DAMODAR I N DUSTRI ES LI M ITED

Date: December 23ra, 2025

To, To, The Manager-CRD National Stock Exchange of India Limited BSE Limited The Corporate Relation Department, Phiroze ]eej eebhoy Towers, Exchange Plaza, Plot no.9I, G Block Dalal Street, Fort Bandra - Kurla Complex Mumbai-40(D01 Bandra (E) Mumbai - 400 051 Ref.: Script Code 52122O Script Symbol : DAMODARJND
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Subject Intimation of Notice of Postal Ballot of Damodar Industries Limited pursuant to Regulation ³⁰ of the Securities Exchange Board of India (Listing Obligation Requirement) Regulations,20L5.

Dear Sir/Ma'am,

We are enclosing herewith a copy of the Notice of Postal Ballot dated November 28, ZOZS,along with an explanatory statement pursuant to Section 102 of the Companies Act,2013 ('Notice') of Damodar Industries Limited ('the Company') seeking approval of the Members on the following resolutions, through postal ballot-

Item	Description of Resolution	Types of Resolution
No		Ordinary/Special
1	To Revision of remuneration of Mr. Aman Arun Biyani (DIN{r13143r, Managing Director of the Company.	Special Resolution
2.	To Revision of remuneration of Mr. Aditya A Biyani (oIN-roooaoor;1 oirector of the Company.	SpecialResolution r
3.	To Re-appoint Mr. Arunkumar Biyani (DIN: 00016519rE the chairman and wlroletime Director of the Company who attained the age of 70 years and also fii his Remuneration for a further term of 3 (three) years.	Special Resolution
4.	To Considered Re-Appointnent of Mrs. Mamta Birni (Dtr\r- 01s50136, as a Non-Executive Independent Director of the Company	Special Resolution

In compliance with General Circular Nos: 14/2020 dated April 8, 2020, 17 /zA2-0, dated April 13, 2020, 22/2020 datedJune 15,2020,33/2020 datedSeptember28,2020,39/z}z}dated Decembe r3'!.,2020,10/ZOn dated June ?3, 202'1, Circular no. 11 / 2022 dated Septemb er 28, 2022and. General Circular no. 11, / 2022 dated December 29,2}z2(collectively the'MCA Circular'), this Notice is being sent only through eleckonic mod.e of those members whose e-mail address are registered with Company/Depositories anJ whose narnes iue recorded in Registered of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, December 19,2025 (Cut-off date'). Accordingly, physical copy of the Noticl along with Postal Ballot From and pre-paid business reply envelop 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 throrrgh the remote e-voting system.

In complialtce with Regulation M of the SEBI Listing Regulations, SEBI circular no. SEBI/HO/CFD/CIR/2023/4 dated January 5, 2023 and pursuant to the provisions of Section 108 and

SPINNING O FANCY ROVING INJECTED O WEAVING

Regd. Office :.L9122 & 27/30, Madhu Corporate Park, A wing, Ground Floor, Pandurang Budhkar Marg, Worli, Mumbai - 400 013. Tel:+91-22-4976378014973203 Email:[email protected] lGSTNo.:27AMCD3850G12 lCtN:117110MH1987p1C045575 Factory : T-25, MIDC Amravati, Addl. lndl. Area, MIDC, Textile Park, Nandgaon Peth, Maharashtra - 444 901.

DAMODAR IN USTRIES LIMITED s D

Section L10 of the Act read with rules, the MCA Cfucutar and S\$2, the Company is providing remote evoting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The instructions for the remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.damodargroup.com.

The Company is providing e-voting facility of its Register and Share Transfer Agent - MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), to enable them member who wish to cate their vote electronically. The e-voting cornmence on Wednesday, 24m December 2025 at 9.00 a.m (IST) and ends on Thursday, January 22d, 2026 at 5.00 p.m (IST). Once the vote on the resolutions is cast by the Members, the Members shall not to be allowed to change it subsequently.

This disclosure is being given pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclose Requirements) Regulations, 2015, as amended.

We would request you to please take the aforesaid information and documents on record.

Yours truly For Damodar Industries Limited

INDRAJIT VILAS KANASE Digitally signed by INDRAJIT VILAS KANASE Date: 2025.12.23 18:06:04 +05'30'

Indrajit Kanase Company Secretary

Enct is above

SPTNNING O FANCY ROVING INJECTED O WEAVING

Regd. Office :19122 & 27/30, Madhu Corporate Park, A wing, Ground Floor; Pandurang Budhkar Marg, Worli, Mumbai - 400 013. Tel I +91-22-49763t801 4973203 Email : cs@damodargroup,com I GST No. :27AMCD3850G1Z I CtN : 117110MH1987p1C045575 Factory : T-25, MIDC Amravati, Addl. lndl. Area, MIDC, Textile Park, Nandgaon Peth, Maharashtra - 444 901.

DAMODAR INDUSTRIES LIMITED

Regd. Office: 19/22 & 27/30, Madhu Estate, Pandurang Budhkar Marg, Worli, Mumbai – 400 013 CIN: L17110MH1987PLC045575 Tel. No. – 022-49763203 E-Mail – [email protected] website: www.damodargroup.com

Notice of Postal Ballot ("Notice" or "Postal Ballot Notice")

[Pursuant to Section 110 of the Companies Act, 2013, read with Section 108 and the Companies (Management and Administration) Rules, 2014; Circulars issued by the Ministry of Corporate Affairs, Government of India and Circulars issued by the Securities and Exchange Board of India ('SEBI')]

The Shareholders, Damodar Industries Limited

Notice is hereby given that pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as "the Rules") and other applicable provisions of the Act, the Rules, Circulars and Notifications issued thereunder, as amended from time to time (including any statutory modifications or re-enactment thereof, for the time being in force), General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 02/2021 dated January 13, 2021; No. 10/2021 dated June 23, 2021; No.20/2021 dated December 8, 2021; No. 3/2022 dated May 5, 2022 and No.11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (hereinafter referred to as "MCA Circulars"), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "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 or re-enactment thereof for the time being in force and as amended from time to time); the resolutions set out below are proposed to be considered and passed by the Members of Damodar Industries Limited (hereinafter referred to as " the Company") by Postal Ballot through remote e-voting process.

In accordance with the MCA Circulars and in compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and as per the guidelines issued by the MCA vide MCA Circulars, the Notice is being sent in electronic mode only to all those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, December 19, 2025 ("cut-off date") received from the Depositories and whose e-mail addresses are registered with the Company or Depository Participant / Depository / MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), the Company's Registrar & Transfer Agent (hereinafter referred to as "RTA").

The Company has engaged Services of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) to provide remote evoting facility to all its members to cast their votes electronically, pursuant to Section 108 of the Act read with Rule 20 of the Rules, as amended, and Regulation 44 of the Listing Regulations and aforementioned MCA Circulars. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. The e-voting period will commence on Wednesday, December 24, 2025 at 09.00 A.M. (IST) and will end on Thursday, January 22, 2026 at 05.00 P.M. (IST). Members are requested to read the instructions in the Notes to Postal Ballot Notice so as to cast their vote electronically not later than 5:00 PM IST on Thursday, January 22, 2026 at 05.00 (the last day to cast vote electronically).

The physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the members for this Postal Ballot, in accordance with the exemptions granted by the MCA Circulars. Members are required to communicate their assent or dissent through the remote e-voting system only.

The Explanatory Statement under Section 102(1) of the Act, forming part of the Notice, pertaining to the proposed resolutions setting out the material facts and the reasons thereof is annexed hereto along with the Postal Ballot Notice, for your consideration. Members may note that the Postal Ballot Notice is also available on the Company's website: www.damdoargroup.com. The Postal Ballot Notice will also be available on website of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (https://instavote.linkintime.co.in) and on the website of Stock Exchanges, i.e., www.bseindia.com and www.nseindia.com

The Board of Directors has appointed Mr. Vishal N. Manseta, Practicing Company Secretary ( ACS : 25183, CP No. 8981), Mumbai, as the Scrutinizer for conducting the Postal Ballot through the remote e-voting process in a fair and transparent manner. He has communicated his willingness to be appointed and will be available for the said purpose.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-voting process shall be announced on or before Saturday January 24, 2026 and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution. The Scrutinizer's decision on the validity of e-voting shall be final. The voting results along with Scrutinizer's report would be published on the website of the Company i.e., www.damodargroup.com and will be communicated to the Stock Exchanges where the Company's shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer's report will also be posted on the Website of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)i.e., https://instavote.linkintime.co.in.

SEPCIAL BUSINESS:

1.To Revision of remuneration of Mr. Aman Arun Biyani (DIN-09131437), Managing Director of the Company.

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

"RESOLVED THAT pursuant to Sections 197, 198, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and such other provisions to the extent applicable, and as recommended and approved by the Nomination and Remuneration Committee of the of the Company and the Board of Directors of the Company at their respective meetings held on November 28, 2025, be and is hereby decided to revision of remuneration of Mr. Aman Arun Biyani (DIN-09131437), Managing Director of the Company with effect from November 28, 2025 on the same terms and conditions which are as follows:

1) Base salary: A salary of Rs. 7,50,000/- (Rupees Seven Lacs Fifty thousand Only) per Month with an Increment of Rs. 25,000/- per month will be effective from 1st April each year and will be decided by the Board on the recommendation of the Nomination and Remuneration committee each year including the incentives and perquisites as mentioned below.

2) Incentives: Annual incentive – Performance based pay-out with maximum eligibility up to 50% of the base salary.

3) Perquisites.

a) Medical benefits for self and family: All medical expenses incurred by the Managing Director and his family shall be reimbursed in accordance with the Mediclaim Policy.

b) Personal Accident Insurance: Group Personal Accident Insurance Policy as applicable, as per the rules of the company.

c) Reimbursement of expenses: The Company shall reimburse to the Managing Director, all the actual expenses incurred wholly, necessarily and exclusively for and on behalf of the Company and / or incurred in performance of the duties of the Company.

d) Retirement Benefits:

Provident Fund: The Company's contribution to Provident Fund not exceeding 12% of the basic salary, as per the rules of the Company.

Gratuity: Gratuity at the rate of half-month's basic salary for each completed year of service. Superannuation Fund: Company may contribute or allow transfer to Superannuation Fund, as per the rules of the Company. Leave: Directors shall be entitled for leave with full pay or encashment thereof, as per the rules of the Company.

Explanation: "family" shall mean the spouse, the dependent children and the dependent parents of the Managing Director.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee and Board of Directors of the Company be and is hereby authorised to vary the remuneration of Mr. Aman Arun Biyani (DIN-09131437), Managing Director, from time to time within the limits prescribed and permitted under the Companies Act, 2013, as amended, during his term of office without being required to seek any fresh approval of the shareholders of the Company and the decision of the Nomination and Remuneration Committee shall be final and conclusive in that regard.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors of the Company be and is hereby authorised to finalise other terms of appointment and scope of work as may be in the overall interest of the Company.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and sign agreements, forms, declarations, returns, letters and papers as may be necessary, desirable and expedient to give effect to this resolution.

2.To Revision of remuneration of Mr. Aditya A Biyani (DIN-10304061), Director of the Company.

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

RESOLVED THAT pursuant to Sections 197, 198 Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and such other provisions to the extent applicable, and as recommended and approved by the Nomination and Remuneration Committee of the of the Company and the Board of Directors of the Company at their respective meetings held on November 28, 2025, be and is hereby decided to revision of remuneration of Mr. Aditya A Biyani (DIN-10304061), Director of the Company with effect from November 28, 2025 on the same terms and conditions which are as follows:

1) Base salary: A salary of Rs. 7,00,000/- (Rupees Seven Lacs Only) per Month with an Increment of Rs. 25,000/- per month will be effective from 1st April each year and will be decided by the Board on the recommendation of the Nomination and Remuneration committee each year including the incentives and perquisites as mentioned below.

2) Incentives: Annual incentive – Performance based pay-out with maximum eligibility up to 50% of the base salary.

3) Perquisites.

a) Medical benefits for self and family: All medical expenses incurred by the Director and his family shall be reimbursed in accordance with the Mediclaim Policy.

b) Personal Accident Insurance: Group Personal Accident Insurance Policy as applicable, as per the rules of the company.

c) Reimbursement of expenses: The Company shall reimburse to the Director, all the actual expenses incurred wholly, necessarily and exclusively for and on behalf of the Company and / or incurred in performance of the duties of the Company.

d) Retirement Benefits:

Provident Fund: The Company's contribution to Provident Fund not exceeding 12% of the basic salary, as per the rules of the Company.

Leave: Directors shall be entitled for leave with full pay or encashment thereof, as per the rules of the Company.

Explanation: "family" shall mean the spouse, the dependent children and the dependent parents of the Director.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee and Board of Directors of the Company be and is hereby authorised to vary the remuneration of Mr. Aditya A Biyani (DIN-10304061), Director, from time to time within the limits prescribed and permitted under the Companies Act, 2013, as amended, during his term of office without being required to seek any fresh approval of the shareholders of the Company and the decision of the Nomination and Remuneration Committee shall be final and conclusive in that regard.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors of the Company be and is hereby authorised to

do all such acts, deeds, matters and things and sign agreements, forms, declarations, returns, letters and papers as may be necessary, desirable and expedient to give effect to this resolution."

3.To Re-appoint Mr. Arunkumar Biyani (DIN: 00016519) as the Chairman and Wholetime Director of the Company who attained the age of 70 years and also fix his Remuneration for a further term of 3 (three) years.

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

"RESOLVED THAT pursuant to Sections 196, 197, 198, 203 Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and such other provisions to the extent applicable, and as recommended and approved by the Nomination and Remuneration Committee of the of the Company and the Board of Directors of the Company at their respective meetings held on November 28, 2025, Mr. Arunkumar Biyani be and is hereby reappointed as the Chairman & Wholetime Director of the Company with effect from April 1,2026 for a further period of 3 (three) years, i.e. up to March 31, 2029 on the same terms and conditions which are as follows:

1) Base salary: A salary of Rs. 8,00,000/- (Rupees Eight Lacs Only) per Month with an Increment of Rs. 25,000/- per month will be effective from 1st April each year and will be decided by the Board on the recommendation of the Nomination and Remuneration committee each year including the incentives and perquisites as mentioned below.

2) Incentives: Annual incentive – Performance based pay-out with maximum eligibility up to 50% of the base salary.

3) Perquisites.

a) Medical benefits for self and family: All medical expenses incurred by the Chairman & Wholetime Director and his family shall be reimbursed in accordance with the Mediclaim Policy.

b) Personal Accident Insurance: Group Personal Accident Insurance Policy as applicable, as per the rules of the company.

c) Reimbursement of expenses: The Company shall reimburse to the Chairman & Wholetime Director, all the actual expenses incurred wholly, necessarily and exclusively for and on behalf of the Company and / or incurred in performance of the duties of the Company.

d) Retirement Benefits:

Provident Fund: The Company's contribution to Provident Fund not exceeding 12% of the basic salary, as per the rules of the Company.

Leave: Directors shall be entitled for leave with full pay or encashment thereof, as per the rules of the Company.

Explanation: "family" shall mean the spouse, the dependent children and the dependent parents of the Chairman & Wholetime Director.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee and Board of Directors of the Company be and is hereby authorised to vary the remuneration of Mr. Arunkumar Biyani, Chairman & Wholetime Director, from time to time within the limits prescribed and permitted under the Companies Act, 2013, as amended, during his term of office without being required to seek any fresh approval of the shareholders of the Company and the decision of the Nomination and Remuneration Committee shall be final and conclusive in that regard.

"RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 and other applicable provisions if any, consent of members of the Company be and is hereby accorded to the continuation of Mr. Arunkumar Biyani (DIN: 00016519) as the Chairman and Whole-time Director of the Company, who shall attain the age of 70 Years till expiry of his current term."

4. To Considered Re-Appointment of Mrs. Mamta Biyani (DIN- 01850136), as a Non-Executive Independent Director of the Company

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

"RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder (including any amendments thereto or re-enactment thereof, for the time being in force) (hereinafter collectively referred to as the "Applicable Laws") approval of the shareholders of the Company be and is hereby accorded for continuation of directorship of Mrs. Mamta Biyani (DIN- 01850136), as a Non-Executive Independent Director of the Company for the term of 5 year w.e.f 08th February 2026 to 07th February 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company be and are hereby severally and/or jointly authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Pandurang Budhkar Marg, Worli, Mumbai – 400 013 Sd/-

Place : Mumbai Company Secretary Date : November 28, 2025 M. No. A51146

Registered Office: By Order of the Board of Directors of 19/22 & 27/30, Madhu Estate, Damodar Industries Limited

Indrajit Kanase

NOTES:

Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.
In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on Friday, December 19, 2025 (the "Cut-off date") and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) ("RTA"). Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.damodargroup.com. The Notice can also be accessed from the 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. The Postal Ballot Notice is also disseminated on the website of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (agency for providing the Remote evoting facility) i.e., https://instavote.linkintime.co.in.
Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.damodargroup.com. The Notice can also be accessed from the 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. The Postal Ballot Notice is also disseminated on the website of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (agency for providing the Remote evoting facility) i.e., https://instavote.linkintime.co.in.
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with SEBI circular on e-voting, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), the agency to provide e-voting facility. Members are requested to carefully read the instructions for e-voting that are provided as part of this Postal Ballot Notice before casting their vote.
The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e., Friday, December 19, 2025. Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting. A person who is not a Member as on the Cut-off date should treat this notice for information purpose only.
The e-voting period commences on Wednesday, December 24, 2025 at 09.00 A.M. (IST) and will end on Thursday, January 22, 2026, at 05.00 P.M (IST). During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e Friday, December 19, 2025 may cast their vote electronically. The e-voting module shall be disabled by MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) for voting after Thursday, January 22, 2026 (5:00 PM IST). Once the vote on a resolution is cast by a Member, he or she will not be allowed to change it subsequently.
In case of any query/grievance in connection with the Postal Ballot through remote e-voting process, Members may contact by e-mail at [email protected], Tel: 022–4918 6000 or the Company at [email protected], Tel: 022 - 49763203.
The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Thursday, January 22, 2026, (5:00 PM IST).
The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-voting process shall be announced on or before Saturday January 22, 2026 and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution.
The voting results along with Scrutinizer's report would be published on the website of the Company i.e., www.damodargroup.com and will be communicated to the Stock Exchanges where the Company's shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer's report will also be posted on the Website of MUFG INTIME, https://instavote.linkintime.co.in
In accordance with the MCA Circulars, Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants and Members who hold shares in physical form are requested to provide their email addresses to MUFG Intime by sending an e-mail at [email protected] or to the Company at [email protected].

Procedure for Remote e-voting In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014; as amended from time to time, Regulation 44 of the Listing Regulations and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility to be provided by listed entities, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by LINK INTIME, on the resolutions set forth in this Notice. The instructions for e-voting are given herein below. The remote e-voting facility is available at the following link: https://instavote.linkintime.co.in. The e-voting event number (EVEN) and period of remote e-voting are set out below:

EVENT NO	Commencement of e-voting	End of remote e-voting
250903	Wednesday, December 24, 2025	Thursday, January 22, 2026

E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) upon the expiry of the aforesaid period.

The individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on "Beneficial Owner" icon under "IDeAS Login Section".
b) Click on "Beneficial Owner" icon under "IDeAS Login Section".
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on "Access to e-Voting" under e-Voting services.
d) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select "Register Online for IDeAS Portal" or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on "Submit".
c) Enter the last 4 digits of your bank account / generate 'OTP'
d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

METHOD 2 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the "Login" tab available under 'Shareholder/Member' section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 character DP ID, 8 digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
b) Enter existing username, Password & click on "Login".
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

METHOD 2 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com.
b) Go to e-voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on "Submit".
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through "e-voting" option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab.
b) Enter details as under:
1. User ID: Enter User ID
1. Password: Enter existing Password
1. Enter Image Verification (CAPTCHA) Code
1. Click "Submit". (Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions")

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:
1. User ID: Enter User ID
1. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company in DD/MM/YYYY format)
1. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
o Shareholders holding shares in NSDL form, shall provide 'point 4' above
o Shareholders holding shares in physical form but have not recorded 'point 3' and 'point 4', shall provide their Folio number in 'point 4' above
1. Set the password of your choice. (The password should contain minimum 8 characters, at least one special Character (!#\$&*), at least one numeral, at least one alphabet and at least one capital letter).
1. Enter Image Verification (CAPTCHA) Code.
1. Click "Submit" (You have now registered on InstaVote). Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for evoting".
B. Select 'View' icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
D. After selecting the desired option i.e. Favour / Against, click on 'Submit'.
E. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders ("Custodian / Corporate Body/ Mutual Fund")

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

A. Visit URL: https://instavote.linkintime.co.in
B. Click on "Sign Up" under "Custodian / Corporate Body/ Mutual Fund"
C. Fill up your entity details and submit the form.
D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person's email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on "Investor Mapping" tab under the Menu Section
C. Map the Investor with the following details:
1) 'Investor ID' Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) 'Investor's Name Enter Investor's Name as updated with DP.
3) 'Investor PAN' Enter your 10-digit PAN.
4) 'Power of Attorney' Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report Section".

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on "Votes Entry" tab under the Menu section.
c) Enter the "Event No." for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under "On-going Events".
d) Enter "16-digit Demat Account No.".
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link). After selecting the desired option i.e. Favour / Against, click on 'Submit'.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see "Notification for e-voting".
c) Select "View" icon for "Company's Name / Event number".
d) E-voting page will appear.
e) Download sample vote file from "Download Sample Vote File" tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under "Upload Vote File" option.
g) Click on 'Submit'. 'Data uploaded successfully' message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by sending request at
securities in demat mode with NSDL	[email protected] or call at: 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending request at
securities in demat mode with CDSL	[email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in

Click on "Login" under 'SHARE HOLDER' tab.
Click "forgot password?"
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on "SUBMIT".

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in

Click on 'Login' under "Custodian / Corporate Body/ Mutual Fund" tab
Click "forgot password?"
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on "SUBMIT".

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

Team InstaVote MUFG Intime India Private Limited Formerly Link Intime India Private Limited

EXPLANATORY STATEMENT

(Pursuant To Section 102 (1) of the Companies Act, 2013)

Item No. 1 – To Revision of remuneration of Mr. Aman Arun Biyani (DIN-09131437), Managing Director of the Company.

Mr. AMAN BIYANI (DIN NO – 09131437) was appointed as Managing Director of the Company

The present proposal is to seek the members approval for the Revision of remuneration of Mr. AMAN BIYANI as the Managing Director in terms of the applicable provisions of the Companies Act, 2013. On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (the 'Board'), at its meeting held on Friday November 28th, 2025 has, subject to the approval of the Shareholders, subject to provisions of the relevant and applicable provisions of the Act, the remuneration will comprise of salary, perquisites, other benefits & allowances as mentioned below.

a) Salary: Upto Rs. 7,50,000/- per month

b) Perquisites: Rs. 2,00,000/- per annum, perquisites will be allowed in addition to salary and shall restrict to an amount equal to the annual salary. The perquisites are classified into three categories A, B and C.:

Category – A

1)Housing

1.1. The expenditure by the Company on hiring furnished accommodation for the Director will be subject to a ceiling of Sixty percent

1.2. The expenditure by the Company on hiring furnished accommodation for the Director will be subject to a ceiling of

Sixty Percent of the salary, over and above ten percent payable by the Director.

1.3. In case the Company provides no accommodation, the Director shall be entitled to House Rent allowance of Rs.5000/- per month

2)OTHER PERQUISITES

1.1. The expenditure by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax rules, 1962.

1.2. Medical Reimbursement: Expenses incurred for self and family subject to a ceiling of one month's salary in a year or

three month's salary over a period of three years.

1.3. Leave travel concession: For self and family once in a year incurred in accordance with the rules specified by the Company.

1.4. Personal Accident Insurance: Of an amount, the annual premium which shall not exceed Rs. 15,000/- for the purpose of this category, family means spouse, the dependent children and dependent parents of the Director.

Category – B

1) Provident Fund: Company's contribution to provident fund shall as per the scheme of the Company.

2) Superannuation/ Annuity Fund: Company's contribution to superannuation / annuity fund shall be in accordance with the scheme of the Company. Contribution to Provident fund, superannuation fund or annuity fund will not be included in the Computation of the ceiling on perquisites to the extent such contribution either singly or put together are not taxable under the Income Tax Act.

3) Gratuity: As per the rules of the Company, payable in accordance with the approved gratuity fund and which shall not exceed half a month's salary for each completed year of service.

Category - C

1) Car: Provision of car use on Company's business (not to be considered as perquisites).

2) Telephone: Telephone at the residence of Director (not to be considered as perquisites).

3) The Director shall be entitled to Annual privilege leave on full salary for a period of 30 days and shall be entitled to accumulate such leave. Encashment of leave at the end of the tenure will not be included in the computation of the ceiling on

perquisites.

4) The Director shall observe secrecy in respect of the business affairs of the Company.

III. The information below is in relation to the proposal contained in item No.1. of the Notice relating to appointment of Mr. Aman Biyani as Managing Director of the Company.

I. General Information

(1) Nature of Industry:

The Company is in the business of Textile.

(2) Date or expected date of commencement of commercial production: The Company has been in business for more than 35 years.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not applicable, as the Company is an existing Company.

(4) Foreign investments or collaborators, if any: N. A.

II. Information about the appointee:

(i)Background details: Mr. Aman Biyani is a Bachelor of Commerce having more than 18 years of experience in textile industry.

(ii) Recognition or awards/Job profile and his suitability:

Mr. Aman Biyani has managed the Company ably since over a period of more than 18 years. In the opinion of the Board, he is eminently suited for the position he holds.

(iv) Remuneration proposed:

The remuneration of Mr. Aman Biyani is set out in point no.1.

(v) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person.:

The remuneration of Mr. Aman Biyani is in tune with the remuneration in similar sized companies in similar segment of business.

(vi) Pecuniary relationship directly or indirectly with the Company, or relationship with managerial personnel, if any.:

Mr. Aman Biyani is the promoter of the Company. He has equity holdings in the Company. He has no other pecuniary relationship directly or indirectly with the Company or any of its directors.

(III) Other Information

Reasons of inadequate profits: On account of current economic condition and intense competition in the Textile Industry there is a continued pressure on margins & profitability.

Steps taken or proposed to be taken for improvements:

The Company has undertaken several initiatives to identify new growth areas and simultaneously restructure existing growth engines. The Company has taken various steps to improve efficiency and reduce costs including right sizing of manpower.

V. Minimum remuneration:

In the absence of inadequacy of profits in any financial year, (a) subject to the approval of the necessary authorities, the remuneration payable to Mr. Aaman Biyani by way of salary and perquisites shall be the maximum amount permitted as per Schedule V, as amended from time to time or as approved by the shareholders in the General

VI. The Managing Director shall not become interested or otherwise concerned directly or through his wife or minor children in any selling agency of the Company as per the provisions of the Law in force as applicable to the Company.

The terms and conditions of the said appointment and/or may be altered and varied from time to time by the board as it may, in its discretion, deem fit so as not to exceed the limits specified in the Act, or any amendment hereafter in that regard.

VII. The Managing Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or committee thereof from the date of his appointment however he shall be entitled to reimbursement of expenses in connection with the business of the company.

VIII. The Managing Director shall not during the continuance of his employment or at any time thereafter divulge or disclose to any person whosoever or make any use whatever for his own or for whatever purpose, of any confidential information or knowledge obtained by him during his employment as to the business or affairs of the company and the Managing Director shall during the continuance of his employment hereunder also use his best endeavors to prevent any other person from doing so.

IX. The agreement also sets out the duties and various obligations of Mr. Aman Biyani. The appointment of Mr. Aman Biyani by way of a special resolution, as a Managing Director and minimum remuneration payable to him are required to be approved by the Members.

Mr. Aman Biyani and his relative is interested in the resolution set out at item No. 1 of the Notice as it pertains to his appointment as Managing Director of the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the aforementioned resolution.

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for approval by the members.

ITEM NO-2 - TO APPOINTMENT OF MR. ADITYA BIYANI (DIN NO - 10304061) AS EXECUTIVE DIRECTOR OF THE COMPANY.

The present proposal is to seek the members approval for the Revision of remuneration of Mr. ADITYA BIYANI as the Director in terms of the applicable provisions of the Companies Act, 2013. On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (the 'Board'), at its meeting held on Friday November 28th, 2025 has, subject to the approval of the Shareholders, subject to provisions of the relevant and applicable provisions of the Act, the remuneration will comprise of salary, perquisites, other benefits & allowances as mentioned below.

a) Salary: Upto Rs. 7,00,000/- per month

Category – A

1) Housing

1.1. The expenditure by the Company on hiring furnished accommodation for the Director will be subject to a ceiling of Sixty percent

1.2. The expenditure by the Company on hiring furnished accommodation for the Director will be subject to a ceiling of Sixty Percent of the salary, over and above ten percent payable by the Director.

1.3. In case the Company provides no accommodation, the Director shall be entitled to House Rent allowance of Rs.5000/ per month

2) OTHER PERQUISITES

1.1. The expenditure by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax rules, 1962.

1.2. Medical Reimbursement: Expenses incurred for self and family subject to a ceiling of one month's salary in a year or three month's salary over a period of three years.

1.3. Leave travel concession: For self and family once in a year incurred in accordance with the rules specified by the Company.

Category – B

1) Provident Fund: Company's contribution to provident fund shall as per the scheme of the Company.

3) Gratuity: As per the rules of the Company, payable in accordance with the approved gratuity fund and which shall not exceed half a month's salary for each completed year of service.

Category – C

1) Car: Provision of car use on Company's business (not to be considered as perquisites).

2) Telephone: Telephone at the residence of Director (not to be considered as perquisites).

4) The Director shall observe secrecy in respect of the business affairs of the Company.

III. The information below is in relation to the proposal contained in item No.2. of the Notice relating to appointment of Mr. Aditya Biyani as Director of the Company.

I. General Information (1) Nature of Industry: The Company is in the business of Textile.

(2) Date or expected date of commencement of commercial production: The Company has been in business for more than 35 years.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not applicable, as the Company is an existing Company.

(4) Foreign investments or collaborators, if any: N. A.

II. Information about the appointee:

(i)Background details: Mr. Aditya Biyani is a Bachelor of Commerce having more than 15 years of experience in textile industry.

(ii) Recognition or awards/Job profile and his suitability:

Mr. Aditya Biyani has managed the Company ably since over a period of more than 15 years. In the opinion of the Board, he is eminently suited for the position he holds.

(iv) Remuneration proposed:

The remuneration of Mr. Aditya Biyani is set out in point no.1.

(v) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person.:

The remuneration of Mr. Aditya Biyani is in tune with the remuneration in similar sized companies in similar segment of business.

(vi) Pecuniary relationship directly or indirectly with the Company, or relationship with managerial personnel, if any.:

Mr. Aditya Biyani is the promoter of the Company. He has equity holdings in the Company. He has no other pecuniary relationship directly or indirectly with the Company or any of its directors.

(III) Other Information

Reasons of inadequate profits: On account of current economic condition and intense competition in the Textile Industry there is a continued pressure on margins & profitability.

Steps taken or proposed to be taken for improvements:

V. Minimum remuneration:

In the absence of inadequacy of profits in any financial year, (a) subject to the approval of the necessary authorities, the remuneration payable to Mr. Aditya Biyani by way of salary and perquisites shall be the maximum amount permitted as per Schedule V, as amended from time to time or as approved by the shareholders in the General

VI. The Director shall not become interested or otherwise concerned directly or through his wife or minor children in any selling agency of the Company as per the provisions of the Law in force as applicable to the Company.

VII. The Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or committee thereof from the date of his appointment however he shall be entitled to reimbursement of expenses in connection with the business of the company.

VIII. The Director shall not during the continuance of his employment or at any time thereafter divulge or disclose to any person whosoever or make any use whatever for his own or for whatever purpose, of any confidential information or knowledge obtained by him during his employment as to the business or affairs of the company and the Managing Director shall during the continuance of his employment hereunder also use his best endeavors to prevent any other person from doing so.

IX. The agreement also sets out the duties and various obligations of Mr. Aditya Biyani. The appointment of Mr. Aditya Biyani by way of a special resolution, as a Director and minimum remuneration payable to him are required to be approved by the Members

Mr. Aditya Biyani and his relative is interested in the resolution set out at item No. 2 of the Notice as it pertains to his appointment

as Director of the Company.

The Board recommends the Special Resolution set out at Item No. 2 of the Notice for approval by the members.

Item No. 3: To Re-appoint Mr. Arunkumar Biyani (DIN: 00016519) as the Chairman and Wholetime Director of the Company beyond the age of 70 years and also fix his Remuneration for a further term of 3 (three) years and he attained the age of 70 years during his term so required shareholder approval.

The present proposal is to seek the members approval for the Revision of remuneration of Mr. Arunkumar Biyani as the Director in terms of the applicable provisions of the Companies Act, 2013. On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (the 'Board'), at its meeting held on Friday November 28th, 2025 has, subject to the approval of the Shareholders, subject to provisions of the relevant and applicable provisions of the Act, the remuneration will comprise of salary, perquisites, other benefits & allowances as mentioned below.

a) Salary: Upto Rs. 8,00,000/- per month

Category – A

1) Housing

1.1. The expenditure by the Company on hiring furnished accommodation for the Director will be subject to a ceiling of Sixty percent

1.2. The expenditure by the Company on hiring furnished accommodation for the Director will be subject to a ceiling of Sixty Percent of the salary, over and above ten percent payable by the Director.

1.3. In case the Company provides no accommodation, the Director shall be entitled to House Rent allowance of Rs.5000/ per month

2) OTHER PERQUISITES

1.1. The expenditure by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax rules, 1962.

1.2. Medical Reimbursement: Expenses incurred for self and family subject to a ceiling of one month's salary in a year or three month's salary over a period of three years.

1.3. Leave travel concession: For self and family once in a year incurred in accordance with the rules specified by the Company.

Category – B

1) Provident Fund: Company's contribution to provident fund shall as per the scheme of the Company.

2) Superannuation/ Annuity Fund: Company's contribution to superannuation / annuity fund shall be in accordance with the

scheme of the Company. Contribution to Provident fund, superannuation fund or annuity fund will not be included in the Computation of the ceiling on perquisites to the extent such contribution either singly or put together are not taxable under the Income Tax Act.

3) Gratuity: As per the rules of the Company, payable in accordance with the approved gratuity fund and which shall not exceed half a month's salary for each completed year of service.

Category – C

1) Car: Provision of car use on Company's business (not to be considered as perquisites).

2) Telephone: Telephone at the residence of Director (not to be considered as perquisites).

4) The Director shall observe secrecy in respect of the business affairs of the Company.

III. The information below is in relation to the proposal contained in item No.2. of the Notice relating to appointment of Mr. Arunkumar Biyani as Director of the Company.

I. General Information

(1) Nature of Industry:

The Company is in the business of Textile.

(2) Date or expected date of commencement of commercial production:

The Company has been in business for more than 35 years.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not applicable, as the Company is an existing Company.

(4) Foreign investments or collaborators, if any: N. A.

II. Information about the appointee:

(i)Background details: Mr. Arunkumar Biyani is a Bachelor of Commerce having more than 35 years of experience in textile industry Arunkumar Biyani designated as Chairman and Executive Director has expertise in Financial Management & Project Advisory & Financing and Working Capital Arrangements of the Company..

(ii) Recognition or awards/Job profile and his suitability:

Mr. Arunkumar Biyani has managed the Company ably since over a period of more than 35 years. In the opinion of the Board, he

is eminently suited for the position he holds.

(iv) Remuneration proposed:

The remuneration of Mr. Arunkumar Biyani is set out in point no.1.

(v) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person.:

The remuneration of Mr. Arunkumar Biyani is in tune with the remuneration in similar sized companies in similar segment of business.

(vi) Pecuniary relationship directly or indirectly with the Company, or relationship with managerial personnel, if any.:

Mr. Arunkumar Biyani is the promoter of the Company. He has equity holdings in the Company. He has no other pecuniary relationship directly or indirectly with the Company or any of its directors.

(III) Other Information

Reasons of inadequate profits: On account of current economic condition and intense competition in the Textile Industry there is a continued pressure on margins & profitability.

Steps taken or proposed to be taken for improvements:

V. Minimum remuneration:

In the absence of inadequacy of profits in any financial year, (a) subject to the approval of the necessary authorities, the remuneration payable to Mr. Arunkumar Biyani by way of salary and perquisites shall be the maximum amount permitted as per Schedule V, as amended from time to time or as approved by the shareholders in the General

IX. The agreement also sets out the duties and various obligations of Mr. Arunkumar Biyani. The appointment of Mr. Arunkumar Biyani by way of a special resolution, as a Director and minimum remuneration payable to him are required to be approved by the Members

pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 and other applicable provisions if any, consent of members of the Company be and is hereby accorded to the continuation of Mr. Arunkumar Biyani (DIN: 00016519) as the Chairman and Whole-time Director of the Company, who shall attain the age of 70 Years till expiry of his current term."

Mr. Arunkumar Biyani and his relative is interested in the resolution set out at item No. 2 of the Notice as it pertains to his appointment as Director of the Company.

The Board recommends the Special Resolution set out at Item No. 3 of the Notice for approval by the members.

Item No. 4: To Considered Re-Appointment of Mrs. Mamta Biyani (DIN- 01850136), as a Non-Executive Independent Director of the Company.

As per Section 149(10) of the act an Independent Director shall hold office for a term upto 5 (Five) consecutive years on the Board of a Company but shall be eligible for a re-appointment on the Board of a Company for another term of upto 5 (Five) years on the Board of the Company.

The Members of the Company had at the Postal held on 24th December 2025 approved the appointment of the following Independent Director for a period of 5 years commencing from 08th February, 2026 to 07th February 2031.

- Mrs. Mamta Biyani

Based on their performance evaluation and recommendation of Nomination and Remuneration Committee and in terms of the provisions of Section 149, 150, 152 read with schedule IV and all other applicable provisions of the Act and the Listing Regulations Mrs. Mamta Biyani is eligible for re-appointment as Independent Director and had offered themselves for re-appointment. The Board of Directors recommends the proposal to re-appoint as Independent Directors for a term as mentioned in the respective special resolutions.

The Company has received notice under Section 160 of the Companies Act 2013, From Mrs. Mamta Biyani, signifying their candidature as an Independent Director of the Company. The Company has also received a declaration of independence from them.

In the opinion of the Board, Independent Directors fulfills the condition specified under the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations for re-appointment as an Independent Director of the Company and are independent of the management. A Copy of the draft Letter of Appointment for Independent Directors is available for inspection at the Registered office of the Company during business hours on any working day. The Board consider that association of the Company considering their expertise and experience and it is desirable to avail services of these Independent Director.

A brief profile of Independent Directors id provided on pages no. 24 of the Notice.

The remuneration to the Independent Directors shall be governed by the Differential Remuneration policy of the Company as specified in the Corporate Governance Report.

None of the Independent Director hold by himself or for any other person on a beneficial basis, any shares in the Company. None of the Directors who are proposed to be reappointed is related to any Director or Key Managerial Personnel of the Company or their relatives. Except for the appointee Director for the purpose of his own resolution, none of the Director or Key Managerial Personnel of the Company or their relatives is concerned or interested financially or otherwise, in the resolutions set out at Item Nos. 4 the Notice.

This Explanatory Statement together with the accompanying Notice of the Postal ballot may also regarded as a disclosure under Regulations and Secretarial Standard on General Meetings (SS-2) of ICSI. For detailed information please refer to the Corporate Governance Report and Profile of Directors forming part of this Report.

The Board recommends the Special Resolution set out at Item nos. 4 for the approval of Members

Pandurang Budhkar Marg, Worli, Mumbai – 400 013

Registered Office: By Order of the Board of Directors of 19/22 & 27/30, Madhu Estate, Damodar Industries Limited

Place : Mumbai Company Secretary Date : November 28, 2025 M. No. A51146

Sd/- Indrajit Kanase

ANNEXURE TO THE NOTICE

Profile of Directors seeking appointment / re-appointment at the Postal Ballot as stipulated under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Secretarial Standard on General Meetings ("SS-2"), in respect of Directors seeking appointment/re-appointment/payment of remuneration at the Annual General Meeting is as under:

Particulars	Mr. Arunkumar Biyani	Mrs. Mamta Biyani
Director Identification Number	00016519	01850136
Date of Birth	20.06.1956	28.03.1967
Date of first Appointment on the Board	09.02.1992	09.02.2021
Qualification	B. Com.	B. A.
Experience	Arunkumar Biyani designated as Chairman Executive Director and is expertise in Financial Management & Project Advisory & Financing and working Capital Arrangements of the Company	Mrs. Mamta Biyani completed her degree in Bachelor of Arts and has 12 years of experience in the field of Marketing. She is an Independent Director in Kopran Limited and Oricon Enterprises Limited.
No. of Shares held	5570000	7750
Terms & Conditions	As per the resolution at Item No.3 of the Notice.	As per the resolution at Item No.4 of the Notice.
Remuneration Last Drawn	84,00,000 P.A.	NIL
Remuneration sought to be paid	96,00,000 P.A.	Sitting fees as approved by the Board of Directors within the limits of the applicable laws and Commission as approved by the Board.
Number of Board Meetings attended during the Financial Year 2025-26	5	5
Relationship with other Directors/ Manager/ Key Managerial Personnel	Arunkumar Biyani is and not related to Independent Directors, he is Son of Mr. Aman Arun Biyani, Managing Director & Mr. Aditya A. Biyani, Executive Director of the Company	Mamta Biyani is and not related to Independent Directors and KMP of the Company
Directorships held in other Companies in India	Damosuam Carriers Pvt. Ltd.	NIL
Committee Membership held in other Companies	NIL	NIL

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Damodar Industries Limited — Proxy Solicitation & Information Statement 2025

61498_rns_2025-12-23_34a950c3-4973-450b-8dd1-1d396d6aa299.pdf

DAMODAR I N DUSTRI ES LI M ITED

SPINNING O FANCY ROVING INJECTED O WEAVING

DAMODAR IN USTRIES LIMITED s D

Yours truly For Damodar Industries Limited

SPTNNING O FANCY ROVING INJECTED O WEAVING

DAMODAR INDUSTRIES LIMITED

Notice of Postal Ballot ("Notice" or "Postal Ballot Notice")

SEPCIAL BUSINESS:

1.To Revision of remuneration of Mr. Aman Arun Biyani (DIN-09131437), Managing Director of the Company.

2.To Revision of remuneration of Mr. Aditya A Biyani (DIN-10304061), Director of the Company.

3.To Re-appoint Mr. Arunkumar Biyani (DIN: 00016519) as the Chairman and Wholetime Director of the Company who attained the age of 70 years and also fix his Remuneration for a further term of 3 (three) years.

4. To Considered Re-Appointment of Mrs. Mamta Biyani (DIN- 01850136), as a Non-Executive Independent Director of the Company

NOTES:

REMOTE EVOTING INSTRUCTIONS:

METHOD 1 - NSDL IDeAS facility

METHOD 2 - NSDL e-voting website

METHOD 3 - NSDL OTP based login

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders not registered for Easi/ Easiest facility:

METHOD 2 - CDSL e-voting page

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders not registered for INSTAVOTE facility:

STEP 2: Steps to cast vote for Resolutions through InstaVote

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

STEP 2 – Investor Mapping

STEP 3 – Steps to cast vote for Resolutions through InstaVote

METHOD 1 - VOTES ENTRY

METHOD 2 - VOTES UPLOAD

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode:

Forgot Password:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

General Instructions - Shareholders

EXPLANATORY STATEMENT

Item No. 1 – To Revision of remuneration of Mr. Aman Arun Biyani (DIN-09131437), Managing Director of the Company.

Category – A

1)Housing

2)OTHER PERQUISITES

Category – B

Category - C

V. Minimum remuneration:

ITEM NO-2 - TO APPOINTMENT OF MR. ADITYA BIYANI (DIN NO - 10304061) AS EXECUTIVE DIRECTOR OF THE COMPANY.

Category – A

2) OTHER PERQUISITES

Category – B

Category – C

(III) Other Information

Steps taken or proposed to be taken for improvements:

Item No. 3: To Re-appoint Mr. Arunkumar Biyani (DIN: 00016519) as the Chairman and Wholetime Director of the Company beyond the age of 70 years and also fix his Remuneration for a further term of 3 (three) years and he attained the age of 70 years during his term so required shareholder approval.

Category – A

1) Housing

2) OTHER PERQUISITES

Category – B

Category – C

(III) Other Information

Item No. 4: To Considered Re-Appointment of Mrs. Mamta Biyani (DIN- 01850136), as a Non-Executive Independent Director of the Company.

- Mrs. Mamta Biyani

ANNEXURE TO THE NOTICE

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