Bombay Dyeing & Mfg. Co. Ltd. — Proxy Solicitation & Information Statement 2025

Sep 2, 2025

2[nd] September, 2025

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BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 BSE Scrip Code: 500020

National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No. C/1, ‘G’ Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 NSE Symbol: BOMDYEING

Dear Sir/Madam,

SUB: NOTICE OF POSTAL BALLOT

REF: REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING REGULATIONS”)

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed a copy of the Postal Ballot Notice of The Bombay Dyeing and Manufacturing Company Limited (‘the Company’) dated 25th August, 2025, (‘Notice’) for seeking approval of the Members of the Company for appointment of Ms. Rukhshana Jina Mistry (DIN: 08398795) as the Non-Executive Independent Woman Director of the Company for a term of five consecutive years by Special Resolution.

In compliance with the provisions of the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 2/2022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA Circulars”), this Notice is being sent only through electronic mode to those members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Company/ KFin Technologies Limited (“KFin”), Company’s Registrar and Share Transfer Agent / Depositories / Depository Participant(s) as on Friday, 29th August, 2025 (‘Cut-off date’). The Members, who have not registered their e-mail addresses, will have to follow the instructions given in the enclosed Notice.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The remote e-voting period commences on Thursday, 04th September, 2025 at 9.00 a.m. (IST) and ends on Friday, 03rd October, 2025 at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. Instructions for remote E-voting are provided in the enclosed Notice.

The Notice is also available on the website of the Company at www.bombaydyeing.com and on the website of the NSDL at www.evoting.nsdl.com.

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The Resolutions passed by the Members through Postal Ballot shall be deemed to have been passed at a general meeting of Members on the last date specified for remote e-voting i.e. Friday, 03[rd] October, 2025. The results of Postal Ballot will be announced within two working days from the conclusion of e-voting period.

This is for your information and record.

Yours faithfully,

For The Bombay Dyeing and Manufacturing Company Limited

Sanjive Digitally signed by Sanjive Arora Date: 2025.09.02 Arora 17:08:57 +05'30' Sanjive Arora Company Secretary Membership No.: F3814

Encl.: As Above

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THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED

(CIN: L17120MH1879PLC000037)

Registered Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai – 400001 Email: grievance_redressal_cell@bombaydyeing.com; Phone: (91) (22) 66620000; Website: www.bombaydyeing.com

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

Notice is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment thereof, for the time being in force), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) , Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”) , each as amended, the Special Resolution as set out in this Notice is proposed for approval by the Members of the Company through Postal Ballot by voting through electronic means only (“remote e-voting”).

The Explanatory Statement pursuant to Section 102(1) of the Act, read with Rules framed thereunder, setting out the material facts concerning the resolution mentioned in this Postal Ballot Notice (“Notice”) , is annexed hereto for your consideration.

In terms of the requirements specified in General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 2/2022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA Circulars”) , the Notice is being sent in electronic mode only to those Members whose e-mail addresses are registered with the Company/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting

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facility to its Members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at www.bombaydyeing.com.

Based on the recommendation of the Nomination and Remuneration Committee meeting held on Friday, 22[nd] August, 2025, the Board of Directors of the Company by way of a circular resolution passed on Monday, 25[th] August, 2025, approved the appointment of Ms. Rukhshana Jina Mistry (DIN: 08398795) as an Additional Director in the category of Non-Executive Independent Woman Director of the Company, for a term of five consecutive years commencing from 26[th] August, 2025 to 25[th] August, 2030, (both days inclusive) subject to the approval of the members, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013 read with Schedule IV of the Act and other relevant provisions of the Act and SEBI Listing Regulations and her appointment is now placed for the approval of the Members by way of a Special Resolution.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting. The schedule of remote e-voting is as under:

Commencement of remote e-voting Conclusion of remote e-voting Thursday, 04 ~~[th]~~ September, 2025 at Friday, 03 ~~[rd]~~ October, 2025 at 9.00 a.m. (IST) 5.00 p.m. (IST)

The remote e-voting will be disabled by NSDL immediately thereafter.

SPECIAL BUSINESS

1. Appointment of Ms. Rukhshana Jina Mistry (DIN: 08398795) as the NonExecutive Independent Woman Director of the Company for a term of five consecutive years:

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 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Ms. Rukhshana Jina Mistry (DIN: 08398795) who was appointed as an Additional Director in the category of Non-Executive Independent Woman Director of the Company by the Board on the recommendation of Nomination and Remuneration Committee with effect from 26[th] August, 2025, pursuant to Section 161 of the Act read with the Articles of Association of the Company and who is eligible for appointment as a Director and in respect of whom the Company has received a notice in

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writing from a member proposing her candidature for the office of Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not being liable to retire by rotation.

RESOLVED FURTHER THAT Ms. Rukhshana Jina Mistry, who has submitted a declaration that she meets the criteria for independence and who is eligible for appointment, be and is hereby appointed as an Non-Executive Independent Woman Director of the Company in terms of Section 149 of the Act and Regulation 17 of SEBI Listing Regulations for the first term of five consecutive years commencing from 26[th] August, 2025 to 25[th] August, 2030, (both days inclusive), not being liable to retire by rotation.

RESOLVED FURTHER THAT any one of the Directors or the Manager or the Chief Financial Officer & Chief Risk Officer or the Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors, For The Bombay Dyeing and Manufacturing Company Limited Sanjive Arora

Company Secretary FCS No. 3814

Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai – 400001

Date: 25[th] August, 2025 Place: Mumbai

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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. The relevant details, pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 for appointment of Director are hereto furnished in Annexure II to the Notice.

3. In compliance with the MCA Circulars, the Notice is being sent only by electronic mode to those Members whose names appear in the Register of Members / List of Beneficial Owners and email IDs are registered as on Friday, 29[th] August, 2025 (“cut-off date”). Members who have not registered their email IDs may please follow the instructions given below:

Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by sharing a duly filled and signed copy of Form ISR-1 as per the format prescribed by SEBI vide its Master Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated 23[rd] June, 2025 and also available on the website of the Company at web link https://bombaydyeing.com/forms.html, with the Company’s Registrar and Share Transfer Agent at einward.ris@kfintech.com or with the Company at grievance_redressal_cell@bombaydyeing.com along with the copy of signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g.: Driving License, Election Identity Card, Passport) in support of the address of the Member.

Members holding shares in dematerialized mode are requested to register/ update their email addresses with the relevant Depository Participants. In case of any queries/ difficulties in registering the email address, Members may write to einward.ris@kfintech.com or grievance_redressal_cell@bombaydyeing.com

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (“PAN‟), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.

2. a. For shares held in electronic form : to their Depository Participants (“DPs”); and

3. b. For shares held in physical form : submit Form ISR-1 and other forms as prescribed by SEBI vide its Master Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated 23[rd] June, 2025 to M/s KFin Technologies Ltd. (the Company’s “RTA”) at Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana – 500032. The Members are requested to update their KYC details with the Company/ Company’s RTA.

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1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact Company’s Registrar and Transfer Agent, M/s KFin Technologies Ltd. (the Company’s “RTA”) at Selenium Building, Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana – 500032, India., Email: einward.ris@kfintech.com or refer FAQs available on RTA’s website for assistance in this regard or the Company at their Registered Office address at Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai, Maharashtra - 400001, Telephone: (022) 66620000. Email: grievance_redressal_cell@bombaydyeing.com

2. Notice of Postal Ballot will also be available on the Company’s website at www.bombaydyeing.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.

3. All the documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members during business hours (9.30 a.m. IST to 6.30 p.m. IST) on all working days except Saturdays, Sundays and Public holidays, from date hereof upto 03[rd] October, 2025, electronically. Members seeking inspection may send an email to grievance_redressal_cell@bombaydyeing.com mentioning the name, Folio no. / Client ID and DP ID and the document which they wish to inspect.

4. In compliance with provisions of Section 108, Section 110 and other applicable provisions of the Act read with the Rules made thereunder, the Company has provided facility to Members to exercise their votes electronically through remote e-voting facility provided by NSDL.

5. The Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, 29[th] August, 2025, being the cut-off date, are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

6. The voting rights of Members shall be in proportion to their shareholding of the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, 29[th] August, 2025.

7. The remote e-voting period commences on Thursday, 04[th] September, 2025 at 9:00 A.M. ( IST) and ends on Friday, 03[rd] October, 2025 at 5:00 P.M. ( IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

8. The vote in this Postal Ballot cannot be exercised through proxy.

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1. The Company has appointed Mr. P.N. Parikh (FCS: 327, CP: 1228) and failing him, Mr. Mitesh Dhabliwala (FCS: 8331, CP: 9511) and failing him, Ms. Sarvari Shah (FCS: 9697, CP: 11717) of Parikh & Associates, Practising Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process through remote e-voting, in a fair and transparent manner.

2. The Scrutinizer shall unblock the votes after conclusion of voting through remote e-voting and submit his/her report to the Chairman / authorized Key Managerial Personnel of the Company.

3. The results of Postal Ballot will be announced within two working days from the conclusion of e-voting period. The declared results along with the report of the Scrutinizer will be submitted to BSE Limited and National Stock Exchange of India Limited and shall be uploaded on the website of the Company at www.bombaydyeing.com, website of NSDL at www.evoting.nsdl.com and shall also be displayed on the Notice Board at the Registered Office of the Company at Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai – 400001.

4. The Resolution passed by the Members through Postal Ballot shall be deemed to have been passed at a general meeting of Members on the last date specified for remote e-voting i.e. Friday, 03[rd] October, 2025.

5. SEBI vide its Circular No. SEBI HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated 11[th ] August 2023, has introduced Online Dispute Resolution (ODR), which is in addition to the existing SCORES platform which can be utilized by the investors and the Company for dispute resolution. Please note that the investors can initiate dispute resolution through the ODR portal only after exhausting the option to resolve dispute with the Company and on the SCORES platform. The ODR portal can be accessed at https://smartodr.in/login/login.

18. The instructions for remote e-voting by Members are as under:

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 the Circular issued by SEBI dated December 9, 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.

Members are advised to update their mobile number and email address in their demat accounts in order to access remote e-voting facility.

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

given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin. 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 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3.If you are not registered for IDeAS e-Services, option to register is available athttps://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 Depositorysite whereinyou can see e-Voting page.

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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.

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

• 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.

• 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.

• 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. 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

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directly access the system of all e-Voting Service 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.

for any technical issues related NSDL and CDSL.	to login through Depository i.e.
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.comor 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 136115 then user ID is 136115001

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

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

3. 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.

4. 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.evoting.nsdl.com.

4. c) 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.

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 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 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 i.e. 136115 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.

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Once you confirm your vote on the resolutions, 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 cs@parikhassociates.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 email 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 grievance_redressal_cell@bombaydyeing.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 (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card to grievance_redressal_cell@bombaydyeing.com. If you are an individual shareholder shareholders 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-Voting for Individual shareholders holding securities in demat mode .

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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 December 9, 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.

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ANNEXURE I TO THE NOTICE EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the business mentioned under the item of the accompanying Notice:

Item no. 1

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) meeting held on Friday, 22[nd] August, 2025, the Board of Directors of the Company by way of a circular resolution passed on Monday, 25[th] August, 2025, appointed Ms. Rukhshana Jina Mistry (DIN: 08398795) as an Additional Director in the category of Non-Executive Independent Woman Director of the Company, who shall not be liable to retire by rotation, for a term of five consecutive years commencing from 26[th] August, 2025 to 25[th] August, 2030, (both days inclusive), subject to the approval of the members. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 (“Act”) proposing the candidature of Ms. Rukhshana Jina Mistry for the office of Director of the Company.

Ms. Rukhshana Jina Mistry holds office as an Additional Director upto the date of next General Meeting or for a period of 3 months from the date of appointment whichever is earlier, in accordance with Section 161 of the Act and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Ms. Rukhshana Jina Mistry is qualified to be appointed as a Director and has submitted consent to act as Director and other statutory declarations. The Company has received a declaration from her stating that she meets with the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and SEBI Listing Regulations and that she is not debarred from holding the office of director by virtue of any order from SEBI or any such authority. She has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs

The Board has pursuant to Sections 149 and 152 of the Act appointed Ms. Rukhshana Jina Mistry as a Director not liable to retire by rotation. She has also been appointed by the Board as a Non-Executive Independent Woman Director in terms of section 149(4) read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI Listing Regulations, she is being eligible to be so appointed, for a term of five consecutive years commencing from 26[th] August, 2025 to 25[th] August, 2030 (both days inclusive).

Brief profile of Ms. Rukhshana Jina Mistry, nature of her expertise in functional areas and names of listed companies in which she holds directorship and membership / chairmanship of Board Committees, shareholding and relationship between directors interse as stipulated under applicable provisions of the Listing Regulations, are provided in Annexure II of the Notice.

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After reviewing the profile of Ms. Rukhshana Jina Mistry, the Nomination and Remuneration Committee and the Board was of the view that Ms. Rukhshana Jina Mistry possesses appropriate skills, experience and knowledge as required for the role of an Independent Director. The skills coupled with her rich experience will benefit the Company. Accordingly, the Board has recommended her candidature as an Independent Director of the Company. The Board considers that appointment of Ms. Rukhshana Jina Mistry would be of immense benefit to the Company.

Ms. Rukhshana Jina Mistry will be entitled to receive remuneration by way of sitting fees for attending Board/Committee(s) meetings, and such commission as may be approved by the Board from time to time based on recommendation of the NRC, within the overall limits of remuneration to Non-Executive Directors as per the provisions of the Act and as approved by the Members.

In accordance with the provisions of Section 149 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Ms. Rukhshana Jina Mistry as an Independent Director requires approval of Members of the Company. Further, in terms of Regulation 25(2A) of SEBI Listing Regulations, appointment of Ms. Rukhshana Jina Mistry as an Independent Director requires approval of Members of the Company by passing a special resolution. Accordingly, the approval of Members is also sought for appointment of Ms. Rukhshana Jina Mistry (DIN: 08398795) as an Independent Director by passing a special resolution.

Except Ms. Rukhshana Jina Mistry, none of the other Directors or Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

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

By Order of the Board of Directors, For The Bombay Dyeing and Manufacturing Company Limited

Sanjive Arora Company Secretary FCS No. 3814

Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai – 400001

Date: 25[th] August, 2025 Place: Mumbai

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ANNEXURE II TO THE NOTICE

DETAILS OF DIRECTOR SEEKING APPOINTMENT

Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by Institute of Company Secretaries of India on General Meetings]

Sr.	Nature of
No.	Information	Item No. 1 of the Notice
1.	Name of the Director	Ms. Rukhshana Jina Mistry (DIN: 08398795)
2.	Brief Profile, Qualifications & Expertise	Ms. Rukhshana Jina Mistry is a Chartered Accountant with over 32 years of experience in accounting, auditing, taxation, and company law. She holds a B.Com degree from the University of Mumbai and is a Fellow Member of the Institute of Chartered Accountants of India (FCA), having completed her articleship at M/s Kalyaniwalla & Mistry.
3.	Age	68 years
4.	Date of First Appointment on the Board	26thAugust, 2025
5.	In case of Independent Director, Skills and capabilities required for the role and the manner in which the Director meet the requirements	Refer explanatory statement and point no. 2 as mentioned above.
6.	Terms and conditions of appointment	As mentioned in explanatory statement.
7.	Directorship of other Boards	Listed Companies: •Afcons Infrastructure Limited – Independent Director •Allied Blenders and Distillers Limited – Independent Director •Sterling and Wilson Renewable Energy Limited - Independent Director •The Bombay Burmah Trading Corporation Limited – Independent Director Foreign Companies: •Sterling and Wilson International Solar FZCO – Director •Sterling Solar Solutions Inc. – Director •Sterling and Wilson Renewable Energy Nigeria Limited – Director

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8.	Chairmanship/ Membership of Board Committees of the other companies		Afcons Infrastructure Limited • Audit Committee – Chairperson • Nomination & Remuneration Committee – Chairperson • Risk Management Committee – Member Sterling and Wilson Renewable Energy Limited • Audit Committee – Chairperson • Nomination & Remuneration Committee – Chairperson • Stakeholders Relationship Committee - Member • Risk Management Committee – Member Allied Blenders & Distillers Limited • Audit Committee – Member • Nomination & Remuneration Committee - Member
9.	Listed entities from which the Director has resigned from Directorship in last 3 (three) years		Nil
10.	Number of meetings of the Board attended during the year (FY 2025-26)		Nil
11.	Details of remuneration last drawn		Not Applicable
12.	Details of remuneration sought to be paid		She will be paid Sitting fees for attending the Board / Committee(s) meetings, and commission as may be determined by the Board from time to time, if any.
13.	Shareholding in the Company including as a beneficial owner.		Nil
14.	Relationship with other Directors and Key Managerial Personnel of the Company		The proposed appointee is not related to any other Directors/ Key Managerial Personnel of the Company.

By Order of the Board of Directors, For The Bombay Dyeing and Manufacturing Company Limited Sanjive Arora Company Secretary FCS No. 3814

Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai – 400001 Date: 25[th] August, 2025 Place: Mumbai

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