Black Rose Industries Ltd — Proxy Solicitation & Information Statement 2025

Dec 16, 2025

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16[th] December, 2025

BSE Limited Corporate Relationship Department P.J. Towers, Dalal Street, Fort, Mumbai – 400001.

Scrip Code: 514183 ISIN: INE761G01016

Dear Sir/Madam,

Sub: Postal Ballot Notice- Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed herewith the Postal Ballot Notice along with the Explanatory Statement thereof for seeking the approval of the Members of the Company by way of Special Resolution for the following matter:

1. Appointment of Mr. Mayur Bhupendralal Desai (DIN: 00358846) as a Non-Executive Independent Director

In compliance with MCA Circulars, the Postal Ballot Notice along with Explanatory Statement and Instructions for e-Voting is being sent only through electronic mode to those Members, whose e- mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 12[th] December, 2025 (“Cut-off date”). Further, communication of assent or dissent by the Members on the business item set out in the Postal Ballot Notice shall be done through remote e-Voting only.

The Company has engaged the services of National Securities Depository Limited to provide remote e-Voting facilities to its Members. The remote e-Voting facility will commence on Wednesday, 17[th] December, 2025 at 9:00 a.m. (IST) and ends on Thursday, 15[th] January, 2026 at 5:00 p.m. (IST). The results of the Postal Ballot will be announced on or before 17[th] January, 2026.

The copy of the Postal Ballot Notice is being also made available on the website of the Company at www.blackrosechemicals.com, BSE Limited at www.bseindia.com and National Securities Depository Limited at www.evoting.nsdl.com.

Kindly take the same on record.

Thanking You.

Yours Faithfully, For Black Rose Industries Limited,

Digitally signed by ANKIT KUMAR ANKIT KUMAR JAIN JAIN Date: 2025.12.16 17:52:15 +05'30'

Ankit Kumar Jain Company Secretary & Compliance Officer

Encl: as above

Black Rose Industries Ltd.

145/A, Mittal Tower, Nariman Point, Mumbai - 400 021, INDIA Tel.: +91 22 4333 7200 / 2282 4075 l Fax: +91 22 2287 3022

E-mail: investor@blackrosechemicals.com l Website: www.blackrosechemicals.com CIN No.: L17120MH1990PLC054828

Factory : Shree Laxmi Co-op. Industrial Estate Ltd., Hatkanangle, Dist. Kolhapur, Maharashtra, INDIA

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Black Rose Industries Limited

145/A, Mittal Tower, Nariman Point, Mumbai - 400 021, INDIA Tel.: +91 22 4333 7200 / 2282 4075 l Fax: +91 22 2287 3022 E-mail: investor@blackrosechemicals.com l Website: www.blackrosechemicals.com CIN: L17120MH1990PLC054828

POSTAL BALLOT NOTICE

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

Dear Members,

Notice is hereby given that the special resolution set out below is proposed for approval by the Members of Black Rose Industries Limited (“the Company”) by means of Postal Ballot, only by remote e- Voting process (“e-Voting”) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 17/2020 dated 13[th] April, 2020 and 14/2020 dated 8[th] April, 2020 read with other relevant circulars, including General Circular No. 03/2025 dated 22[nd] September, 2025, 09/2024 dated 19[th] September, 2024, 09/2023 dated 25[th] September, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

In compliance with the aforesaid MCA Circulars, this Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/Registrar and Transfer Agent (“RTA”). Accordingly, a physical copy of the Notice along with postal ballot form and prepaid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-Voting. The detailed procedure for remote e-Voting process forms part of the ‘Notes’ section of this Notice.

The statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolution proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is attached.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Company Secretary in Practice (Membership No.: FCS 5703), as the Scrutinizer for conducting the Postal Ballot through the e-Voting process in a fair and transparent manner. He has communicated his consent to act as the Scrutinizer and confirmed his availability for the said purpose. The Scrutinizer’s decision on the validity of the votes cast through the Postal Ballot shall be final.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e-Voting facility. Members are requested to read the instructions given in the Notes to this

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Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Postal Ballot Notce so as to cast their votng period:	vote electronically. The votes can be cast during the followin
**Commencement of e-Votng: **	9:00 a.m.(IST) on Wednesday, 17th December, 2025
**End of e-Votng: **	5:00p.m.(IST) on Thursday, 15th January, 2026

The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-Voting. The results of the Postal Ballot will be announced on or before 5:00 p.m. (IST) on Saturday, 17[th] January, 2026. The said results along with the Scrutinizer’s Report will be intimated to Stock Exchange (i.e., BSE Limited), where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.blackrosechemicals.com and on the website of NSDL htps://www.evotng.nsdl.com.

SPECIAL BUSSINESS

1. APPOINTMENT OF MR. MAYUR BHUPENDRALAL DESAI (DIN: 00358846) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulation 25 (2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Mr. Mayur Bhupendralal Desai (DIN: 00358846) who was appointed as an Additional Director in the capacity of Non- Executive Independent Director of the Company w.e.f. 11[th] November, 2025, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act proposing his candidature for the office of an Independent Director not liable to retire by rotation, to hold office for a term of five consecutive years i.e. from 11[th] November, 2025 till 10[th] November, 2030.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By the Order of the Board, For Black Rose Industries Limited Sd/- Ankit Kumar Jain Place: Mumbai Company Secretary Date: 11[th] November, 2025 Membership No.: A54805 Registered Office: 145/A, Mittal Tower, Nariman Point Mumbai - 400021

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Notes :

1. An Explanatory Statement setting out the material facts pursuant to Section 102 of the Act relating to special business is annexed as Annexure I hereto and forms part of the Notice.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the register of Members/ register of beneficial owners as on Friday, 12[th] December, 2025 (“Cut-off Date”) received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Transfer Agent/ Depository Participants/ Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot.

3. This Postal Ballot Notice will also be available on the Company’s website at www.blackrosechemicals.com websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com respectively, and on the website of NSDL at www.evotng.nsdl.com.

4. In accordance with MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register/update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.blackrosechemicals.com) duly filled and signed along with requisite supporting documents to Satellite Corporate Services Private Limited at A 106 & 107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safed Pool Sakinaka, Mumbai - 400072.

5. Only a person, whose name is recorded in the register of Members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories, shall be entitled to participate in the e- Voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

6. Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the Paid-Up Equity Share Capital of the Company as on the Cut-Off Date.

7. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-Voting are provided as part of this Postal Ballot Notice.

8. The e-Voting period commences at 9:00 a.m. (IST) on Wednesday, 17[th] December, 2025 and ends at 5:00 p.m. (IST) on Thursday, 15[th] January, 2026.

The e-Voting will not be allowed beyond the aforesaid date and time, and the e-Voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

1. The resolutions, if approved, shall be deemed to have been passed on the last date of e-Voting i.e., Thursday, 15[th] January, 2026.

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1. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-Voting. Members seeking to inspect such documents can send an email to investor@blackrosechemicals.com mentioning his / her / its folio number / DP ID and Client ID.

2. The instructions for remote e-Voting by Members are as under:

PROCEDURE FOR E-VOTING:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Votng system

A) Login method for e-Votng for Individual shareholders holding securites in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securites in demat mode with NSDL.

1. For OTP based login you can click on htps://eservices.nsdl.com/SecureWeb/evotng/evotnglogin.js p.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcaton code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period. 2. ExistngIDeASuser can visit the e-Services website of NSDL Viz. htps://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’ secton , this will prompt you to enter your existng User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services under Value added services. Click on“Access to e-Votng”under e-Votng services and you will be able to see e- Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be re-directed to e-Votng website of NSDL for castng your vote during the remote e-Votng period. 3. If you are not registered for IDeAS e-Services, opton to register is available athtps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.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 eVoting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period. 5. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can login
holding securites in demat		through their existng user id and password. Opton will be made
mode with	CDSL	available to reach e-Votng page without any further
		authentcaton. The users to login Easi / Easiest are requested to
		visit CDSL websitewww.cdslindia.comand click on login icon &
		New System Myeasi Tab and then user your existng my easi
		username & password.
		2. Afer successful login the Easi / Easiest user will be able to see the
		e-Votng opton for eligible companies where the evotng is in
		progress as per the informaton provided by company. On clicking
		the evotng opton, the user will be able to see e-Votng page of
		the e-Votng service provider for castng your vote during the
		remote e-Votng period. Additonally, there is also links provided to
		access the system of all e-Votng Service Providers, so that the
		user can visit the e-Votng service providers’ website directly.
		3. If the user is not registered for Easi/Easiest, opton to register is
		available at CDSL websitewww.cdslindia.comand click on login &
		New System Myeasi Tab and then click on registraton opton.
		4. Alternatvely, the user can directly access e-Votng page by
		providing Demat Account Number and PAN No. from a e-Votng
		link available onwww.cdslindia.comhome page. The system will
		authentcate the user bysendingOTP on registered Mobile &

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Email as recorded in the Demat Account. Afer successful authentcaton, user will be able to see the e-Votng opton where the e-Votng is in progress and also able to directly access the system of all e-Votng Service Providers.

Individual Shareholders (holding securites in demat mode) login through their depository partcipants

You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e- Votng facility. upon logging in, you will be able to see e-Votng opton. Click on e-Votng opton, you will be redirected to NSDL/CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. Click on company name or e-Votng service provider i.e. NSDL and you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng 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.

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

Login type	Helpdesk details
Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevotng@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evotng@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Votng website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at htps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’, and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evotng.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evotng@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Votng system.

How to cast your vote electronically on NSDL e-Votng system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e- mail to shivharijalancs@gmail.com with a copy marked to evotng@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

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1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- Voting user manual for Shareholders available at the download section of www.evotng.nsdl.com or call on : 022 - 4886 7000 or send a request to (Name of NSDL Official) at evotng@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registraton of e mail ids for e-Votng for the resolutons set out in this notce :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to (Company email id).

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Votng for Individual shareholders holding securites in demat mode .

3. Alternatively, shareholder/Members may send a request to evotng@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

4. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogi n.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available

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under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 5. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	Shareholders holding	6.	Users who have opted for CDSL Easi / Easiest facility, can login
securities	in demat mode with		through their existing user id and password. Option will be
CDSL			made available to reach e-Voting page without any further
			authentication. The users to login Easi / Easiest are requested
			to visit CDSL website www.cdslindia.com and click on login
			icon & New System Myeasi Tab and then user your existing my
			easi username & password.
		7.	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. 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.

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8. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 9. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.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 evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.

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. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL 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.

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
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.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. d) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. e) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. f) How to retrieve your ‘initial password’? (iii) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (iv) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. g) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. h) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. i) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. j) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to shivharijalancs@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-Voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide 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 Company www.blackrosechemicals.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company www.blackrosechemicals.com. If you are an Individual shareholder holding securities

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in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/Members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

2. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Place: Mumbai Date: 11[th] November, 2025 Registered Office: 145/A, Mittal Tower, Nariman Point Mumbai - 400021

By the Order of the Board, For Black Rose Industries Limited Sd/- Ankit Kumar Jain Company Secretary Membership No.: A54805

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ANNEXURE I

Explanatory Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013

Item No.: 1

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 11[th] November, 2025, appointed Mr. Mayur Bhupendralal Desai (DIN: 00358846) as an Additional Director (Non-Executive Independent) of the Company, with effect from 11[th] November, 2025, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company. His appointment shall not be subject to retirement by rotation and will be for a term of five consecutive years, commencing on 11[th] November, 2025 and ending on 10[th] November, 2030, subject to the approval of the Company’s Members. Mr. Desai has submitted a declaration confirming that he meets the independence criteria prescribed under the Companies Act and the Listing Regulations.

Mr. Desai has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. Mr. Desai has also confirmed that he is not debarred from holding the office of an Independent Director by virtue of any order passed by the Securities and Exchange Board of India or any such authority. He is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Act. He has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Mr. Desai is a Chartered Accountant with over four decades of experience across diverse sectors. His expertise covers domestic and international taxation, transaction advisory, corporate governance, financial oversight, and risk management, supported by leadership roles in both industry and Big four consulting firms. He has advised listed companies, high-growth start-ups, multinational corporations, and private enterprises on complex tax and regulatory matters, and has played a key role in mergers and acquisitions involving due diligence, structuring, and post-acquisition integration. A former committee member of BCAS (Bombay Chartered Accountants' Society) and CTC (Chamber of Tax Consultants), as well as a keynote speaker and published thought leader, Mr. Desai brings to the Board a blend of technical depth, strategic insight, and a strong commitment to ethical and value-driven governance.

In the opinion of the Board, Mr. Desai fulfills the conditions specified in the Act for appointment as an Independent Director and his appointment as such would be in the interest of the Company taking into consideration Mr. Desai’s knowledge, background and expertise, management, strategy, etc. also fulfills the identified core skills/ expertise/ competencies and the criteria laid down by the Board in the Company’s Nomination Policy for appointment as a Director (Non- Executive Independent) of the Company and as required in the context of the Company’s business and the sector it operates in. Mr. Desai meets the criteria of independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and has submitted a declaration to that effect. In the opinion of the Board, Mr. Desai is independent of the management.

The Company has received a notice in writing, under the provision of Section 160 of the Companies Act, 2013, from a member, proposing his candidature as an Independent Director of the Company. Since the proposed appointment has already been recommended by the Nomination and Remuneration Committee of the Board of the Company and the appointment of Mr. Desai is being made as an Independent Director, the requirement of receiving a deposit of Rs. 100,000/- (Rupees One Lakh) from the member proposing his candidature, is not applicable.

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The Company has received from Mr. Desai (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

As per Section 152 of the Act and the rules thereunder, a Director can be appointed with the approval of the Members and as per Regulation 17 (1C) of the Listing Regulations, the Company is required to obtain the approval of the Members at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier. Further, as per Regulation 25 (2A) approval of the Members by way of a special resolution is required for the appointment of a Non- Executive Independent Director. Accordingly, approval of the Members is being sought for appointment of Mr. Mayur Bhupendralal Desai as a Non- Executive Independent Director by way of a Special Resolution.

As required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of Secretarial Standard-2, other requisite information is annexed hereto as Annexure II and forms a part of this Postal Ballot Notice.

Except Mr. Mayur Bhupendralal Desai, none of the other Directors, Key Managerial Personnel of the Company and their relatives, are in any way concerned or interested, financially or otherwise, in the proposed Special Resolution.

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

ANNEXURE – II

Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standards -2, the details of the Director proposed to be appointed through the Postal Ballot process are given below:

Director Name and DIN	Mayur Bhupendralal Desai(DIN: 00358846)
**Date of Birth/ Age **	29thMarch,1961/64years
Qualifcatons	Chartered Accountant
Experience (including expertse in specifc functonal area) / Brief Resume	Mr. Mayur Desai, a Chartered Accountant with over four decades of experience, possesses extensive expertse in taxaton, transacton advisory, corporate governance, and fnancial management. He has advised listed companies, MNCs, and start-ups on complex tax and regulatory maters and has led several M&A transactons. A former commitee member of BCAS and CTC, and a noted speaker and author, Mr. Desai brings to the Board deep professional insight and a strong commitment to ethical and value-drivengovernance.
Skills and capabilites required for the role and the manner in which the proposed person meets such requirements	Please refer to the Explanatory Statement forming a part of this Postal Ballot Notce.
Terms and Conditons of Appointment	Appointment as a Non-Executve Independent Director for a period of fve years commencing from 11th November, 2025 to 10thNovember, 2030, not liable to retre byrotaton.

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Remuneraton last drawn (including sitng fees, if any)	Not Applicable
Remuneraton proposed to be paid	Sitng fees for atending Board and Commitee Meetngs, if any, where he is a member.
Date of frst appointment on the Board	Not Applicable
Shareholding in the Company including shareholding as a benefcial owner as on date of Postal Ballot Notce	Nil
Relatonship with other Directors / Key Managerial Personnel	Not related to any Director / Key Managerial Personnel of the Company.
Directorships of other Boards as on date of Postal Ballot Notce	Nil
Membership / Chairmanship of Commitees of other Boards as on date of Postal Ballot Notce	Nil
Listed enttes from which the Director has resigned in thepast threeyears	Nil

Place: Mumbai Date: 11[th] November, 2025 Registered Office: 145/A, Mittal Tower, Nariman Point Mumbai - 400021

By the Order of the Board, For Black Rose Industries Limited Sd/- Ankit Kumar Jain Company Secretary Membership No.: A54805

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