September 18[th] , 2025 (both days inclusive) for the purpose of holding 90[th ] Annual General Meeting of the Company.

In this regard, please find attached herewith the Notice of the 90[th] Annual General Meeting of the Company. This will also be placed on our website http://www.anandprojects.com/notice-to-the-shareholders.php.

This is for your information and record.

Thanking you,

Yours faithfully , For and on behalf of Anand Projects Limited

Pranjali Digitally signed by Pranjali Gupta Date: 2025.08.26 Gupta 10:52:14 +05'30' Pranjali Gupta (Company Secretary & Compliance Officer) M. No. A67377

Noida office: SF001 & 035, 2[nd] Floor, Ansal Fortune Arcade, Sector-18, Noida, Distt. Gautam Budh Nagar (U.P) Tel.: +91-120-2511389 Corporate Identification Number: L40109UP1936PLC048200

NOTICE TO THE MEMBERS

NOTICE is hereby given that the 90[th] Annual General Meeting of the members of Anand Projects Limited will be held at Anand Residency, Anand Tower, Elite Crossing, Jhansi Road, Lalitpur284403 (U.P) on Thursday, September 18[th] , 2025 at 10.30 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

• a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon; and

• b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh Kumar Sharma (DIN: 09388677), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Approval of material related party transactions between the Company and its Associate Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

in suppression to the earlier resolution passed in this regards and pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), read with Section 188 and other applicable provisions of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014

with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter into/continue with the exiting Material Related Party Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with the related party falling within the under Regulation 2(1)(zb) of the Listing Regulations and Section 2(76) of the Companies Act, 2013, in the course of : (a) purchase/ sale/exchange/transfer/ lease of business asset(s) and/ or (b) transfer of any resources, services or obligations to meet its business objectives/ requirements; on such material terms and conditions as detailed in the explanatory statement as the Board in its absolute discretion may deem fit, which may exceed the materiality threshold limit as prescribed under the SEBI Listing Regulations, the said contract(s)/ arrangement(s)/transaction(s) shall be carried out at and the aggregate amount/value of all such arrangements/transactions/contracts remaining outstanding at the end

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of any day shall not exceed Rs. 1500.00 crores from 90[th] Annual General Meeting (AGM) of the Company till the 91[st]

the Board of Directors of the Company (hereinafter referred any duly constituted/to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto exp

all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and

4. To appoint Mr. Amit Kansal, a Peer Reviewed Practicing Company Secretaries as Secretarial Auditor and fix their remuneration

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

pursuant to provisions of Sections 204 and 179(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s), re-enactment thereof for time being in force) and circulars issued thereunder from time to time, and based on the recommendation of the Audit Committee and the Board of Directors, Mr. Amit Kansal, a peer reviewed Practising Company Secretary (Membership No. FCS 8914), be and is hereby appointed as Secretarial Auditor of the Company for a period of 5 consecutive years, from April at such fees, plus applicable taxes and other out-ofpocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditor.

RESOLVED FURTHER THAT approval of the Members be and is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by the Board.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be necessary and expedient to give effect to the above resolution on behalf of the Compan

NOTES:-

1. setting out material facts concerning the business under Item No. 3 to 4 of the Notice, is annexed hereto. Further, the relevant details with respect to Item Nos. 2 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment at this AGM are also annexed.

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1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13[th ] April, 2020 note that Notice calling AGM along with Annual Report FY 2024-2025 has been uploaded on the website of the Company at www.anandprojects.com . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com . The AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e . www.evotingindia.com .

2. In accordance with the aforesaid MCA Circulars and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/ HO/ CFD/ CMD2/ CIR/ P/ 2021/ 11 dated January 15, 2021, SEBI/ HO/ CFD/ CMD2/ CIR/ P/ 2022/62 dated May 13, 2022, SEBI/ HO/ CFD/ PoD-2/ P/ CIR/2023/ 4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 issued by Securities AGM along with the Annual Report for financial year 2024-25 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/National

3. Members may please note that SEBI vide its Circular No. SEBI/ HO/ MIRSD/ MIRSD_RTAMB/P/ CIR/ 2022/ 8 dated January 25, 2022 has mandated the Listed Companies to issue shares in dematerialized form only while processing service requests viz. Issue of duplicate share certificate; claim from unclaimed suspense account; renewal/exchange of share certificate; endorsement; sub-division/splitting of shares certificate; consolidation of shares certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR 4, the format of which https://anandprojects.com and on the website of the

s Adroit Corporate Services Pvt. Ltd, at https://www.adroitcorporate.com

It may be noted that any service request can be processed only after the folio is KYC Compliant.

1. To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details.

2. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dis

3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Act will be available during the meeting for inspection to the Members attending the AGM.

4. The Company has fixed Friday, 12[th] September, 2025 - remote e- voting. The remote e-voting / voting rights of the shareholders/beneficial owners shall be reckoned on the basis of equity shares held by them as at close of business hours on the Cutoff Date i.e. Friday, 12[th] September, 2025, only.

5. As per the Companies Act, 2013 and rules made thereunder all documents to be sent to shareholders like General Meeting Notices (including AGM), Audited Financial Report, Report, etc. henceforth to the shareholders in

electronic form, to the e-mail address provided by them and made available to us by the RTA/Depositories.

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1. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the Annual General 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. The proxy in order to be effective must be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting.

2. Corporate members intending to send their authorised representative to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend on their behalf at the Meeting.

3. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

4. The Members attending the AGM who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting. The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the AGM but shall not be entitled to cast their vote again.

5. The Register of Members and Share Transfer Register of the Company will remain closed from Monday, September15[th] , 2025 to Thursday, September 18[th] , 2025 (both days inclusive).

6. For convenience of the members and for proper conduct of the meeting, entry to the place of the meeting will be regulated by way of attendance slip, which is annexed to this Notice. Members are requested to bring their Attendance Slip, sign the same at the place provided and hand it over at the entrance of the venue.

7. Members are requested to furnish their bank account details, change of address and all other required details to the Registrar & Share Transfer Agent in respect of shares if held in physical form. In case of shares held in electronic form, these details should be furnished to the respective Depository Participants (DPs).

8. Permanent Account Number by every participant in the securities market. Members holding shares in electronic form are therefore, requested to submit their PAN card numbers/copies of PAN card to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar and Share Transfer Agent, M/s. Adroit Corporate Services Pvt. Ltd.

9. Members are requested to send all communication relating to shares including requests for transfer, change of address, change of status, change of mandate, Bank Account details to our Registrar and Share Transfer Agents: Adroit Corporate Services Private Limited having their office at 19/20, Jaferbhoy Industrial Estates, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, ~~T~~ el. No.: 022 2859 4060/6060

10. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013 (corresponding to Section 109A of the Companies Act, 1956). Members desiring to avail of this facility may send their nomination in the prescribed Form No. SH. 13 duly filled in to Adroit Corporate Services Private Limited at the above mentioned address or the Registered Office of the Company. Members holding shares in electronic form may contact their respective Depository Participants for availing this facility.

11. In terms of Regulation 40(1) of SEBI Listing Regulation, 2015, as amended, securities can be transferred only in dematerialized form w.e.f. April 01[st] , 2019 except in case of request received for transmission or transposition of securities. Member holding shares in physical forms are requested to consider converting their holdings to dematerialized form at the

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earliest as it will not be possible to transfer shares held in physical mode as per extension of the deadline announced by SEBI. Transfer of equity shares in electronic form are effected through the depositories with no involvement of the Company.

1. Members holding shares in physical form and who have not updated their e-mail addresses with the Company are requested to update their e-mail addresses by sending in duly filled and signed Form ISR-1 (Form for registering PAN, KYC details or changes/ updation thereof), to the Registrar and Share Transfer Agent of the Company Adroit Corporate Services Private Limited having their office at 19/20, Jaferbhoy Industrial Estates, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, Tel. No.: 022 2859 4060/6060 or by email to sandeeps@adroitcorporate.com from their registered email id.

2. The Board of Directors has appointed Mr. Amit Kansal (Membership No. FCS 8914), Practicing Company Secretaries as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

3. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

4. Members seeking any information with regard to the financial statements or any matter to be placed at the AGM are requested to write to the Company on or before September 12, 2025, through e-mail on companysecretary@anandprojects.com . The same will be replied by the Company suitably.

5. The Route Map of the venue of 90[th] Annual General Meeting is annexed to this Notice.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The remote e-voting period begins on Monday, September 15[th] , 2025 at 9.00 a.m. IST and ends on Wednesday, September 17[th] , 2025 of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 12[th] , 2025 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding

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securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
Individual (1) Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders through their existing user id and password. Option will be made
holding available to reach e-Voting page without any further
securities in authentication. The URL for users to login to Easi / Easiest are
Demat mode https://web.cdslindia.com/myeasi/home/login or visit
with CDSL www.cdslindia.com and 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 e-voting
is in progress as per the information provided by company. On
clicking the e-voting 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. 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
(3) If the user is not registered for Easi/ Easiest, option to register
is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
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 e-voting is in progress
and also able to directly access the system of all e-Voting Service
Providers.
Individual 1. If you are already registered for NSDL IDeAS facility, please
Shareholders visit the e-Services website of NSDL. Open web browser by
holding typing the following URL: https://eservices.nsdl.com either on a
securities in Personal Computer or on a mobile. Once the home page of e-
demat mode Beneficial Owner under
with NSDL 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.
Access to e-Voting -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.
2. If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Register Online for
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• IDeAS https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

• 1. 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 which is available under

• 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. 4. Shareholders/Members can also download NSDL Mobile App NSDL Speede

• below for seamless voting experience.

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Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding Voting facility. After Successful login, you will be able to see e-Voting
securities in option. Once you click on e-Voting option, you will be redirected to
demat mode) NSDL/CDSL Depository site after successful authentication, wherein you
login through can see e-Voting feature. Click on company name or e-Voting service
their provider name and you will be redirected to e-Voting service provider
Depository website for casting your vote during the remote e-Voting period.
Participants
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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 with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	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 and180022 4430

(v) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

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• 1) The shareholders should log on to the e-voting website www.evoting.com .

• 2)

• 3) Now enter your User ID

• 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.

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

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

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

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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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
Bank format) as recorded in your demat account or in the company records in
Details order to login.
OR
Date of If both the details are not recorded with the depository or company,
Birth please enter the member id / folio number in the Dividend Bank
(DOB) details field.
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• (vi)

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection rd 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.

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

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) lies

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

• (xi)

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• (xii) accordingly modify your vote.

• (xiii) vote.

• (xiv) Voting page.

• (xv) 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.

• (xvi) Additional Facility for Non Individual Shareholders and Custodians ~~F~~ or Remote Voting only.

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• 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

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

• 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.

• 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.

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• 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.

• 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; companysecretary@anandprojects.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

1. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to companysecretary@anandprojects.com / sandeeps@adroit.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] 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.

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-

Profile of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting

(In pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard 2 on General Meetings as issued by Institute of Company Secretaries of

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Name of Director Mr. Rajesh Kumar Sharma
DIN 09388677
Age 66 Years
Qualifications M.Com, LLB, MBA
Experience (including Mr. Rajesh Kumar, a visionary, an able administrator with huge
expertise in specific experience in the field of Tax and Finance.
functional area) / Brief
resume He has been principally involved in work of Finance and Indirect
Taxation and also co-ordination and high level liaison with all Local
Authority/Statutory Regulatory bodies to ensure smooth function of
company.
He is handling the work of Finance & Accounts and Direct & Indirect
Taxation from 1986.
Date of first appointment on 23 [rd] December, 2021
the Board
Terms and conditions of re- On existing terms & conditions
appointment
Names of listed entities in None
which the person also holds
the directorship and the
membership of Committees
of the board along with
listed entities from which
the person has resigned in
the past three years
Shareholding in the 01 Equity Share
Company as on 31 [st] March,
2025
Disclosure of relationships None
between directors inter-se
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Noida Office: By Order of the Board of Directors SF 001 & 035, Second Floor For Anand Projects Limited Ansal Fortune Arcade, Sector-18, Noida 201301 (U.P.)

Place: Noida Rajesh Kumar Sharma Dated: August 11[th] , 2025 (Whole Time Director & CFO) DIN: 09388677

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EXPLANATORY STATEMENT SETTING OUT THE MATERIAL FACTS RELATING TO THE BUSINESSES MENTIONED UNDER ITEM NOS. 3 TO 4 OF THE ACCOMPANYING NOTICE

Item No 3

length basis and in the ordinary course of business, are exempted from the obligation of obtaining prior approval of shareholders. However, such transactions, if material, require the approval of shareholders ordinary course of business, as per the requirements of the provisions of Regulation 23(4) of the SEBI Listing Regulations.

SEBI has notified SEBI (Listing Obligation and Disclosure Requirements) (Sixth Amendment) Regulation, 2021, effective from April 1, 2022. Pursuant to the amendments to clause (zc) of Regulation 2(1) read with the proviso to Regulation 23(1) of the SEBI Listing Regulations, transactions involving transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand will be considered entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower. Further, such material related transaction shall require prior approval of shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

The Company and/ or its associates may enter into various transactions viz. inter-corporate loans / allocation and reimbursement of common expenses paid or received/ availing or rendering of services/ leave and license/ purchase or redemption of structured product, etc. from time to time, as and when required. The said transactions ar

the Audit Committee as well as by Board of the Directors of the Company.

Subsequently, SEBI vide Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated April 08, 2022 has issued clarification on the period of validity of the omnibus approval where the transactions are approval of omnibus RPTs approved in an AGM shall be valid upto the date of the next AGM for a period not exceeding fifteen months. In case of omnibus approvals for material RPTs, obtained from shareholders in General meetings other than AGMs, the validity of such omnibus approvals shall not exceed one year.

In view of the aforesaid clarification issued by SEBI, approval of the shareholders is sought for the material related party transactions to be entered between the Company and/or its subsidiaries on one side and related party of the Company on the other side, which may exceed the materiality threshold limit as prescribed under the SEBI Listing Regulations from 90[th] AGM till 91[st] AGM of the Company, for a period not exceeding fifteen months.

All these transactions will be executed at of the Company / or its subsidiaries and have been approved by the Audit committee as well as by the Board of Directors at their respective meetings.

In view of the above, the approval of the members of the Company under section 188 of the Act is being sought by way of an Ordinary Resolution as set out at item no. 3 of the notice.

S.No	Name of Related Party	Relationship	Estimated Value of Transaction (in Crores)	Nature, Material Terms/ Particulars of the contract or arrangement

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1.	Ojas Industries Private Limited	Associates Company	1500.0	(i) Sale, purchase or supply of any goods or material; (ii) Selling or otherwise disposing of or buying property of any kind; (iii) Leasing of property any kind; (iv) Availing or rendering of any services; (v) Such Related Party's appointment to any office or place of profit in the company, its subsidiary company or associate company; (vi) Underwriting the subscription of any securities or derivatives thereof, of the company; (vii) Transaction involving a transfer of resources, services or obligations;

Pursuant to Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transactions with Ojas Industries Private Limited are as follows:-

S.No.	Particulars	Remarks
1.	Name of the Related Party	Asper table above
2.	Name of the Director or KMP who is related	Mr. Rajesh Kumar Sharma (Director in Ojas Industries Private Limited)
3.	Nature of Relationship	Asper table above
4.	Nature, material terms, monetary value and particulars of the contractorarrangement	As per table above
5.	Any other information relevant or important for the members to take a decision on the proposed resolution	None

Mr. Rajesh Kumar Sharma (Whole Time Director & CFO) of the Company or his respective relatives is concerned or interested to the extent of their Directorship, in the resolution.

The said transaction(s)/contract(s)/arrangement(s) have been recommended by the Audit Committee and Board of Directors of the Company for consideration and approval by the Members. It is pertinent to note that no related party shall vote to approve this Resolution whether the entity is a related party to the particular transaction or not.

Item No 4

The Board at its meeting held on August 11[th] , 2025, based on recommendation of the Audit Committee, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has approved the appointment of Mr. Amit Kansal (Membership No. FCS 8914), Practising Company Secretaries, as Secretarial Auditor of the Company for a term of five consecutive years commencing from

, subject to approval of the Members.

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The appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Amit Kansal is an experienced Company Secretary in Practising and based in Noida. He provides professional services in the field of Corporate Laws, SEBI Regulations, FEMA Regulations including carrying out Secretarial Audits, Due Diligence Audits and Compliance Audits. He also obtained the peer review certificate from the Institute of Company Secretaries of India and ensuring the highest standards in professional practices.

Mr. Amit Kansal has confirmed that he is not disqualified and is eligible to be appointed as Secretarial Auditor in terms of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by Mr. Amit Kansal as Secretarial Auditor is within the purview of the said regulation read with SEBI circular no. SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.

The proposed fees in connection with the secretarial audit shall be Rs. 60,000/- (Rupees Sixty Thousand Only) plus applicable taxes and other out-of-pocket expenses for F.Y. 2025-26, and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and Mr. Amit Kansal.

In addition to the secretarial audit, Mr. Amit Kansal would provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the said resolutions.

The Board recommends the Ordinary Resolution as set out in Item no. 4 of the notice for approval by the members.

Noida Office: By Order of the Board of Directors SF 001 & 035, Second Floor For Anand Projects Limited Ansal Fortune Arcade, Sector-18, Noida 201301 (U.P.)

Place: Noida Rajesh Kumar Sharma Dated: August 11[th] , 2025 (Whole Time Director & CFO) DIN: 09388677

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