Banswara Syntex Ltd. — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

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BSL/SEC/2024-25/81 19[th] February, 2025

BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza Bandra–Kurla, Dalal Street, Mumbai – 400 001 Bandra (East), Mumbai–400051 (Maharashtra) (Maharashtra) Scrip Code: 503722 Symbol :BANSWRAS

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir,

This is further to our letter dated 29[th] January, 2025 regarding appointment of Mr. Rahul Narendra Mehta (DIN: 00165521) as an Additional Director in the category of Non-Executive Independent Director of the Company, subject to approval of members of the Company.

In terms of applicable provisions of the Companies Act, 2013 and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice dated 29[th] January, 2025, seeking approval of the Members of the Company for following:

Sr. No.	Particulars of Resolution	Category
1.	Appointment of Mr. Rahul Narendra Mehta (DIN: 00165521) as Non- Executive Independent Director of the Company	Special Resolution

In compliance with the applicable circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”) from time to time in this regard, the Postal Ballot Notice is being sent by electronic mode to those Members whose names appears in the Register of Members and the Register of Beneficial Owners maintained by the Company/ Registrar and Share Transfer Agent/ Depositories respectively, as on Friday, 14[th] February, 2025 (Cut-off date) and whose e-mail addresses are registered with the Company and the Depositories.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing e-Voting facility to its Members. The remote e-voting will commence from 09:00 a.m. (IST) on Friday, 21[st] February, 2025 and shall end at 05:00 p.m. (IST) on Saturday, 22[nd] March, 2025.

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The Postal Ballot Notice is available on the website of the Company at https://www.banswarasyntex.com/wp-content/uploads/2025/02/Postal_Ballot_Notice_2025.pdf as well as on the website of CDSL at www.evotingindia.com

This is for your information and records.

Thanking You,

Yours truly, For Banswara Syntex Limited

Digitally signed by Ketan Ketan Kumar Dave Kumar Dave Date: 2025.02.19 19:20:47 +05'30'

Ketan Kumar Dave Company Secretary & Compliance Officer ACS: 52309

Encl: Postal Ballot Notice

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POSTAL BALLOT NOTICE

(Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108, 110, and other applicable provisions of the Companies Act, 2013, as amended ( “the Act” ), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended ( “the Management Rules” ), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “the Listing Regulations” ), General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022, 11/2022 dated 28[th] December, 2022 and 09/2023 dated 25[th] September, 2023 and 09/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs, Government of India ( “the MCA Circulars” ) and Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 issued by SEBI, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ( “SS-2” ) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the Members of the Company (as on the Cut-off date), through postal ballot ( “the Postal Ballot” ) only by way of remote e- Voting ( “e-Voting” ) for the following Special Resolution :

Sr. No.	Particulars
1.	Appointment of Mr. Rahul Narendra Mehta (DIN: 00165521) as Non-Executive Independent Director of the Company

Pursuant to Sections 102, 110 and other applicable provisions of the Act an Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons/ rationale thereof forms the part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Listing Regulations and pursuant to MCA circulars and SEBI Circulars, the manner of voting on the proposed resolution is restricted only to e-Voting i.e. by casting votes electronically instead of submitting Postal Ballot form .

Accordingly, the Postal Ballot Notice and instructions for e-Voting are being sent only through electronic mode to those Members whose email address is registered with the Company / Depository Participant ( “DP” ).

The Board has appointed Mr. Mihen Halani, Proprietor of M/s. Mihen Halani & Associates, (FCS No: 9926, CP No: 12015), Practicing Company Secretaries, Mumbai, as the scrutinizer ( “Scrutinizer” ) for conducting the Postal

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Ballot through remote e-Voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the Listing Regulations, and SS-2, the Company has provided remote e-Voting facility to its Members to cast their votes electronically. The detailed procedure with respect to e-Voting is mentioned in this Notice. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for facilitating e-Voting.

The e-Voting facility will be available during the following period:

Commencement of e-Voting period	9.00 a.m. IST on Friday, 21stFebruary, 2025
Conclusion of e-Voting period	5.00 p.m. IST on Saturday, 22ndMarch, 2025
Cut-off date for eligibility to vote	Friday, 14thFebruary, 2025

The e-Voting facility will be disabled by CDSL immediately after 5.00 p.m. IST on Saturday, 22[nd] March, 2025, and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company ( “the Chairman” ) or any other person authorized by the Chairman, and the result will be announced within 02 (two) working days from the conclusion of the e-Voting period i.e. on or before Tuesday, 25[th] March, 2025. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date specified by the Company for e-Voting i.e. Saturday, 22[nd] March, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:

1. Appointment of Mr. Rahul Narendra Mehta (DIN: 00165521) as Non-Executive Independent Director of the Company.

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other relevant provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Rules”), and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s), or re-enactments(s) thereof for time being in force) and the relevant provisions of the Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors (“the Board”), Mr. Rahul Narendra

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Mehta (DIN: 00165521), who was appointed as an Additional Director in the category of Non- Executive Independent Director by the Board w.e.f. 29[th] January, 2025, who meets the criteria of independence as provided under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years from 29[th] January, 2025 to 28[th] January, 2030 (both days inclusive) and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable provisions of the Companies Act, 2013 and relevant Rules framed thereunder (including any statutory modification(s)/ amendment(s) / re-enactment(s) thereto), approval of the shareholders, be and is hereby accorded to the continuation of directorship of Mr. Rahul Narendra Mehta (DIN: 00165521), after he attains the age of 75 years during the tenure of his directorship with the Company as aforesaid.

RESOLVED FURTHER THAT any of the Directors of the Company or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary or expedient, including filing of requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to the foregoing Resolution. ”

By Order of the Board of Directors

Sd/-

Place: Mumbai Date: 29[th] January, 2025

(Ketan Kumar Dave) Company Secretary & Compliance Officer ACS : 52309

Registered Office Industrial Area, Dahod Road, Post Box No. 21, Banswara-327001 (Rajasthan)

NOTES:

1. The Explanatory Statement, pursuant to Section 102 and Section 110 of the Act read with Rule 22 of the Management Rules, in respect of the proposed Special Resolution setting out, all the material facts and reasons are enclosed herewith and forms part of this Notice.

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1. The Postal Ballot Notice is being sent to all the Members, whose names appear in the register of Members / list of beneficial owners, received from the depositories as on Friday, 14[th] February, 2025 (“Cut-off date”).

2. As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre- paid business reply envelopes are not being sent to the shareholders for this Postal Ballot. Members are requested to provide their assent or dissent through e-Voting only .

3. In terms of the MCA Circulars, the Postal Ballot Notice is being sent only by email to those Members who have registered their email addresses with their depository participants or with the Company's Registrar & Share Transfer Agent. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off date are requested to register their e-mail Ids by sending an e-mail to Registrar and Transfer Agent of the Company, i.e. Computech Sharecap Limited at helpdesk@computechsharecap.in or to the Company at secretarial@banswarasyntex.com with name of registered Member(s), folio number(s)/DP Id/Client Id and no. of Equity Shares held from the email address they wish to register to enable them to exercise their vote on special business as set out in the Postal Ballot Notice through remote e-Voting facility provided by CDSL.

4. The voting rights of Member(s) for e-Voting shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off date. Any person whose name is recorded in the Register of Members or in the register of beneficial owners maintained by the depositories as on the Cut-off date only shall be entitled to vote through e-Voting. Any person who is not a Member as on the Cut-off date should treat this notice for information purpose only.

5. A Member cannot exercise his / her / its vote by proxy on Postal Ballot.

6. Resolution, if approved, by the Members by means of Postal Ballot is deemed to have been passed at a General Meeting of the Members and the last date of the e-Voting shall be the date on which the resolution shall be deemed to have been passed, if approved by the requisite majority.

7. Any query in relation to the Resolutions proposed to be passed by this Postal Ballot may be addressed to Secretarial Department at Email: secretarial@banswarasyntex.com or for any query/ grievance with respect to e-Voting, you can write an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911.

8. Voting through Electronic Means (“e-Voting”). In compliance with provisions of Section 108 & Section 110 of the Act read with Rule 20 and Rule 22 of the Management Rules, Regulation 44 of Listing Regulations and any other applicable provisions, the Company is pleased to offer remote e-Voting facility to its Members to cast their vote by electronic means through e-Voting platform of CDSL. The e-Voting facility is available at www.evotingindia.com

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1. Postal Ballot Notice is also available on the website of the Company i.e. www.banswarasyntex.com and can also be downloaded by accessing website of the CDSL at www.evotingindia.com and at the relevant sections of the websites of the BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.

2. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one daily newspaper published in the language of the region (i.e. Hindi), where the Registered Office of the Company is situated (i.e. Rajasthan).

3. The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Company, as on the Cut-off date i.e. Friday, 14[th] February, 2025.

4. All relevant documents referred to in this Notice requiring the approval of the Members shall be available for inspection by the Members only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-Voting. Members who wish to inspect the documents are requested to send an e-mail to the Company at secretarial@banswarasyntex.com mentioning their Name, Client ID and DP ID.

5. For Members who have not registered their e-mail addresses, may register the same as under:

For shares held in Physical form	The Members holding shares in physical form would need to send the Form ISR -1 duly signed by the registered shareholder(s) along with the requisite documents mentioned in the Form to our Register and Share Transfer Agent at: M/s. Computech Sharecap Ltd. 147, Mahatma Gandhi Road, Opp. Jahangir Art Gallery Fort, Mumbai – 400001
For shares held in Dematerialized form	The Members holding shares in electronic mode are requested to register/update their email address, PAN and Bank Account details with the Depository Participant where their respective dematerialized accounts are maintained.

1. In accordance with the proviso to Regulation 40(1) of the Listing Regulations, as amended from time to time, and read with SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25[th] January, 2022, transfer of securities of the Company including transmission and transposition requests shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, Members holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, and eliminate risks associated with physical holding.

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1. Brief profile and other additional information of the proposed appointee pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India is furnished as annexure to the Notice.

2. To exercise vote by using e-Voting facility, please carefully follow the instructions given under the heading “THE INSTRUCTIONS OF REMOTE E-VOTING FOR SHAREHOLDERS” of Postal Ballot Notice.

3. The result of the postal ballot will be posted on the Company’s website www.banswarasyntex.com and CDSL website www.evotingindia.com immediately after the declaration of result and the same will also be communicated to BSE Limited and the National Stock Exchange of India Limited within stipulated time period as prescribed in this regard. The Scrutinizer’s decision on the validity of e-Voting will be final.

THE INSTRUCTIONS OF REMOTE E-VOTING FOR SHAREHOLDERS:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (i) The voting period begins on 9.00 a.m. (IST) on Friday, 21[st] February, 2025, and ends on 5.00 p.m. (IST) on Saturday, 22[nd] March, 2025. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off date i.e., Friday, 14[th] February, 2025, may cast their vote electronically. The e- Voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 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-Voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has 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.

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

Type of Shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users who have opted for CDSL Easiest / 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 users to login to Easiest / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see thee-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, 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 CDSL websitewww.cdslindia.comand click on login & My Easi New (Token) Tab and then click on registration option. 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.comhome page. 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.

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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.comeither 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. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS“ Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 duringthe remote e-Voting period.

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

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.

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.

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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 toll free no. 1800 21 09911.
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 022 - 4886 7000 and 022 - 2499 7000.

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

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

• 2) Click on “Shareholders” module.

• 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,

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:

For Physical shareholders and other than individual shareholders holding shares in Demat.

	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 byCompany/RTA or contact Company/RTA.

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Dividend Bank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details	recorded in your demat account or in the company records in order to login.
OR	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.
Date of Birth
(DOB)

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) 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.

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

• (viii) Click on the EVSN to choose Banswara Syntex Ltd. to vote.

• (ix) 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 YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) 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.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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

• (xiv) 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.

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• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• 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.

• 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 will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, 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 mandatory 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; secretarial@banswarasyntex.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

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 Registrar and Transfer Agent of the Company, i.e. Computech Sharecap Limited at helpdesk@computechsharecap.in or to the Company at secretarial@banswarasyntex.com

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

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

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 toll free no. 1800 21 09911.

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 at toll free no. 1800 21 09911.

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102(1) AND 110 OF THE COMPANIES ACT, 2013 ANNEXED TO NOTICE DATED 29[TH] JANUARY, 2025

Item No. 1: Appointment of Mr. Rahul Narendra Mehta (DIN: 00165521) as Non-Executive Independent Director of the Company.

Pursuant to the provisions of Section 149, 150, 152, 161 of the Companies Act, 2013 read with Schedule IV of the Act, Listing Regulations and as per the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 29[th] January, 2025, appointed Mr. Rahul Narendra Mehta (DIN: 00165521) as an Additional Director in the category of Non-Executive Independent Director of the Company for a term of five (5) consecutive years from 29[th] January, 2025 to 28[th] January, 2030 (both days inclusive) subject to approval of Shareholders.

In terms of section 160 of the Companies Act, 2013, the Nomination and Remuneration Committee and the Board has recommended the appointment of Mr. Rahul Narendra Mehta as an Independent Director pursuant to Sections 149 and 152 of the Companies Act, 2013. The Company has also received notice in writing from a Member proposing the candidature of Mr. Rahul Narendra Mehta to be appointed as Director of the Company.

The Company has received a declaration from Mr. Rahul Narendra Mehta confirming that he meets the criteria of independence under the Companies Act, 2013 and the Listing Regulations. Further, the Company has also received from Mr. Rahul Narendra Mehta a consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013, nor debarred from holding the office of a director by virtue of any SEBI order or any such other regulatory authority and has successfully registered himself in the Independent Director’s Data Bank

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maintained by Indian Institute of Corporate Affairs.

Additional Information in respect of Mr. Rahul Narendra Mehta, including his brief resume and other requirements pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015 and SS-2 – Secretarial Standards of General Meeting in accordance of Section 118(10) of Companies Act, 2013 is provided in Annexure – 1 .

The Nomination and Remuneration Committee (“NRC”) had previously finalized the desired attributes for the selection of the Independent Director(s) such as experience, expertise and independence etc. On the basis of those attributes, the NRC recommended the candidature of Mr. Rahul Narendra Mehta.

In the opinion of the Board, Mr. Rahul Narendra Mehta fulfils the conditions for independence specified in the Act, the Rules made thereunder and the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and he is independent of the Management. The Board is of the opinion that the appointment of Mr. Rahul Narendra Mehta as Non-Executive Independent Director, would be in the interest of the Company and it is desirable to avail his services, due to his background and experience. In line with the Company’s remuneration policy for Independent Directors, Mr. Rahul Narendra Mehta will be entitled to receive remuneration by way of sitting fees as approved by the Board of Directors, reimbursement of expenses for participation in the Board meetings / Committee meetings, if any.

As per regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), the appointment of any person on the Board of directors is required to be approved by the shareholders earlier of the next general meeting or three months. Accordingly, the resolution seeks the approval of Members for the appointment of Mr. Rahul Narendra Mehta as Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years from 29[th] January, 2025 to 28[th] January, 2030 (both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

Pursuant to Regulation 17(1A) of the Listing Regulations, it is also proposed to obtain prior approval of the shareholders, for continuation of directorship of Mr. Rahul Narendra Mehta, even after he attains the age of 75 years during the tenure of his directorship with the Company. The Board is of the view that continuation of Mr. Rahul Narendra Mehta as Director will be in the interest of the Company as he possesses the requisite core skills, capabilities and competencies as required in context of the business of the Company.

Except, Mr. Rahul Narendra Mehta, being appointee and/or his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are deemed to be concerned or interested, financially or otherwise, in the resolution set out at Item No. 1.

The Board recommends the Special Resolution as set out in Item No. 1 of this notice for the approval of Members.

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Annexure – 1

Brief profile of Director including the information required to be furnished under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India are given below:

Position/Post	Non-Executive Independent Director
Name of the Director	Mr. Rahul Narendra Mehta
DIN	00165521
**Date of Birth / Age **	20.08.1950 (74years)
Date of Appointment	29thJanuary, 2025
Qualification (s)	MBA
Relationships between the Directors inter- se	None
Brief Resume	Mr. Rahul Narendra Mehta is Commerce Graduate (B. Com) and has completed MBA from Jamnalal Bajaj Institute in 1971. Mr. Rahul Narendra Mehta has over 40 years of experience in the Garment Industry. He joined the Creative Group as Partner and Managing Director in 1982. He was responsible for the Group launching some of the most iconic Brands in the Domestic Industry including UFO Jeans, Creative Cottons, 109F, Fusion Beats, Portico, and Urban Republic. He is also on the board of Nandan Denims Ltd. as an Independent Director. He has been the Past President of the Clothing Manufacturers Association of India (CMAI) for 15 years, he is currently the Chief Mentor to CMAI since 2020. He is also the Past President of the International Apparel Federation (IAF) based out of Netherlands. He is the first Indian to be elected as President of the IAF, and only the second Asian to be in this position in the 40 years history of IAF. He is actively involved in Education, and is Chairman, Advisory Board, School of Fashion Technology, Pune, and passionately committed to the evolvingtrend ofSustainabilityin the DomesticGarment Industry.
Nature of expertise in specific functional areas	As detailed in “Brief Resume” hereinabove

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Name(s) of the other Companies in which directorship held as on Date of Postal Ballot	1. Nandan Denim Limited 2. Creative Casual India Private Limited 3. Creative Garments Private Limited
Membership/ Chairmanship of the Committees in other companies as on date of Postal Ballot.	NIL
Listed Entities from which resigned as Director in past 3 years	1. Future Lifestyle Fashions Limited
Shareholding (including shareholding as a beneficial owner) inthe Company	NIL
Skills and capabilities required for the role and manner in which he/she meets such requirements	Mr. Rahul Narendra Mehta possesses the requisite core skills, capabilities and competencies as required in context of the business of the Company
Remuneration proposed to be paid	Sitting Fees for attending the Board and Committee Meetings.
Last drawn Remuneration	Not Applicable
Terms & Conditions of appointment	As mentioned under Resolution at Item No. 1 and formal letter of appointment.
The number of meetings of the Board attended during the year (2024-25)	N.A.

By Order of the Board of Directors

Place: Mumbai Date: 29[th] January, 2025

Sd/(Ketan Kumar Dave) Company Secretary & Compliance Officer ACS : 52309

Registered Office Industrial Area, Dahod Road, Post Box No. 21, Banswara-327001 (Rajasthan)

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