Deepak Spinners Ltd. — AGM Information 2025

Aug 23, 2025

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REF.NO/DSL/PA/2025

Dated 23[rd] August 2025

To, BSE Limited, P. J. Towers, 25[th] Floor, Dalal Street, Mumbai – 400 001 SCRIP CODE – 514030

Sirs,

Subject : Notice of the 43[rd] Annual General Meeting (AGM)

Please find annexed herewith the Notice of the 43rd Annual General Meeting (AGM) of the shareholders of the Company to be held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) on Friday, 19[th] September 2025 at 3.30. (IST) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

The Notice of the 43[rd] AGM is being sent electronically to shareholders whose email IDs are registered with the Company / Registrar and Share Transfer Agent, and Depositories.

The Notice of the 43[rd] AGM is also being uploaded to the Company's website, i.e., www.dsl-india.com.

You are requested to take the same on your record.

FOR DEEPAK SPINNERS LIMITED

Puneeta Digitally signed by Puneeta Arora Arora Date: 2025.08.23 14:59:20 +05'30' (PUNEETA ARORA) COMPANY SECRETARY

Encl : As above

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DEEPAK SPINNERS LIMITED

43rd AGM NOTICE

DEEPAK SPINNERS LIMITED

43rd AGM NOTICE 2024-25

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DEEPAK SPINNERS LIMITED

CIN L17111HP1982PLC016465

Regd. Office: 121 Industrial Area,Baddi, Tehsil Nalagarh

District Solan, Himachal Pradesh-173205. Telephone nos. 01795 244011/16 Website: www.dsl-india.com Email: puneeta.arora@dslindia.in

N O T I C E

NOTICE is hereby given that the 43[rd] Annual General Meeting (‘AGM’) of the Members of Deepak Spinners Limited will be held on Friday, the 19[th] day of September 2025 at 3.30 p.m. through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2025, and the Reports of the Board of Directors and Statutory Auditors thereon.

2. To appoint a Director in place of Shri Shantanu Daga (DIN - 08757724), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

1. To approve the remuneration of Cost Auditors for the financial year ending 31st March 2026 and, in this regard, to consider and if thought fit to pass the following Resolution as an Ordinary Resolution: -

“RESOLVED THAT pursuant to Section 148 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force, M/s. Shakti K. & Associates, Cost Accountants being the Cost Auditors appointed by the Board of Directors of the Company to conduct the cost audit for the financial year ending 31[st] March 2026, be paid the remuneration of Rs. 71,500/- (Rupees Seventy-One Thousand Five Hundred Only) excluding Goods and Services Tax and out of pocket expenses.”

1. To appoint Secretarial Auditors and in this regard, to consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification(s) or re-enactment(s) thereof for the time being in force, M/s. A. Arora & Co., Company Secretaries, Certificate of Practice no. 993, (hereinafter referred to as ‘AAC’), be appointed, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from 1[st] April 2025 till 31[st] March 2030, at a remuneration of Rs. 75,000/- per annum, with further increments for the remaining tenure of the appointment, as may be recommended by Audit Committee and as may be mutually agreed between the Board of Directors of the Company and AAC from time to time.”

“RESOLVED FURTHER THAT the Board of Directors of the Company, including its Committees, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary or expedient to give effect to this Resolution.”

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43rd AGM NOTICE 2024-25

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1. To appoint Shri Raja Ram Kankani (DIN – 09188079) as a Director and in this regard, to consider and if thought fit to pass the following resolution as an Ordinary Resolution: -

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152, and any other applicable provisions of the Companies Act, 2013 (the “Act”) read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Shri Raja Ram Kankani (DIN - 09188079), who was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 22[nd] May 2025, in terms of Section 161(1) of the Act and Article 101 of the Articles of Association of the Company, and whose term of office expires at the Annual General Meeting, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

1. To appoint Shri Raja Ram Kankani (DIN – 09188079) as a Whole Time Director designated as “President and Whole Time Director’ and in this regard, to consider and if thought fit to pass the following resolution as a Special Resolution: -

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V and the rules made there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), applicable clauses of Articles of Association and Nomination & Remuneration Policy of the Company, and subject to other approvals, if any, the consent of the Company, be and is hereby accorded to the appointment of Shri Raja Ram Kankani (DIN – 09188079) as Whole Time Director, designated as ‘President and Whole Time Director’ of the Company for a period of three years with effect from 22[nd] May 2025, and approval of the Company be and is hereby accorded to the terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, with liberty to the Board of Directors (the ‘Board’ which term shall include any Committee constituted or to be constituted by the Board) to alter and vary the terms and conditions of the said appointment in such manner, as may be agreed to between the Board of Directors and Shri Raja Ram Kankani provided that such variation or increase, as may be, is within the overall limits as prescribed under Section 197 read with Schedule V of the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee of the Board of Directors of the Company be and is hereby authorised to take all steps as may be necessary, proper and expedient in their entire discretion, to give effect to this resolution and for matters connected therewith and incidental thereto.”

By Order Of the Board For Deepak Spinners Limited

Place: Baddi Puneeta Arora Date: 22.05.2025 Company Secretary FCS -7466

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43rd AGM NOTICE 2024-25

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N O T I C E

• Saturday , 13[th] September 2025 - to Friday, 19[th] September 2025 (both days inclusive) for annual closing.

• The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out material facts concerning the business under Item No. 3 to 6 of the accompanying Notice is annexed hereto.

• Details as required under Regulation 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard on General Meetings (SS-2) in respect of the Director seeking re-appointment at the AGM, forms an integral part of the notice.

• The Ministry of Corporate Affairs, Government of India (‘MCA’) has vide its General Circular no. 20/2020 dated 5[th] May 2020, 10/2022 dated 28[th] December 2022, 09/2023 dated 25[th] September 2023 and other circulars issued in this respect, the latest being 09/2024 dated 19[th] September 2024 (collectively referred to as ‘MCA Circulars’) allowed inter-alia, to conduct AGMs through Video Conferencing / Other Audio-visual Means (‘VC/OAVM’) on or before 30[th] September 2025, in accordance with the requirements provided in paragraphs 3 & 4 of the MCA General Circular no. 20/2020 dated 5[th] May 2020.

• The Securities and Exchange Board of India (‘SEBI’) also vide its Circular No. SEBI/HO/CFD/PoD2/P/CIR/2024/ 133 dated 3[rd] October 2024 (‘SEBI Circular’), have granted relaxations under Regulation 36 and 44 of the Listing Regulations to the Listed Companies.

• In compliance with the provisions of the Companies Act, 2013 (‘the Act’), Listing Regulations and MCA Circulars, the 43[rd] AGM of the Company is being held through VC/OAVM on Friday, 19[th] September 2025. The deemed venue for the 43[rd] AGM will be the registered office of the Company at 121, Industrial Area, Baddi, Tehsil Nalagarh, District Solan, Himachal Pradesh-173205.

• Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA Circulars, the facility for appointment of proxies by the members under Section 105 of the Act will not be available for this AGM and hence the Proxy form, Attendance Slip and Route Map of the AGM Venue are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the members may be appointed to vote through remote e-Voting, for participation in the 43rd AGM through VC / OAVM facility and e-Voting during the 43rd AGM.

• The Notice of the AGM along with the Annual Report for the financial year 2024-25 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”) collectively “Depositories”.

Members may note that the Notice and Annual report will also be available on the Company’s website www.dsl-india.com, website of stock exchange, BSE Limited at www.bseindia.com and on the website of CDSL, at www.evotingindia.com. Physical copy of the Annual Report shall be sent to those Members who request for the same.

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1. The Company has connectivity with both National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) under ISIN No INE272C01013 .

2. Corporate members intending to authorise their representatives to attend the Meeting are requested to send a scanned certified copy of the board resolution (PDF format) authorising their representatives to attend and vote on their behalf at the meeting. The said resolution/authorisation shall be sent to the scrutinizer by email through its registered email address to ajaykcs@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com.

3. Members seeking any information with regard to the accounts or any matter to be placed at the AGM are requested to write to the Company on or before 12th September 2025, mentioning their names, DPID and Client ID or Folio number, email address, and mobile number through email at puneeta.arora@dslindia.in. The same will be replied to by the Company suitably.

4. The Registrar and Transfer Agents (RTA) of the Company are M/s. Maheshwari Datamatics Private Limited, 23, R. N. Mukherjee Road, 5th Floor, Kolkata – 700 001, for both physical and demat segments of equity shares. Members are requested to send all their correspondence to the above address of RTA. For any communication, the shareholders may also send requests and queries to the email IDs: mdpldc@yahoo.com and puneeta.arora@dslindia.in.

5. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to RTA, for them to do the needful along with KYC documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.

To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

1. Nomination facility as per the provisions of Section 72 of the Act is available to individuals’ holding shares in the Company. Members can nominate a person in respect of all the shares held by him singly or jointly. Members holding shares in physical form and who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he / she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the weblink - https://mdpl.in The Members holding shares in electronic form may approach their respective DPs for completing the nomination formalities.

2. In terms of the Listing Regulations, securities of listed companies can only be transferred in dematerialized form. In view of the above and to avail various benefits of dematerialization, members are advised to dematerialize shares held by them in physical form.

3. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service request, viz. issue of duplicate securities certificate, renewal/exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition. Further, SEBI vide its circular No. SEBI/HO/MIRSD_RTSMB/P/CIR/2022/65 dated 18th May 2022 has simplified the procedure and

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standardised the format of documents for transmission of securities. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR-4 and ISR-5, as the case may be. The said forms can be downloaded by visiting https://mdpl.in

1. Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 DATED 02.07.2025, a special window shall be opened for a period of six months from 7th July 2025 till 6th January 2026, for relodgement of transfer deeds which were lodged prior to the deadline of 1st April 2019 and were returned/rejected due to deficiency in documents/process or any other reason. The shares re-lodged for transfer will be processed only in dematerialised mode.

Eligible shareholders may contact our Registrar and Transfer Agents (RTA), M/s. Maheshwari Datamatics Pvt. Ltd., 23, R. N. Mukherjee Road, 5th Floor, Kolkata 700001 by sending them email at mdpldc@yahoo.com.

1. SEBI vide circular Nos. SEBI/HO/OIAE_IAD-1/P/CIR/2023/131 dated 31st July 2023 and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated 4th August 2023 read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated 31st July 2023 (updated as on 11th August 2023) has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market.

According to above mentioned circulars, after exhausting the option to resolve their grievances with the RTA / Company directly and through the existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company’s website https://www.dsl-india.com/investor-services

1. Members are requested to note that dividends, if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company are liable to be transferred to the Investor Education and Protection Fund (IEPF).

2. Shareholders are requested to complete their KYC by writing to the Company’s RTA, Maheshwari Datamatics Pvt. Ltd. The forms for updating the same are available at weblink - https://mdpl.in

3. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend remains unpaid or unclaimed for seven consecutive years are to be transferred by the Company to the designated Demat Account of the IEPF Authority (‘IEPF Account’) within thirty days of such shares becoming due to be transferred to the IEPF Account.

In view of this, Members are requested to claim their unclaimed dividends from the Company within the stipulated timeline.

1. Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and submit the required documents for issue of an Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file Form IEPF-5 for claiming the dividend and/or shares available on www.iepf.gov.in.

Information in respect of Unclaimed dividend and due dates for Transfer of Unclaimed Dividend to the Investor Education and Protection Fund (IEPF)-

Sr. No.	Dividend	%ge of Dividend	Date of Declaration	Due date of transfer to IEPF
1.	Final Dividend 2018-19	15%	12.09.2019	15.10.2026

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2.	Interim Dividend 2019-20	15%	05.03.2020	09.04.2027
3.	Final Dividend 2020-21	20%	23.09.2021	26.10.2028
4.	Final Dividend 2021-22	25%	30.06.2022	29.07.2029
5.	Final Dividend 2022-23	25%	12.07.2023	14.08.2030
6.	Final Dividend 2023-24	5%	30.08.2024	05.10.2031

1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which directors are interested, maintained under Section 189 of the Act shall be made available at the commencement of the meeting and shall remain open and accessible to the members during the continuance of the 43rd AGM.

2. Shri Ajay Arora, Practicing Company Secretary (Membership No. FCS 2191 and Certificate of Practice No. 993) has been appointed as the Scrutinizer to scrutinize the voting and remote e-Voting process in a fair and transparent manner.

25. VOTING THROUGH ELECTRONIC MEANS

• a) In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015, Regulation 44 of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is providing its members, the facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted through e-Voting services.

The facility of casting votes by a member using remote e-Voting as well as e-Voting during the AGM will be provided by CDSL.

• b) The members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act.

• c) The remote e-Voting period commences on Tuesday, 16[th] September 2025 (9:00 a.m. IST) and ends on Thursday, 18[th] September 2025 (5:00 p.m. IST ). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 12[th] September 2025 may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

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

• (ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on ‘e-Voting facility provided by Listed Companies’, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available onwww.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 e-Voting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.e-Voting.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.

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After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on the Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4) 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 or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or or contact at toll free no. 1800 21 09911.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at: 022 - 4886 7000 and 022 - 2499 7000

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

• (iii) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

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

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

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• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

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

	For Physical shareholders and other than individual shareholders holdingshares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If both the details are not recorded with the depository or Company, please enter the member id/folio number in the Dividend Bank details field.

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

• (v) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

• (vii) Click on the EVSN for ‘Deepak Spinners Limited’.

• (viii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

• (x) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

• (xiii) If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on ‘Forgot Password’ & enter the details as prompted by the system.

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

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

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

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

• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote.

• The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.

• It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with the attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; puneeta.arora@dslindia.in , if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The facility of joining the AGM through VC / OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for Members on ‘first come first serve’ basis.

2. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-Voting.

3. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after a successful login as per the instructions mentioned above for e-Voting.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

5. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

6. Further shareholders will be required to allow Camera and use the Internet with a good speed to avoid any disturbance during the meeting.

7. Please note that Participants connecting from Mobile Devices or Tablets or through laptops connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuations in their respective networks. It is therefore recommended to use Stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

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1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (Company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email ID, and mobile number at puneeta.arora@dslindia.in . These queries will be replied to by the Company suitably by email.

2. Those shareholders who have registered themselves as speaker will only be allowed to express their views/ask questions during the meeting.

3. The Company reserves the right to restrict the number of questions and the number of speakers as appropriate to ensure the smooth conduct of 43[rd] AGM

4. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

5. If any votes are cast by the shareholders through the e-Voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-Voting during the meeting is available only to the shareholders attending the meeting.

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

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

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

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

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911..

OTHER GUIDELINES

• I) Any person, who acquires shares of the Company and becomes a member of the Company after mailing of the Notice and is holding shares as on the cutoff date, may obtain the login ID and password by sending an email to mdpldc@yahoo.com.

• II) A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners

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maintained by the Depositories as on cutoff date only shall be entitled to avail the facility of remote e-Voting or voting at the meeting.

• III) In case you have any queries or issues regarding e-Voting, you may refer the Frequently Asked Questions (“FAQs”) and e-Voting manual available at www.e-Votingindia.com , under help section or write an email to helpdesk.e-Voting@Cdslindia.com or contact Mr. Nitin Kunder (022-23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).or contact Shri Ramen Patra, Manager, M/s. Maheshwari Datamatics Private Limited, 23, R. N. Mukherjee Road, 5[th] Floor, Kolkata – 700 001, Telephone : (033)22435029, (033)22433809, (033) 22482248, Mobile - 80170 58433, E-mail – mdpldc@yahoo.com.

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

ITEM NO. 3

RATIFICATION OF REMUNERATION OF COST AUDITOR

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors appointed a Cost Auditor on the recommendations of the Audit Committee. The remuneration recommended by the Audit Committee is considered and approved by the Board of Directors and is required to be ratified by the members of the Company.

On the recommendation of the Audit Committee, the Board, at its meeting held on 22[nd] May 2025 has considered and approved the appointment of M/s. Shakti K. & Associates, Cost Accountants for the conduct of Cost Audit of the Company for the financial year 2025-26 at a remuneration of Rs. 71,500/- (Rupees Seventy-One Thousand Five Hundred Only) excluding Goods and Services Tax (GST) and out of pocket expenses.

The resolution at Item no. 3 of the Notice is set out as an Ordinary Resolution for approval and ratification by the members in terms of Section 148 of the Companies Act, 2013.

The Board of Directors recommends the Ordinary Resolution set out at Item no. 3 of the accompanying Notice for approval of the members.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise in the resolution set out at Item No. 3.

ITEM NO. 4 APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013, and relevant rules thereunder, read with Regulation 24A of the Listing Regulations, every listed company is required to annex with its Board’s Report, a secretarial audit report, issued by a Practising Company Secretary. For this purpose, the Board of Directors of the Company had appointed M/s. A. Arora & Co, Company Secretaries, (‘AAC’) a firm of Practising Company Secretaries, as Secretarial Auditors of the Company for the financial year 2024-25 and they have issued their report which is annexed to the report of the Board of Directors of the Company as a part of the Annual Report.

SEBI vide its notification dated December 12, 2024, amended the Listing Regulations. The amended regulations require companies to obtain shareholders’ approval for appointment of Secretarial Auditors, in addition to approval by the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI. In light of the aforesaid, the Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of AAC, a peer reviewed firm of Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from 1[st] April 2025 till 31[st] March 2030.

AAC has a rich history that stretches over more than three decades, Shri Ajay Kumar Arora, Proprietor of the AAC is a well-known and respected professional of repute in this field and has an efficient team which is mentored well by him. Further, the firm boasts a diverse and distinguished client base. AAC has immense knowledge and experience in dealing with matters relating to Company Law, Securities Laws, Due Diligence, and Capital Market Transactions, and has been serving as consultants and auditors to a wide range of companies, including listed, unlisted public and private companies and several government companies/ corporations for several years.

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Furthermore, in terms of the amended regulations, AAC has confirmed that it has subjected itself to the peer review process of the Institute of Company Secretaries of India and holds a valid peer review certificate. AAC has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest. AAC has further furnished a declaration that they have not taken up any prohibited nonsecretarial audit assignments for the Company, its holding and subsidiary companies.

The proposed remuneration to be paid to AAC for the financial year ending 31[st] March 2026, is Rs 75,000/- per annum plus applicable taxes and out-of-pocket expenses with further increments for the remaining tenure of the appointment, as may be recommended by Audit Committee and as may be mutually agreed between the Board of Directors of the Company and AAC from time to time.

None of the Directors and Key Managerial Personnel of the company and their relatives, are concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolution set out at item number 4 of the notice for approval by the members.

ITEM NO. 5

APPOINTMENT OF SHRI RAJA RAM KANKANI (DIN 09188079) AS DIRECTOR

Shri Raja Ram Kankani (DIN – 09188079) has been associated with the Company since September 2023 as the President of the Company, overseeing the overall functioning and operations of the Company. He is an M. Com and MBA (Marketing). He has over 40 years of experience in marketing of textile products in domestic as well as overseas markets. Prior to joining Deepak Spinners Limited, he had worked with M/s. Sutlej Textiles and Industries Limited, LNJ Bhilwara group and Pasupati Spinning & Weaving Mills Limited. In view of his extensive experience and valuable contribution to the management of the Company, the Board of Directors appointed him as an Additional Director in the Company at its meeting held on 22[nd ] January 2025, pursuant to provisions of Article 101 of the Articles of Association of the Company, Section 161 of the Companies Act, 2013, recommendations of Nomination and Remuneration Committee and approval of Audit Committee. He will hold office only up to the date of this Annual General Meeting of the Company.

The Board of Directors feels that the appointment of Shri Kankani as Director of the Company is appropriate and in the best interest of the Company. The Board of Directors recommends that the resolution set out at Item no. 5 relating to the appointment of Shri Kankani as a Director, be passed as an Ordinary Resolution.

Shri Kankani is not a Director of any other Company and is not a member of Audit Committee or Stakeholders Relationship Committee of any listed Company. He is also not holding any shares in the Company.

This Explanatory Statement together with the annexure accompanying Notice may be regarded as a disclosure under Regulation 36 of the Listing Regulations.

Except Shri Kankani, being the appointee none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

ITEM NO. 6

APPOINTMENT OF SHRI RAJA RAM KANKANI (DIN – 09188079) AS A WHOLE TIME DIRECTOR DESIGNATED AS “PRESIDENT AND WHOLE TIME DIRECTOR”

Shri Raja Ram Kankani (DIN – 09188079) has been associated with the Company since September 2023 as the President of the Company, overseeing the overall functioning and operations of the Company. He is an M. Com and MBA (Marketing). He has over 40 years of experience in marketing of textile products in domestic as well as

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overseas markets. Prior to joining Deepak Spinners Limited, he had worked with M/s. Sutlej Textiles and Industries Limited, LNJ Bhilwara group and Pasupati Spinning & Weaving Mills Limited.

Pursuant to provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (‘the Act’), read with Schedule V of the Act and the rules made thereunder including the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as per Articles of Association of the Company, as recommended by Nomination and Remuneration Committee, approved by Audit Committee, the Board of Directors of the Company at their meeting held on 22[nd] May 2025, appointed Shri Kankani as Whole-time Director, designated as ‘President and Whole Time Director’ for a period of three years commencing from 22[nd] May 2025, subject to the approval of the shareholders.

There is no default by Company in repayment of any of its debts or interest payable thereon.

Shri Kankani is not a Director of any other Company and is not a member of Audit Committee or Stakeholders Relationship Committee of any listed Company. He is also not holding any shares in the Company.

The Principle terms and conditions of his appointment are as follows: -

1. Tenure of Appointment

The appointment of Shri Raja Ram Kankani is for a period of Three years with effect from 22[nd] May 2025 till 21[st] May 2028.

2. Remuneration.

Shri Raja Ram Kankani shall be paid remuneration as per the terms and conditions given below.

Basic Salary : Rs. 3,30,000/- per month with annual increment as may be decided by the Board of Directors on the recommendations of the Nomination and Remuneration Committee.

Shri Kankani will not be entitled to any sitting fee for attending Meetings of the Board of Directors or any Committee thereof.

Other Benefits:

• I. Perquisites/ Allowances as per the per the policy of the Company and/or which may become applicable in future as the Board may from time to time decide on the recommendations of the Nomination and Remuneration Committee.

Medical Reimbursement: Reimbursement of medical expenses incurred by him for the medical treatment for self and dependent family members as per the policy of the Company.

• II. Perquisites/ Allowances which shall not be considered in computation of ceilings of remuneration specified in relevant schedule to the Companies Act in force-

• i) Contribution to Provident Fund, superannuation fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

• ii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

• iii) Encashment of leave at the end of the tenure,

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III. Provision of the car with driver for use in the Company’s business will not be considered perquisites.

• iv) Reimbursement of entertainment, travelling and related expenses and electronic communication facilities by all available modes incurred for the business of the Company.

• v) Remuneration to Shri R. R. Kankani may be revised and altered in any manner as the Board may deem fit during his tenure and no further consent of the shareholders be taken if the new remuneration after such revision and alteration does not exceed the limits as stipulated in Section 197 read with Schedule V to the Companies Act 2013.

• vi) Overall Remuneration: The aggregate of Salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed under section 197 read with schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be for the time being in force.

3. Other Terms of Appointment

• i) Shri R. R. Kankani shall, subject to the superintendence, control and direction of the Board, perform and discharge such duties and responsibilities as may be entrusted to him by the Board of Directors.

• ii) The appointment may be terminated by either party by giving three months’ notice in writing to the other party.

• iii) The period of office of Shri Kankani shall be liable to determination by retirement of Directors by rotation. If Shri Kankani is re-appointed as a Director, immediately on retirement by rotation, he shall continue to hold the office of Whole-time Director and such re-appointment as Director shall not be deemed to constitute break in his appointment as a Whole-time Director”.

In view of his qualification and experience and his contribution in the business development and growth of the Company, the Board recommends confirmation of appointment of Shri Raja Ram Kankani as Whole Time Director designated as “President and Whole Time Director” for a period of three years from 22[nd] May 2025 till 21[st] May 2028, on the terms stated above. The appointment of Shri Kankani is appropriate and is in the best interest of the Company. The Board of Directors feels that the appointment of Shri Kankani as Whole Time Director of the Company will lead to better growth and development of the Company.

The Board recommends that the resolution set out at Item no. 6 of the accompanying Notice relating to appointment of Shri Raja Ram Kankani as Whole Time Director, be passed as a Special Resolution.

The Register of Contracts maintained in pursuance of Section 189 of the Companies Act, 2013 (erstwhile section 301 of the Companies Act, 1956) referred below, would be available for inspection by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday, up to and including the date of the Annual General Meeting.

This Explanatory Statement together with the annexure accompanying Notice may also be regarded as a disclosure under Regulation 36 of the Listing Regulations.

The above may be treated as a written memorandum setting out the terms of payment of remuneration to Shri Kankani under Section 190 of the Companies Act, 2013.

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The above may also be treated as Disclosure required under Section 196(4) of the Act, 2013, and Secretarial Standard-2.

Except Shri Raja Ram Kankani, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6.

Further information on Item no. 6

I. General Information

Nature of Industry		Manufacture and Sale of Synthetic Yarn
Date or expected date of commencement of Commercial Production	:	13.08.1982
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in theprospectus	:	Not Applicable
Financial performance based on given indicators (for the year 2024-25)	:	Sales & other income: Rs. 52,636.39 Lacs Profit/(Loss) after Tax: Rs. (1019) Lacs Rate of Dividend : Nil Earning per Share : Rs(14.17)
Foreign investments or collaborators, if any	:	As on date, the Company has no foreign collaborations.

II. Information about the Shri Raja Ram Kankani

Background details	Shri Raja Ram Kankani, is associated with the Company since September 2023 and was working as President before his appointment as Whole Time Director. overseeing the overall functioning and operations of the Company. He is an M. Com and MBA (Marketing). He has over 40 years of experience in marketing of textile products in domestic as well as overseas markets. Prior to joining Deepak Spinners Limited, he had worked with M/s. Sutlej Textiles and Industries Limited, LNJ Bhilwara group and Pasupati Spinning & WeavingMills Limited. .
Past remuneration	During 2024-25, he drew total Rs. 61 Lacs including perquisites as remuneration in his capacityas President of the Company.
Recognition or awards	--
Job profile and his suitability	Besides, being an able leader, he is responsible for managing all the operations of the Company including manufacturing, finance, marketing, quality control, implementation of processes across the organization, etc. He possesses a sound knowledge of the textile industry.
Remunerationproposed	As mentioned in the Resolution.
Comparative remuneration profile with respect to industry,	Considering the responsibility shouldered by him & high levels of remuneration prevailing in the textile industry for such position, the Remuneration proposed is considered reasonable.

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size of the company, profile of the position andperson
Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any	Except the remuneration and perquisites stated above, he has no other direct or indirect pecuniary relationship with the Company.

III. Other Information

Sluggish market conditions have brought about slowdown in the business of the textile industry, due to less demand, crisis in receipt of payment, etc. The key priorities of the Company are to closely monitor costs, optimize the use of financial resources while continuing to invest in some of the growth areas. The Company is optimistic about the revival in the market conditions.

By Order Of the Board For Deepak Spinners Limited Place: Baddi Puneeta Arora Date: 22.05.2025 Company Secretary FCS -7466

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DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING FIXED ON FRIDAY; 19[th] September 2025 AS REQUIRED UNDER REGULATION 36(3) OF THE LISTING REGULATIONS:

Name of Director	Shri Shantanu Daga	Shri Raja Ram Kankani
Director Identification Number(DIN)	08757724	09188079
Date of Birth	14.02.1986	20.01.1959
Age	39years	66years
Date of Original Appointment	09.11.2020	22.05.2025
Qualification	Bachelor of Science, Economics-Finance, from Bentley University, Waltham, Massachusetts,USA.	M.Com and MBA (Marketing)
Number of Board Meetings attended duringtheyear 2024-25	8	--
No. of Shares held by him in the Company	29615	--
Own	29615	--
Shareholding for other persons on beneficial basis	Nil	--
Experience in Specific Functional Area	Industrialist with good experience in the field of Textiles.	He has more than 40 years of experience in in marketing of textile products in domestic as well as overseas markets
Skills and capabilities required for the role and the manner in which the Director meet the requirements	Leadership, governance, strategy planning, financial management, and risk planning.	Leadership, marketing, administration, financial management, risk management and human resource management
Terms and Conditions of appointment	Non-Executive Non- Independent Director	Whole Time Director
Details of remuneration last drawn	Sitting fee and Commission	Remuneration last drawn in the capacity of President during the financial year 2024-25 was Rs. 61 lacs.
Details of remuneration sought to be paid	Eligible for sitting fees and commission as approved by the Board of Directors	Remuneration as per the Nomination and Remuneration Policy of the Company and shareholders resolution to be passed in the forthcoming Annual General Meeting.
Directorships in other Companies (excludingforeign companies)	Nil	Nil
Chairman/Member of the Committees of Board of Directors of the Company#	Nil	Nil

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Membership / Chairmanship of the Committees of Board of Directors in other listed Companies (excluding foreign companies)	Nil	Nil
Listed entities from which the Director has resigned from Directorshipin last 3years	Nil	Nil
Inter-se relationship with other Directors and Key Managerial Personnel	Related to Shri Yashwant Kumar Daga as son.	Nil

By Order Of the Board For Deepak Spinners Limited Place: Baddi Puneeta Arora Date: 22.05.2025 Company Secretary FCS -7466

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DEEPAK SPINNERS LIMITED If undelivered, please return to

DEEPAK SPINNERS LIMITED 121, Industrial Area, Baddi. Tehsil, Nalagarh, District - Solan Himachal Pradesh - 173205