Electrotherm (India) Ltd - AGM Information 2025

(INDIA) LTD.

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Ref. No. : EIL/SD/39[th] AGM/2025-2026/1408 Date : 14[th] August, 2025

To, To, General Manager (Listing) Listing Department BSE Ltd. National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra – Kurla Complex, Dalal Street, Fort, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 COMPANY CODE : 526608 COMPANY CODE : ELECTHERM

Dear Sir/Madam,

Sub: Submission of Notice of 39[th] Annual General Meeting

Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith a Notice of 39[th] Annual General Meeting to be held on Wednesday, 10[th] September, 2025 at 10:00 a.m. through Video Conferencing / Other Audio Visual Means (VC / OAVM), which is being sent to the members through electronic means as per the circulars of the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The remote e-voting period for 39[th] Annual General Meeting will commence from Sunday, 07[th] September, 2025 at 9:00 a.m. and will end on Tuesday, 09[th] September, 2025 at 5:00 p.m. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday, 03[th] September, 2025 may cast their vote electronically. Detailed procedure for remote e-voting is provided in the Notice of the 39[th] Annual General Meeting.

You are requested to kindly take the same on your record.

Thanking you,

Yours faithfully,

For Electrotherm (India) Limited

Fageshkumar Digitally signed by Fageshkumar Rameshbhai Rameshbhai Soni Soni Date: 2025.08.14 18:59:03 +05'30'

Fageshkumar R. Soni Company Secretary & Compliance Officer Membership No.: F8218

Encl: As above

ELECTROTHERM (India) Limited

HEAD OFFICE & WORKS: Survey No. 72, Palodia, (Via Thaltej, Ahmedabad), Gujarat-382115, India. Phone: +91-2717-234553 – 7, 660550Fax: +91-2717-234866 Email: [email protected]│Website: www.electrotherm.com

REGD. OFFICE: A-1, Skylark Apartment, Satellite Road, Satellite, Ahmedabad-380015. Phone: +91-79-26768844, Fax: +91-79-26768855 CIN : L29249GJ1986PLC009126 Email: [email protected]

Other Offices : AngulBanglore Bangladesh  Bellary  Chennai  Coimbatore  Delhi  Ghaziabad  Goa  Hyderabad  Jaipur Jalna Jalandhar  Jamnagar  Jamshedpur  Kanpur Koderma Kolhapur  Kolkata  Ludhiana MandiGobindgarh Mumbai  Nagpur  Nasik Panaji Pune  Raipur Raigarh Rajkot  Rourkela Sambalpur

NOTICE

NOTICE is hereby given that the 39[th] Annual General Meeting of Members of Electrotherm (India) Limited will be held on Wednesday, 10[th] September, 2025 at 10:00 a.m. through Video Conferencing / Other Audio Visual Means (VC / OAVM) to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt audited standalone and consolidated financial statements of the Company for the financial year ended on 31[st] March, 2025 together with report of Board of Directors and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. Shailesh Bhandari (DIN: 00058866), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. To ratify the remuneration of the Cost Auditor for the financial year ending on 31[st] March, 2026:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary : Resolution

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the consent of the Members be and is hereby accorded to ratify the remuneration of Rs. 2,25,000 (Rupees Two Lacs Twenty Five Thousand Only) plus applicable GST and reimbursement of out of pocket expenses to M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad (Membership No. 13867, FRN: 100346) appointed as Cost Auditor of the Company by the Board of Directors of the Company on the recommendation of the Audit Committee, for conducting the audit of cost records of the Company for the financial year ending on 31[st] March, 2026.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution including seeking all necessary approvals, if any, and to do all such acts, deeds, and things as may be necessary, expedient, and desirable for the purpose of giving effect to this resolution and for matters concerned or incidental thereto.”

4. To approve the appointment of M/s. Bharat Prajapati & Co., Practising Company Secretaries as a Secretarial Auditor for five consecutive years:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an : Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, as amended from time to time and other applicable provisions, if any, of the Companies Act, 2013, Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Audit Committee, M/s. Bharat Prajapati & Co., Practicing Company Secretaries, Ahmedabad (Membership No. FCS – 9416 & COP No. 10788), a peer reviewed firm (Peer Review Certificate No. 2367/2022) be and are hereby appointed as Secretarial Auditor of the Company to hold office for a period of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30 at such remuneration plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditor.

RESOLVED FURTHER THAT approval of the Members be and is hereby accorded to avail or obtain from the Secretarial Auditor, such other services or certificates, reports, or opinions which the Secretarial Auditor may be eligible to provide or issue under the applicable laws, at a remuneration to be determined by the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, and things as may be necessary, expedient, and desirable for the purpose of giving effect to this resolution and for matters concerned or incidental thereto.”

5. To re-appoint Mr. Shailesh Bhandari (DIN: 00058866) as a Managing Director designated as an Executive Vice Chairman of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 200 and 203 read with Schedule V and all other applicable provisions, if any of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations, 2015”) (including any modification or re-enactment thereof for time being in force), the Memorandum and Articles of Association of the Company and on the recommendation of Nomination and Remuneration Committee and subject to approval of Banks / Financial Institutions / National Company Law Tribunal / Central Government and such other approval as may be necessary, Mr. Shailesh Bhandari (DIN: 00058866), who has given his consent and a declaration under Schedule V of the Companies Act, 2013 to act as Managing Director / Executive Vice Chairman, be and is hereby re-appointed as a Managing Director designated as an Executive Vice Chairman of the Company for the period of five years, commencing from 1[st] February, 2026 and concluding on 31[st] January, 2031.

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NOTICE

I. REMUNERATION:

(A) Monthly Salary: Basic salary of Rs. 45,00,000/(Rupees Forty Five Lacs only) and other allowances and other benefits of Rs. 55,00,000/- (Rupees Fifty Five Lacs only)

(B) PERQUISITES:

(i) In addition to the salary as above, Mr. Shailesh Bhandari will be entitled to Personal Accident Insurance and Group Life Insurance, Club fees subject to a maximum of two clubs, medical reimbursement and Company provided car and driver.
(ii) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.
(iii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service and
(iv) Encashment of leave at the end of the tenure.

(C) MINIMUM SALARY:

In the event of any absence or inadequacy of profits in any financial year of the Company during his tenure, Mr. Shailesh Bhandari shall be entitled to receive remuneration includes perquisites as mentioned above in (A) and (B) as minimum remuneration in accordance with the conditions specified in Schedule V of the Companies Act, 2013 or any modifications thereof.

II. POWERS:

The appointee shall function under the supervision, control and guidance of the Board of Directors of the Company and is entrusted with substantial powers of management of affairs of the entire Company except Engineering and Technologies Division of the Company and shall also exercise such other powers of management to extent and in the manner delegated by the Board of Directors of the Company.

III. SITTING FEES:

The appointee shall not receive any sitting fees for attending any meeting of the Board or Committees thereof.

IV. RETIREMENT BY ROTATION:

The appointee shall be liable to retire by rotation at annual general meeting of the Company.

RESOLVED FURTHER THAT over all remuneration payable to all the directors including Managing Directors and Whole Time Director of the Company may exceed the limit as mentioned under Regulation 17(6)(e) of the SEBI LODR Regulations, 2015.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby severally authorised to executive all such documents, instruments and writing as

deemed necessary with power to alter and vary the terms and conditions of such appointment and/or remuneration so that the total remuneration payable to him shall not exceed the limits above or limit specified in schedule V of the Companies Act, 2013 including seeking all necessary approvals, if any, any statutory modification, settle all questions, difficulties or doubts that may arise in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to do all such necessary acts, deeds or things required to give effect to the aforesaid resolution.”

6. To re-appoint Mr. Suraj Bhandari (DIN: 07296523) as a Managing Director of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 200 and 203 read with Schedule V and all other applicable provisions, if any of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI LODR Regulations, 2015”) (including any modification or re-enactment thereof for time being in force), the Memorandum and Articles of Association of the Company and on the recommendation of Nomination and Remuneration Committee and subject to approval of Banks / Financial Institutions / National Company Law Tribunal / Central Government and such other approval as may be necessary, Mr. Suraj Bhandari (DIN: 07296523), who has given his consent and a declaration under Schedule V of the Companies Act, 2013 to act as Managing Director, be and is hereby re-appointed as a Managing Director of the Company for the period of five years, commencing from 13[th] November, 2025 and concluding on 12[th] November, 2030.

I. REMUNERATION:
(A) Monthly Salary: Basic salary of Rs. 40,50,000/(Rupees Forty Lacs Fifty Thousand only) and other allowances and other benefits of Rs. 49,50,000/(Rupees Forty Nine Lacs Fifty Thousand only)

(B) PERQUISITES:

(i) In addition to the salary as above, Mr. Suraj Bhandari will be entitled to Personal Accident Insurance and Group Life Insurance, Club fees subject to a maximum of two clubs, medical reimbursement and Company provided car and driver.
(ii) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.
(iii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service and

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NOTICE

(iv) Encashment of leave at the end of the tenure.

(C) MINIMUM SALARY:

In the event of any absence or inadequacy of profits in any financial year of the Company during his tenure, Mr. Suraj Bhandari shall be entitled to receive remuneration includes perquisites as mentioned above in (A) and (B) as minimum remuneration in accordance with the conditions specified in the Schedule V of the Companies Act, 2013 or any modifications thereof.

II. POWERS:

The appointee shall function under the supervision, control and guidance of the Board of Directors of the Company and is entrusted with substantial powers of management to manage the affairs of ‘Engineering and Technologies Division’ of the Company and shall also exercise such other powers of management to extent and in the matter delegated by the Board of Directors of the Company.

III. SITTING FEES:

The appointee shall not receive any sitting fees for attending any meeting of the Board or Committees thereof.

IV. RETIREMENT BY ROTATION:

The appointee shall be liable to retire by rotation at annual general meeting of the Company.

RESOLVED FURTHER THAT over all remuneration payable to all the directors including Managing Directors and Whole Time Director of the Company, may exceed the limit as mentioned under Regulation 17(6)(e) of the SEBI LODR Regulations, 2015.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby severally authorised to executive all such documents, instruments and writing as deemed necessary with power to alter and vary the terms and conditions of such appointment and/or remuneration so that the total remuneration payable to him shall not exceed the limits above or limit specified in schedule V of the Companies Act, 2013 including seeking all necessary approvals, if any, any statutory modification, settle all questions, difficulties or doubts that may arise in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to do all such necessary acts, deeds or things required to give effect to the aforesaid resolution.”

7. Reclassification of Authorised Share Capital and consequent alteration of Memorandum of Association of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions of the Companies

Act, 2013 (“the Act”) read with the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such permission, sanctions and approvals as may be required in this regard, consent of the Members of the Company be and is hereby accorded to reclassify the existing Authorised Share Capital of the Company comprising of Rs. 78,59,00,000 (Rupees Seventy Eight Crore Fifty Nine Lacs Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each, 2,50,00,000 (Two Crore Fifty Lacs) 6% Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each and 2,85,90,000 (Two Crore Eighty Five Lacs Ninety Thousand Only) Partially Convertible Partially Redeemable Preference Shares of Rs. 10/(Rupees Ten Only) each to Rs. 78,59,00,000 (Rupees Seventy Eight Crore Fifty Nine Lacs Only) comprising of:

i. Rs. 53,59,00,000 (Rupees Fifty Three Crore Fifty Nine Lacs Only) divided into 5,35,90,000 equity shares of Rs. 10/- each and;
ii. Rs. 25,00,00,000 (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) 6% NonCumulative Redeemable Preference Shares of Rs. 10/(Rupees Ten Only) each

RESOLVED FURTHER THAT the Existing Clause V of the Memorandum of Association of the Company be and is hereby altered by deleting the same and substituting the following new Clause V in place of existing Clause thereof:

‘V: The Authorised Share Capital of the Company is Rs. 78,59,00,000 (Rupees Seventy Eight Crore Fifty Nine Lacs Only) comprising of Rs. 53,59,00,000 (Rupees Fifty Three Crore Fifty Nine Lacs Only) divided into 5,35,90,000 (Five Crore Thirty Five Lacs Ninety Thousand) equity shares of Rs. 10/- each and Rs. 25,00,00,000 (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) 6% Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each, the shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or any other special rights, privileges, conditions or restrictions.’

8. Alteration of Articles of Association of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act,

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STATUTORY REPORTS FINANCIAL STATEMENTS 02-59 2 60-218

NOTICE

2013 (“the Act”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the rules made thereunder, the consent of the Members of the Company be and is hereby accorded to amend the Article 109 of Articles of Association of the Company as under:
(a) Existing Article 109 shall be amended and substituted by the following amended Article 109:

109. (1) The Board shall have the power to determine the directors whose period of office is or is not liable to determination by retirement of directors by rotation.

By Order of the Board of Directors For Electrotherm (India) Limited

Fageshkumar R. Soni Company Secretary Membership No. F8218

Registered Office:

A-1, Skylark Apartment, Satellite Road, Satellite, Ahmedabad – 380 015

Date : 29[th] July, 2025 Place: Palodia

NOTES:

In view of the Ministry of Corporate Affairs (“ MCA” ) circular nos. 14/2020 and 17/2020 dated 8[th] April, 2020 and 13[th] April, 2020, respectively, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and rules made thereunder on account of the threat posed by Covid-19” and circular nos. 20/2020, 02/2021, 19/2021, 21/2021, 02/2022, 10/2022, 09/2023 and 09/2024 dated 5[th] May, 2020, 13[th] January, 2021, 8[th] December, 2021, 14[th] December, 2021, 5[th] May, 2022, 28[th] December, 2022, 25[th] September, 2023 and 19[th] September, 2024 respectively in relation to “Clarification on holding of Annual General Meeting (“AGM”) through Video Conferencing (“ VC” ) or Other Audio-Visual Means (“ OAVM” )” (collectively referred to as “MCA Circulars” ) permitted the Companies whose AGMs are due in the year 2024 or 2025, to conduct their AGMs on or before 30[th] September, 2025 through VC / OAVM, without the physical presence of the members at a common venue and also provided relaxation from dispatching of physical copies of Notice of AGM and financial statements for the year 20242025 and considering the above MCA Circulars, Securities and Exchange Board of India (SEBI) vide its circular no. SEBI/ HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015” (“ SEBI Circular” ) provided relaxation up to 30[th] September, 2025, the Notice of the AGM along with the Annual Report for Financial year 2024-2025 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”. Further, in compliance with the MCA Circulars and SEBI Circular, the 39[th] Annual General Meeting (AGM) of the Company is being conducted through VC / OAVM, which does not require physical presence of Members at a common venue. Hence, members can attend and participate in the 39[th] AGM through VC / OAVM only.

Pursuant to the above mentioned MCA Circulars and SEBI Circular, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM.
A body corporate intending to send their authorized representative(s) to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of resolution of the Board of Directors or other governing body authorizing such representative(s) to attend and vote on their behalf at the Meeting.
The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to special business in respect of Item No. 3 to 8 of the Notice to be transacted at the AGM is annexed hereto.
Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations, 2015”) and Secretarial Standard - 2 with respect to Director seeking appointment / re-appointment or resolution related to continuation of Directorship being placed at the Annual General Meeting, is attached hereto.
Relevant documents referred to in the accompanying Notice and the statement pursuant to section 102(1) of the Companies Act, 2013 and also the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of

39[th] Annual Report 2024-25

NOTICE

Contracts or Arrangements will be available electronically for inspection by the members without any fees from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to sec@ electrotherm.com.
There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government.
Since 2011, the company has not declared dividend and money lying in the unpaid / unclaimed dividend account for the year 2009-10 and before, had been transferred to Investor Education and Protection Fund (“IEPF”). Further, in terms of IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company is not required to upload the data regarding unpaid / unclaimed dividend for the last seven years.
The data regarding unpaid / unclaimed dividend for the year 2009-10, is uploaded on the website of the Company at www. electrotherm.com as well as website of the Investor Education and Protection Fund Authority, Ministry of Corporate Affairs (MCA) at www.iepf.gov.in.
In compliance with the above mentioned MCA Circulars and SEBI Circular, Notice of the 39[th] AGM, Annual Report and instruction for e-voting are being sent to the members through electronic mode whose email addresses are registered with the Company / Depository Participant(s). The copy of Notice of 39[th] AGM and Annual Report will also be available on the website of (i) the Company at www.electrotherm.com (ii) the BSE Limited (BSE) at www.bseindia.com and National Stock Exchange of India Limited (NSE) at www.nseindia.com and (iii) CDSL at www.evotngindia.com.
In compliance with the provisions Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI LODR Regulations, 2015 and above mentioned MCA Circulars, the members are provided with the facility to cast their vote by electronic means through the remote e-voting or through e-voting on the date of AGM, by using the platform provided by CDSL and the business may be transacted through such voting. The process for electronically voting is mentioned herein below.
The Voting rights of members shall be in proportion to their shares of the paid-up equity share capital in the Company as on cut-off date i.e. Wednesday, 03[rd] September, 2025.
Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as on cut-off date may cast vote after following the instructions for e-voting as provided in the Notice convening the Meeting, which is available on the website of the Company and CDSL. However, if you are already registered with CDSL for remote e-voting then you can use your existing User ID and password for casting your vote.
CS Arvind Gaudana, Senior Partner or failing him CS Bhavya Gaudana, Partner of M/s. Gaudana & Gaudana, Practising Company Secretary has been appointed as the Scrutinizer to scrutinize the electronically voting (remote e-voting or voting at AGM through electronically) process in a fair and transparent manner.
The Scrutinizer’s decision on the validity of the vote shall be final.
Once the vote on a resolution stated in this notice is cast by Member through remote e-voting, the Member shall not be allowed to change it subsequently and such vote cast through remote e-voting shall be treated as final. The Members who have cast their vote by remote e-voting may also attend the AGM through VC / OAVM, however such Member shall not be allowed to vote again during the AGM.
After completion of the scrutiny of the e-voting, the Scrutinizer will submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman of the AGM or a person authorised by the Chairman, within 2 working days of the conclusion of the AGM. The Chairman or a person authorised by him in writing shall declare the result of the voting forthwith.
The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.electrotherm. com. The Company shall simultaneously forward the result to BSE, NSE and CDSL.
The Resolutions shall be deemed to be passed on the date of the AGM conducted through VC / OAVM, subject to receipt of the requisite number of votes in favour of the Resolutions.
The AGM will be held through VC / OAVM in accordance with the MCA Circulars, the route map, proxy form and attendance slip are not attached to this Notice.
Members may please note that SEBI vide its Master Circular dated 07[th] May, 2024 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate share certificate; renewal / exchange of share certificate; endorsement; subdivision / splitting of share certificate; consolidation of share certificates / folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the forms which are available on the website of RTA i.e. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) at www.in.mpms.mufg.com. It may be noted that any service request can be processed only after the folio is KYC Compliant.
Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form only.

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NOTICE

SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their depository participants. Members holding shares in physical form are requested to submit their PAN details to the Company’s RTA.
As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. 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 website of RTA i.e. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) at www.in.mpms.mufg.com. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.

PROCESS AND MANNER FOR VOTING BY ELECTRONIC MEANS (E-VOTING):

The instructions for members for remote e-voting and e-voting during the AGM and joining the meeting through VC / OAVM are as under:

In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Amendment Rules, 2015 (‘Amended Rules 2015’) and Regulation 44 of SEBI LODR Regulations, 2015 and in terms of SEBI Master Circular dated 11[th] November, 2024 related to “E-voting facility provided by Listed Entities” and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India read with MCA Circulars and SEBI Circular, the Company is providing remote e-Voting facility to its Members in respect of the business as set forth in the accompanying Notice of AGM to be transacted at the 39[th] AGM and facility for those Members participating in the 39[th] AGM through VC / OAVM to cast vote through e-Voting during the 39[th] AGM through e-Voting services provided by CDSL.

The cut-off date for the purpose of remote e-voting and e-voting at the AGM shall be Wednesday, 03[rd] September, 2025. Please note that members can opt for only one mode of voting i.e. either by e-voting at the meeting or remote e-voting. If Members opt for remote e-voting, then they should not vote at the Meeting and vice versa. However, once an e-vote on a resolution is cast by a Member, such Member is not permitted to change it subsequently or cast the vote again.

The e-voting facility is available at the link www.evotngindia.com

(A) The instructions for shareholders for voting electronically: -

(i) The remote e-voting period begins on Sunday, 07[th] September, 2025 (9.00 a.m. IST) and ends on Tuesday,
09[th] September, 2025 (5.00 p.m. IST). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date of Wednesday, 03[rd] September, 2025, may cast their vote electronically. The e-voting shall not be allowed beyond the said time and date and e-voting module shall be disabled by CDSL for voting thereafter.
(ii) A person who is not a Member as on the cutoff date should treat this Notice of 39[th] AGM for information purpose only.
(iii) Shareholders who have casted their vote by remote e-voting prior to the meeting may also attend the meeting through VC / OAVM but shall not be entitled to cast their vote again.
(iv) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020 (updated as per Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024) read with SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 (“SEBI Circular”) and Regulation 44 of SEBI LODR Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders / retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1:- Access through Depositories CDSL / NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(v) In terms of SEBI Circular on e-Voting facility provided by Listed Companies, Individual shareholders holding shares in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

39[th] Annual Report 2024-25

NOTICE

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

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Type of Login Method
shareholders
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password.
Shareholders Option will be made available to reach e-Voting page without any further authentication. The users to
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Type of shareholders	Login Method
Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existng user id and password. Opton will be made available to reach e-Votng page without any further authentcaton. The users to
holding securites in demat mode with CDSL Depository	login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & My Easi New (Token) Tab. 2. Afer successful login the Easi / Easiest user will be able to see the e-Votng opton for eligible companies where the e-votng is in progress as per the informaton provided by company. On clicking the e-votng opton, the user will be able to see e-votng page of the e-votng service provider for castng your vote during the remote e-votng period or joining virtual meetng & e-votng during the meetng. Additonally, there is also links provided to access the system of all e-Votng Service Providers, so that the user can visit the e-votng service providers’ website directly. 3. If the user is not registered for Easi / Easiest, opton to register is available at CDSL websitewww.cdslindia. comand click on login & My Easi New (Token) Tab and then click on registraton opton. 4. Alternatvely, the user can directly access e-Votng page by providing Demat Account Number and PAN No. from an e-Votng link available onwww.cdslindia.comhome page. The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentcaton, user will be able to see the e-Votng opton where the evotng is in progress and also able to directlyaccess the system of all e-VotngService Providers.
Individual Shareholders holding securites 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:htps://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ secton. A new screen will open. You will have to enter your User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services. Click on “Access to e-Votng” under e-Votng services and you will be able to see e-Votng page. Click on company name or e-Votng service provider name and you will be re-directed to e-Votng service provider website for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng. 2. If the user is not registered for IDeAS e-Services, opton to register is available athtps://eservices. nsdl.com.Select “Register Online for IDeAS” Portal or click athtps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp 3. Visit the e-Votng website of NSDL. Open web browser by typing the following URL:htps://www.evotng. nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ secton. 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 Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name or e-Votng service provider name and you will be redirected to e-Votng service provider website for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng. 4. For OTP based login you can click onhtps://eservices.nsdl.com/SecureWeb/evotng/evotnglogin.jsp.You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verifcaton code and generate OTP. Enter the OTP received on registered email id / mobile number and click on login. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name or e-Votng service provider name and you will be re-directed to e-Votng service provider website for castng your vote duringthe remote e-Votng period orjoiningvirtual meetng& votngduringthe meetng.
Individual Shareholders (holding securites in demat mode) login through theirDepository Partcipants(DP)	You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL / CDSL for e-Votng facility. Afer Successful login, you will be able to see e-Votng opton. Once you click on e-Votng opton, you will be redirected to NSDL / CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. Click on company name or e-Votng service provider name and you will be redirected to e-Votng service provider website for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng.

39[th] Annual Report 2024-25

STATUTORY REPORTS FINANCIAL STATEMENTS 1 02-59 2 60-218

NOTICE

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

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Login type Helpdesk details
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL helpdesk by sending a
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	Login type Individual Shareholders holding securites in	Helpdesk details Members facing any technical issue in login can contact CDSL helpdesk by sending a
	Demat mode withCDSL	request [email protected] contact at toll free no. 1800 21 09911
	Individual Shareholders holding securites in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] 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 non-individual shareholders in demat mode.

(vi) Login method for e-Voting and joining virtual meeting for shareholders holding shares in physical mode and non-individual shareholders in demat mode.
1) The shareholders should log on to the e-voting website www.evotngindia.com
2) Click on “Shareholders” module.
3) Now enter your User ID
- (a) For CDSL: 16 digits beneficiary ID
- (b) For NSDL: 8 character DP ID followed by 8 digits Client ID
- (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.evotngindia.com and voted on an earlier 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:

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

PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company / Depository Partcipant are requested to use the sequence number sent by Company / RTA or contact Company / RTA.
Dividend Bank Details OR Date 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 feld.

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

(viii) Shareholders holding shares in physical form will then reach directly 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.

(ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(x) Click on the EVSN for ‘ELECTROTHERM (INDIA) LIMITED’.

(xi) 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.

39[th] Annual Report 2024-25

NOTICE

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.
(xiii) 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.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.
(xvi) 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.
(xvii) There is also an optional provision to upload Board Resolution / Power of Attorney (POA) if any uploaded, which will be made available to scrutinizer for verification.
(xviii) 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.evotngindia.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 [email protected].
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 depository account(s) / folio numbers on which they wish to vote.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of Non-Individual Shareholders / Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz. [email protected], 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:

The procedure for attending meeting & e-voting on the day of the AGM is same as the instructions mentioned above for e-voting.
The link for VC / OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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.
Shareholders are encouraged to join the meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to get any information on the accounts or operations of the Company or express their views / ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number / folio number, email id, mobile number at [email protected]. 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, mobile number at [email protected]. These queries will be replied to by the Company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.
Only those shareholders, who are present in the AGM through VC / OAVM facility and have not casted 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.
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

39[th] Annual Report 2024-25

STATUTORY REPORTS FINANCIAL STATEMENTS 02-59 2 60-218

NOTICE

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.:

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 i.e., sec@ electrotherm.com / [email protected].
For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).
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 e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evotng@ cdslindia.com or contact at toll free no. 1800 21 09911.

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

39[th] Annual Report 2024-25

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO. 3:

The Board of Directors of the Company at their Meeting held on 20[th] May, 2025, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. V. H. Savaliya & Associates, Cost Accountants (Membership No. 13867, FRN: 100346), Ahmedabad as Cost Auditor of the Company to conduct the audit of the cost accounting records of the Company for the financial year ending on 31[st] March, 2026 at a remuneration of Rs. 2,25,000/- (Rupees Two Lacs Twenty Five Thousand Only).

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company.

The resolution as set out at Item no. 3 of this Notice is accordingly recommended for your approval.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the accompanying Notice of the 39[th] AGM.

ITEM NO. 4:

As per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulation, 2015”), inter alia , provides that with effect from 1[st] April 2025, the Company is required to appoint a Practicing Company Secretary for not more than one term of five consecutive years or a firm of Practicing Company Secretaries as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of the members at its AGM and such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified under the SEBI LODR Regulations, 2015. Further, as per the said Regulation, any association of the individual or the firm as the Secretarial Auditor(s) of the Company before 31[st] March 2025 shall not be considered for the purpose of calculating the tenure of the Secretarial Auditor(s).

The Company has received consent letter, brief profile and eligibility certficate from M/s. Bharat Prajapati & Co. Practicing Company Secretaries, Ahmedabad (Membership No. FCS – 9416 & COP No. 10788), a peer reviewed firm (Peer Review Certificate No. 2367/2022) to act as Secretarial Auditor of the Company and confirm that they are qualified for the said appointment. The Board of Directors of the Company, at their Meeting held on 20[th] May, 2025, on the recommendation of the Audit Committee, approved the appointment of M/s. Bharat Prajapati & Co. Practicing Company Secretaries, Ahmedabad (Membership No. FCS – 9416 & COP No. 10788), a peer reviewed firm (Peer Review Certificate No. 2367/2022) as Secretarial Auditor of the Company to hold office for a period of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to approval of the Members, in the ensuring Annual General Meeting. Further, the

Board of Directors may decide remuneration in consultation with Secretarial Auditor in to such extent as may be mutually agreed.

The brief profle of M/s. Bharat Prajapat & Co. is as under:

Mr. Bharat Prajapati is Proprietor of M/s. Bharat Prajapati & Co. Mr. Bharat Prajapati is Fellow Member of Institute of Company Secretaries of India. He is having more than 13 years on experience in the field of Secretarial Due Diligence Audit as per requirements of Banks, Merger / Demerger / Joint Venture / Capital Restructuring and other Restructuring Assignments, Secretarial Audit, Various Certifications as per requirements of the Companies Act, 2013 and SEBI Regulations, Drafting of various Agreements / Memorandum of Understandings, Formation of Companies and Limited Liability Partnership, Liquidation / Winding up of Companies and Liaisoning with regulatory authorities and quasi-judicial authorities.

The resolution as set out at Item no. 4 of this Notice is accordingly recommended for your approval.

ITEM NO. 5:

Mr. Shailesh Bhandari (DIN: 00058866) was re-appointed as a Managing Director with effect from 1[st] February, 2023, for a period of 3 (three) years upto 31[st] January, 2026 with a monthly salary of Rs. 2,00,000/- (Rupees Two Lacs Only). Thereafter, he was redesignated as an Executive Vice Chairman with effect from 9[th] February, 2024 for the balance tenure of the appointment and entrusted with substantial powers of management of affairs of the entire Company except Engineering and Technologies Division of the Company. Further, in view of the default in repayment of loan and in absence of the approval of the bank or financial institutions, no remuneration has been paid to Mr. Shailesh Bhandari. The term of re-appointment of Mr. Shailesh Bhandari, Managing Director designated as Executive Vice Chairman will be completed on 30[th] January, 2026.

Further, as per provisions of Section 196 of the Companies Act, 2013, the appointment and remuneration payable to Managing Director shall be approved by the Board which shall be subject to approval of shareholders and such appointment shall not exceeding five years at a time. Further, no re-appointment shall be made earlier than one year before the expiry of his term.

As per provision of Section 196(3)(i) read with provisions of Part I(c) of Schedule – V of the Companies Act, 2013, no company shall appoint or continue the employment of any person as managing director, whole-time director or manager who is below the age of twenty-one years or has attained the age of seventy years: Provided that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person. Also, no further approval of the Central Government shall be necessary for such approval.

39[th] Annual Report 2024-25

STATUTORY REPORTS FINANCIAL STATEMENTS 02-59 2 60-218

ANNEXURE TO THE NOTICE

Provided further that where no such special resolution is passed but votes cast in favour of the motion exceed the votes, if any, cast against the motion and the Central Government is satisfied, on an application made by the Board, that such appointment is most beneficial to the company, the appointment of the person who has attained the age of seventy years may be made.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at their meeting held on 29[th] July, 2025, pursuant to the provisions of Section 196, 197, 200, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations, 2015”) (including any modification or re-enactment thereof for time being in force), the Memorandum and Articles of Association of the Company and such other approval as may be necessary, approved the re-appointment of Mr. Shailesh Bhandari (DIN: 00058866), as a Managing Director designated as an Executive Vice Chairman of the Company for a further period of five years commencing from 1[st] February, 2026 and concluding on 31[st] January, 2031, subject to approval of the shareholders of the Company in general meeting.

The Company has also received declaration from Mr. Shailesh Bhandari confirming that he is not disqualified from being appointed as a Director in terms of Section 164 and Schedule – V of the Companies Act, 2013, he has not been debarred or disqualified from being appointed or continuing as Director of any Companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs, or any such statutory authority. He has also given his consent to act as a Managing Director / Executive Vice Chairman of the Company.

Further, Mr. Shailesh Bhandari satisfies the conditions set out in Part-I of Schedule V to the Act and also conditions set out under Section 196(3) of the Companies Act, 2013 for being eligible for his re-appointment as a Managing Director designated as an Executive Vice Chairman.

The brief profle of Mr. Shailesh Bhandari is as under:

Mr. Shailesh Bhandari aged about 67 years, is B. Sc. (Economics). He is associated with the Company since its inception as its Director and he had contributed immensely to the growth of the business of the Company. His areas of responsibility are marketing and international business. He had developed a strong bond with national and international customers and gives highest priority to customer’s satisfaction. He had immensely contributed in designing and developing metallurgical equipment as import substitute. He closely supervises the marketing, banking & financial activities and government relationships of the Company. He was instrumental in revival of operations of the Company after the Company has incurred heavy losses since 2012. During these difficult times, he has initiated various cost effective measures by building relationship with suppliers for longer credit period, effective working capital utilization and advance from customers, and control of manpower cost by effective utilization etc. Thereafter, there was turnaround of operations and the financial results have been improved substantially.

Further, due to his business acumen and foresight, the Company was able to arrive at settlement at appropriate time with various lenders at sustainable level. The Company had entered into settlement terms with 18 out of 19 lenders / ARC / financial institutions including full repayment of settlement amounts to 10 (Ten) banks / financial institutions. Further, during June 2022, due to his continuous and persistent approach, the Company was able to arrive at settlement with Central Bank of India at appropriate time and came out of the clutches of the proposed Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Under his able leadership and guidance, the Company is hopeful to arrive at settlement with remaining one lender also. He had maintained cordial relationship with all the lenders, asset reconstruction companies, financial institutions and all the stakeholders for long term sustainability.

Mr. Shailesh Bhandari has led the marketing initiatives at Electrotherm over the last more than 38 years. He has been primarily responsible for building and sustaining a very strong and large customer base for various products of the Company. Due to his persistent approach towards brand identity, the Company was successful to penetrate the products of the Company at national and international level including recognition with various government organizations.

Further, Mr. Shailesh Bhandari, Executive Vice Chairman is father of Mr. Suraj Bhandari, Managing Director of the Company. He is also a one of the Promoter of the Company.

As per provisions of Section I of Part II of Schedule – V of the Companies Act, 2013, subject to the provisions of Section 197, a company having profits in a financial year may pay remuneration to a managerial person or persons or other director or Directors not exceeding the limits specified in such section.

Further, as per provisions of Section II of Part II of Schedule – V of the Companies Act, 2013, where in any financial year during the currency of tenure of a managerial person, or other director, a company has no profits or its profits are inadequate, it may, pay remuneration to the managerial person or other director not exceeding the higher of the limits as specified in para (A) and (B) of the said section II. Provided that the remuneration in excess of Iimits specified in said para (A) and (B) may be paid if the resolution passed by the shareholders is a special resolution.

As per Regulation 17(6)(e) of the SEBI LODR Regulations, 2015, the fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if (i) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity: Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director. The remuneration payable to Mr. Shailesh Bhandari, Executive Vice Chairman and other Managing Director and Whole Time Director may exceed the aggregate limit of 5% of net profit calculated as per provisions of Section 198 of the Companies Act, 2013.

39[th] Annual Report 2024-25

ANNEXURE TO THE NOTICE

Further, in view of the defaults in repayment of dues to the Banks / ARCs, Mr. Shailesh Bhandari has not been paid remuneration since 1[st] April, 2014.

Further, with regard to payment of remuneration to Mr. Shailesh Bhandari as an Executive Vice Chairman as proposed in the resolution, as per the provisions of Section 197(1) of the Companies Act, 2013, where the company has defaulted in payment of dues to any bank or public financial institution or any other secured creditor, the prior approval of the bank or public financial institution concerned or other secured creditor, as the case may, shall be obtained by the company before obtaining the approval in the general meeting. As the Company has defaulted in payment of dues to bank or financial institution, the remuneration to Mr. Shailesh Bhandari as an Executive Vice Chairman as proposed in the resolution will be paid after receipt of approval of the concerned banks or financial institutions or on cessation of default on amicable settlement with the concerned banks or financial institutions, without further approval from the shareholders.

The terms of re-appointment and remuneration proposed to be paid to Mr. Shailesh Bhandari is specified in the resolution.

Further, based on the leadership guidance, experience, expertise, his immense contribution to the growth of the Company and to steer the Company in the challenging times, the Nomination and Remuneration Committee recommended to re-appoint Mr. Shailesh Bhandari as a Managing Director designated as an Executive Vice Chairman for a period of 5 years commencing from 01[st] February, 2026 to 31[st] January, 2031, subject to approval of the Board of Directors and shareholders of the Company, as per term of re-appointment including remuneration as mentioned in proposed resolution.

Information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 regarding re-appointment of Mr. Shailesh Bhandari as a Managing Director designated as an Executive Vice Chairman is attached hereto.

As per the provisions of Section 196 and 197 read with Schedule V of the Companies Act, 2013, the appointment and remuneration of Managing Director shall be subject to approval by a resolution of the shareholders in general meeting. Further, Mr. Shailesh Bhandari will have attended the age of 70 years in the year 2028. Also, overall remuneration of Mr. Shailesh Bhandari and other Managing Director and Whole Time Director may exceed the limit as prescribed under Regulation 17(6)(e) of the SEBI LODR Regulations, 2015. As such, the Board recommends the special resolution as set out at item no. 5 for re-appointment of Mr. Shailesh Bhandari as a Managing Director designated as an Executive Vice Chairman for approval of the Shareholders.

The above along with resolution may be treated as a written memorandum setting out the terms of re-appointment and remuneration of Mr. Shailesh Bhandari as required under Section 190 of the Companies Act, 2013.

Mr. Shailesh Bhandari, Mr. Suraj Bhandari and their relatives may be deemed to be concerned or interested, financially or otherwise in the proposed resolution and none of the other Director(s), Key Managerial Personnel of the Company or their relatives are, in

any way, concerned or interested, financially or otherwise in the proposed resolution.

ITEM NO. 6:

Mr. Suraj Bhandari (DIN: 07296523) was re-appointed as a Wholetime Director with effect from 13[th] November, 2022 for a period of 3 (three) years upto 12[th] November, 2025 with a monthly salary of Rs. 1,50,000/- (Rupees One Lac Fifty Thousand Only). Thereafter, he was elevated and re-designated as a Managing Director with effect from 9[th] February, 2024 for the balance tenure of the appointment and entrusted with substantial powers of management to manage the affairs of ‘Engineering and Technologies Division’ of the Company. Further, in view of the default in repayment of loan and in absence of the approval of the bank or financial institutions, no remuneration has been paid to Mr. Suraj Bhandari. The term of reappointment of Mr. Suraj Bhandari as a Managing Director will be completed on 12[th] November, 2025.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at their meeting held on 29[th] July, 2025, pursuant to the provisions of Section 196, 197, 200, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations, 2015”) (including any modification or re-enactment thereof for time being in force), the Memorandum and Articles of Association of the Company and such other approval as may be necessary, approved the re-appointment of Mr. Suraj Bhandari (DIN: 07296523), as a Managing Director of the Company for a further period of five years commencing from 13[th] November, 2025 and concluding on 12[th] November, 2030, subject to approval of the shareholders of the Company in general meeting.

The Company has also received declaration from Mr. Suraj Bhandari confirming that he is not disqualified from being appointed as a Director in terms of Section 164 and Schedule – V of the Companies Act, 2013, he has not been debarred or disqualified from being appointed or continuing as Director of any Companies by the Securities and Exchange Board of India (SEBI), Ministry of

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Corporate Affairs, or any such statutory authority. He has also given his consent to act as a Managing Director of the Company.

Further, Mr. Suraj Bhandari satisfies the conditions set out in Part-I of Schedule V to the Act and also conditions set out under Section 196(3) of the Companies Act, 2013 for being eligible for his reappointment as a Managing Director.

The brief profle of Mr. Suraj Bhandari is as under:

Mr. Suraj Bhandari is aged 29 years and is Bachelor of Technology (Electrical and Electronics Engineering). Earlier, he was associated as Management Executive in Electrotherm (India) Limited for about more than 2 years and he was assisting as executive in various fields related to sales, marketing, production & planning in Engineering & Technologies Division before his appointment as a Whole-time Director with effect from 13[th] November, 2019. Further, during his association, he was also part of the team for getting order of first bullet caster in Gujarat region, commission of Ladle Refining Furnace (LRF) at Bellary and developing strategy for entering into new export markets for Engineering & Technologies Division. After his appointment as a Whole-time Director with effect from 13[th] November, 2019 and subsequent re-appointment in the year 2022, Mr. Suraj Bhandari oversees and involved in various functions related to sales, marketing, production & planning, finance, secretarial & legal and overall business administration and management of the Company. Thereafter, Mr. Suraj Bhandari has been elevated and redesignated as a Managing Director with effect from 9[th] February, 2024 for the balance tenure of the appointment and entrusted with substantial powers of management to manage the affairs of ‘Engineering and Technologies Division’ of the Company.

Further, Mr. Suraj Bhandari, Managing Director is son of Mr. Shailesh Bhandari, Executive Vice Chairman of the Company. He is also a member of Promoter Group of the Company.

shall be valid only till the expiry of the term of such director. The remuneration payable to Mr. Suraj Bhandari, Managing Director and other Managing Director and Whole Time Director may exceed the aggregate limit of 5% of net profit calculated as per provisions of Section 198 of the Companies Act, 2013.

Further, in view of the defaults in repayment of dues to the Banks / ARCs, Mr. Suraj Bhandari has not been paid remuneration since the date of his appointment of Whole Time Director i.e. 13[th] November, 2019.

Further, with regard to payment of remuneration to Mr. Suraj Bhandari as a Managing Director as proposed in the resolution, as per the provisions of Section 197(1) of the Companies Act, 2013, where the company has defaulted in payment of dues to any bank or public financial institution or any other secured creditor, the prior approval of the bank or public financial institution concerned or other secured creditor, as the case may, shall be obtained by the company before obtaining the approval in the general meeting. As the Company has defaulted in payment of dues to bank / financial institution, the remuneration to Mr. Suraj Bhandari as a Managing Director as proposed in the resolution will be paid after receipt of approval of the concerned banks or financial institutions or on cessation of default on amicable settlement with the concerned banks or financial institutions, without further approval from the shareholders.

The terms of re-appointment and remuneration proposed to be paid to Mr. Suraj Bhandari is specified in the resolution.

Further, based on the skill, experience, expertise, knowledge, valuable contribution to the growth of the Company, the Nomination and Remuneration Committee recommended to re-appoint Mr. Suraj Bhandari as a Managing Director for a period of 5 years commencing from 12[th] November, 2025 to 13[th] November, 2030, subject to approval of the Board of Directors and shareholders of the Company, as per term of re-appointment including remuneration as mentioned in proposed resolution.

Information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 regarding re-appointment of Mr. Suraj Bhandari as a Managing Director is attached hereto.

As per the provisions of Section 196 and 197 read with Schedule V of the Companies Act, 2013, the appointment and remuneration of Managing Director shall be subject to approval by a resolution of the shareholders in general meeting. Further, overall remuneration of Mr. Suraj Bhandari and other Managing Director and Whole Time Director may exceed the limit as prescribed under Regulation 17(6)(e) of the SEBI LODR Regulations, 2015. As such, the Board recommends the special resolution as set out at item no. 6 for re-appointment of Mr. Suraj Bhandari as a Managing Director for approval of the Shareholders.

The above along with resolution may be treated as a written memorandum setting out the terms of re-appointment and remuneration of Mr. Suraj Bhandari as required under Section 190 of the Companies Act, 2013.

Mr. Suraj Bhandari, Mr. Shailesh Bhandari and their relatives may be deemed to be concerned or interested, financially or otherwise

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in the proposed resolution and none of the other Director(s), Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise in the proposed resolution.

ITEM NO. 7:

At present the Authorised Share Capital of the Company comprising of Rs. 78,59,00,000 (Rupees Seventy Eight Crore Fifty Nine Lacs Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each, 2,50,00,000 (Two Crore Fifty Lacs) 6% Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each and 2,85,90,000 (Two Crore Eighty Five Lacs Ninety Thousand Only) Partially Convertible Partially Redeemable Preference Shares of Rs. 10 (Rupees Ten Only).

In terms of provisions of the Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, the reclassification of the Authorised Share Capital and any amendment in Memorandum of Association requires approval of the Members of the Company.

The Board of Directors of the Company, in their meeting held on 29[th] July, 2025, has approved the re-classification of Authorised Share Capital of the Company, subject to approval of the Shareholders of the Company, as 2,85,90,000 Partially Convertible Partially Redeemable Preference Shares of Rs. 10/- will be reclassified as Equity shares of Rs. 10/- each which may facilitate the Company to issue further equity shares without being required to increase additional Authorised Share Capital of the Company and consequential alteration in Clause V of the Memorandum of Association of the Company.

A draft copy of modified Memorandum of Association of the Company, incorporating proposed alteration in Clause V, is available for inspection by the Members of the Company electronically during the normal business hours on any working day of the Company, upto the date of the General Meeting.

The resolution as set out at Item no. 7 of this Notice is accordingly recommended for your approval.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested,

financially or otherwise, in the resolution set out at Item No. 7 of the accompanying Notice of the 39[th] AGM.

ITEM NO. 8:

As per Section 14 of the Companies Act, 2013, the alteration / amendment in Articles of Association of the Company is requires approval of the Members, by way of special resolution.

As per Article 109 of Articles of Association of the Company, Mr. Mukesh Bhandari is non-rotational Director. Mr. Mukesh Bhandari ceased to be a Director of the Company in September - 2024. As such, it is proposed to alter / amend existing Article 109 of the Articles of Association of the Company, in line of provisions of 152 of the Companies Act, 2013 as mentioned in the resolution.

A draft copy of modified Articles of Association of the Company, incorporating proposed alteration in Article 109, is available for inspection by the Members of the Company electronically during the normal business hours on any working day of the Company, upto the date of the General Meeting.

The resolution as set out at Item no. 8 of this Notice is accordingly recommended for your approval.

Mr. Shailesh Bhandari and their relatives may be deemed to be concerned or interested, financially or otherwise in the proposed resolution and none of the other Director(s), Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 8 of the accompanying Notice of the 39[th] AGM.

By Order of the Board of Directors For Electrotherm (India) Limited

Fageshkumar R. Soni Company Secretary Membership No. F8218

Registered Office:

A-1, Skylark Apartment, Satellite Road, Satellite, Ahmedabad – 380 015

Date : 29[th] July, 2025 Place: Palodia

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INFORMATION REQUIRED UNDER REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 WITH RESPECT TO THE APPOINTMENT / RE-APPOINTMENT OF A DIRECTOR:

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Name of Director Mr. Shailesh Bhandari Mr. Suraj Bhandari
Director 00058866 07296523
Identification
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Name of Director	Mr. Shailesh Bhandari	Mr. Suraj Bhandari
Director Identfcaton	00058866	07296523
Number(DIN)
Age	01/07/1958(67years)	30/10/1995(29years)
Date of First Appointment on the Board	26/08/1989	13/11/2019
Qualifcaton	B.Sc.(Economics)	B. Tech(Electrical and Electronics Engineering)
Experience / Expertse in functonal areas	Mr. Shailesh Bhandari aged about 67 years, is B. Sc. (Economics). He is associated with the Company since its incepton as its Director and he had contributed immensely to the growth of the business of the Company. His areas of responsibility are marketng and internatonal business. He had developed a strong bond with natonal and internatonal customers and gives highest priority to customer’s satsfacton. He had immensely contributed in designing and developing metallurgical equipment as import substtute. He closely supervises the marketng, banking & fnancial actvites and government relatonships of the Company. He was instrumental in revival of operatons of the Company afer the Company has incurred heavy losses since 2012. During these difcult tmes, he has initated various cost efectve measures by building relatonship with suppliers for longer credit period, efectve working capital utlizaton and advance from customers, and control of manpower cost by efectve utlizaton etc. Thereafer, there was turnaround of operatons and the fnancial results have been improved substantally. Further, due to his business acumen and foresight, the Company was able to arrive at setlement at appropriate tme with various lenders at sustainable level. The Company had entered into setlement terms with 18 out of 19 lenders / ARC / fnancial insttutons including full repayment of setlement amounts to 10 (Ten) banks / fnancial insttutons. Further, during June 2022, due to his contnuous and persistent approach, the Company was able to arrive at setlement with Central Bank of India at appropriate tme and came out of the clutches of the proposed Corporate Insolvency Resoluton Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Under his able leadership and guidance, the Company is hopeful to arrive at setlement with remaining one lender also. He had maintained cordial relatonship with all the lenders, asset reconstructon companies, fnancial insttutons and all the stakeholders for longterm sustainability.	Mr. Suraj Bhandari was earlier associated as Management Executve in Electrotherm (India) Limited for about more than 2 years and he was assistng as executve in various felds related to sales, marketng, producton & planning in Engineering & Technologies Division before his appointment as a Whole- tme Director w.e.f. 13thNovember, 2019. Further, during his associaton, he was also part of the team for getng order of frst bullet caster in Gujarat region, commission of Ladle Refning Furnace (LRF) at Bellary and developing strategy for entering into new export markets for Engineering & Technologies Division. Afer his appointment as a Whole-tme Director w.e.f. 13thNovember, 2019 and subsequent re-appointment in the year 2022, Mr. Suraj Bhandari oversees and involved in various functons related to sales, marketng, producton & planning, fnance, secretarial & legal and overall business administraton and management of the Company. Thereafer, he has been elevated and re- designated as a Managing Director with efect from 9thFebruary, 2024 for the balance tenure of the appointment upto 12thNovember, 2025 and entrusted with substantal powers of management to manage the afairs of ‘Engineering and Technologies Division’ of the Company.

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Experience / Expertse in functonal areas	Mr. Shailesh Bhandari has led the marketng initatves at Electrotherm over the last more than 38 years. He has been primarily responsible for building and sustaining a very strong and large customer base for various products of the Company. Due to his persistent approach towards brand identty, the Company was successful to penetrate the products of the Company at natonal and internatonal level including recogniton with various government organizatons. Further, Mr. Shailesh Bhandari, Managing Director has been re-designated as an Executve Vice Chairman with efect from 9thFebruary, 2024 for the balance tenure of the appointment upto 31stJanuary, 2026 and entrusted with substantal powers of management of afairs of the entre Company except Engineering and Technologies Division of the Company.
Terms and conditons of appointment / re- appointment	Retre by rotaton at 39thAGM and being eligible ofers himself for re-appointment. Re-appointment as a Managing Director designated as an Executve Vice Chairman for a further period of fve years commencing from 1stFebruary, 2026 and concludingon 31stJanuary,2031	Re-appointment as a Managing Director for a further period of fve years commencing from 13thNovember, 2025 and concluding on 12th November, 2030
Remuneraton sought to be paid and the remuneraton last drawn	No Remuneraton has been paid during last year. Further, based on the recommendaton of Nominaton and Remuneraton Commitee, the remuneraton proposed by Board of Directors is as mentoned in the resoluton as set out at item no. 5, subject to the approval of Bank and Financial Insttuton.	No Remuneraton has been paid during last year. Further, based on the recommendaton of Nominaton and Remuneraton Commitee, the remuneraton proposed by Board of Directors is as mentoned in the resoluton as set out at item no. 5, subject to the approval of Bank and Financial Insttuton.
No. of Shares held in the Company	8,48,275 Equity Shares	81,100 Equity Shares
Relatonship with other Directors, Manager and other KMP	He is father of Mr. Suraj Bhandari, Managing Director of the Company	He is son of Mr. Shailesh Bhandari, Executve Vice Chairman of the Company
Number of Meetngs of the Board held and atended during theyear	4/4	4/4
Directorships held in other companies	1. Electrotherm Engineering & Projects Limited 2. Hans Ispat Limited 3. Electrotherm Services Limited 4. Shree Ram Electro Cast Limited 5. Western India Speciality Hospital Limited 6. E-Moton Power Limited 7. EIL Hospitality Private Limited 8. EIL Sofware Services Ofshore Private Limited 9. Indus Elec-Trans Private Limited 10. EIL Technology Private Limited 11. Adroit Trading and Investment Company 12. Jayshri Petro-Yarn Private Limited 13. Electrotherm Foundaton 14. Federaton of Kutch Industries Associatons	1. Western India Speciality Hospital Limited
Membership / Chairmanship of commitees of other public companies (excluding foreign companies and Secton 8 companies)	None	None

39[th] Annual Report 2024-25

AI assistant

Electrotherm (India) Ltd — AGM Information 2025

62329_rns_2025-08-14_4e824750-5a74-4716-b3a1-ae02facf90f3.pdf

Sub: Submission of Notice of 39[th] Annual General Meeting

ELECTROTHERM (India) Limited

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

5. To re-appoint Mr. Shailesh Bhandari (DIN: 00058866) as a Managing Director designated as an Executive Vice Chairman of the Company:

NOTICE

I. REMUNERATION:

(B) PERQUISITES:

(C) MINIMUM SALARY:

II. POWERS:

III. SITTING FEES:

IV. RETIREMENT BY ROTATION:

6. To re-appoint Mr. Suraj Bhandari (DIN: 07296523) as a Managing Director of the Company:

(B) PERQUISITES:

NOTICE

(C) MINIMUM SALARY:

II. POWERS:

III. SITTING FEES:

IV. RETIREMENT BY ROTATION:

7. Reclassification of Authorised Share Capital and consequent alteration of Memorandum of Association of the Company:

8. Alteration of Articles of Association of the Company:

NOTICE

By Order of the Board of Directors For Electrotherm (India) Limited

Registered Office:

NOTES:

NOTICE

NOTICE

PROCESS AND MANNER FOR VOTING BY ELECTRONIC MEANS (E-VOTING):

The instructions for members for remote e-voting and e-voting during the AGM and joining the meeting through VC / OAVM are as under:

(A) The instructions for shareholders for voting electronically: -

NOTICE

NOTICE

NOTICE

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

NOTICE

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

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO. 3:

ITEM NO. 4:

ITEM NO. 5:

ANNEXURE TO THE NOTICE

ANNEXURE TO THE NOTICE

ITEM NO. 6:

ANNEXURE TO THE NOTICE

ANNEXURE TO THE NOTICE

ITEM NO. 7:

ITEM NO. 8:

Registered Office:

ANNEXURE TO THE NOTICE

ANNEXURE TO THE NOTICE

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Electrotherm (India) Ltd AGM Information 2025