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Epigral Limited Proxy Solicitation & Information Statement 2025

Apr 15, 2025

59342_rns_2025-04-15_0caa0772-359f-48ba-a15f-b152dfb300fa.pdf

Proxy Solicitation & Information Statement

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15.04.2025

To, National Stock Exchange of India Limited BSE Limited “Exchange Plaza”, Floor- 25, P J Tower, Bandra-Kurla Complex, Dalal Street, Bandra (East) Mumbai 400 051 Mumbai 400 001 SYMBOL:- EPIGRAL Scrip Code: 543332

Dear Sirs,

Sub.: Postal Ballot Notice — Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

In terms of Regulation 30 of the Listing Regulations, we enclose herewith Postal Ballot Notice together with the Explanatory Statement, seeking approval of the members of the Company.

Further, in compliance with various circulars issued by Ministry of Corporate Affairs from time to time, the postal ballot notice is being sent in electronic form only to those members who have registered their email address with the Company / Registrar & Share Transfer Agent i.e. MUFG Intime India Private Limited (‘MUFG Intime’) or with their Depository Participant(s) (‘DPs’) and whose names appear in the Register of Members/Register of Beneficial Owners as received from the Depositories as on Friday, 11[th] April, 2025 (“cut-off date”).

The Company has engaged the services of MUFG Intime India Private Limited (“MUFG Intime”) to provide e-voting facility to its Members.

The e-voting period commences from 9.00 a.m. (IST) on Wednesday, 16[th] April, 2025 and ends at 5.00 p.m. (IST) on Thursday, 15[th] May, 2025.

You are requested to kindly take the same on record.

Thanking You,

Yours faithfully,

For Epigral Limited

(formerly known as ‘Meghmani Finechem Limited’)

GAURANG Digitally signed by GAURANG GHANSHYAM GHANSHYAM TRIVEDI Date: 2025.04.15 12:25:28 TRIVEDI +05'30'

Gaurang Trivedi Company Secretary and Compliance Officer M. No. 22307

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Epigral Limited

(formerly known as Meghmani Finechem Limited)

Epigral Tower, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India. Phone No.: +91-79-7176 1000; +91-79-29709600; Website: www.epigral.com; Email: [email protected]

POSTAL BALLOT NOTICE

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

Dear Members,

NOTICE is hereby given pursuant to provisions Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (the “Act”), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standards issued by the Institute of Company Secretaries of India on General Meeting (“SS-2”) and the relaxations and clarifications issued by Ministry of Corporate Affairs (‘MCA’) vide General Circular No. 09/2024 dated 19[th] September, 2024 (in continuation to the circulars issued earlier in this regard) and subsequent circulars issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as the “MCA Circulars”) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time) for seeking approval of the Members of Epigral Limited (the “Company”)} for the business set out hereunder through Postal Ballot by remote e-voting (“Postal Ballot/ e-Voting”).

The Explanatory Statement pursuant to Sections 102 of the Act pertaining the Special Resolution setting out the material facts concerning the same and the reasons thereof forms part of this Postal Ballot notice.

The Board of Directors of the Company (the “Board has appointed CS Utkarsh Shah of M/s. Utkarsh Shah & Co., Practising Company Secretary, Ahmedabad (Membership No. FCS 12526; COP No.26241), to act as the Scrutinizer for conducting the Postal Ballot through e-Voting process in a fair and transparent manner.

Pursuant to provisions of the Act and the SEBI Listing Regulations, the Company has engaged services of MUFG Intime India Private Limited (“MUFG Intime”) to provide e-Voting facility for its Members.

The remote E-voting facility shall commence from Wednesday, 16[th] April, 2025 at 09.00 a.m. and concludes on Thursday, 15[th] May, 2025 at 05.00 p.m . E-Voting module shall be disabled by MUFG Intime for voting thereafter.

You are requested to peruse the proposed resolution along with the explanatory statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company not later than 5:00 p.m. on Thursday, 15[th] May, 2025, failing which it will be strictly considered that no reply has been received from the Member. Members desiring to exercise their votes are requested to carefully read the instructions in the Notes under the section “Instructions for Remote e-Voting” provided in the Notes to this Postal Ballot notice.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice. The communication of the assent or dissent of the Members would only take place through the remote e-Voting system.

The Scrutinizer will submit his report to the Chairman of the Company and, in his absence, any person of the Company duly authorised by the Chairman, after completion of scrutiny of Postal Ballots in a fair and transparent manner. The results of voting shall be declared within two working days from the conclusion of the Postal Ballot i.e. on or before Monday, 19[th] May, 2025 and will be displayed along with the Scrutinizer’s Report at the Registered Office of the Company, communicated to the Stock Exchanges (NSE and BSE) and would also be uploaded on the Company's website: www.epigral.com.

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The resolutions, if approved by the requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. Thursday, 15[th] May, 2025, in terms of the Secretarial Standards on General Meeting (SS2) issued by the Institute of Company Secretaries of India.

SPECIAL BUSINESS:

Appointment of Ms. Priyanka Agarwal Chopra (DIN: 10011547) as a Non-Executive Independent Woman 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 provisions of Section 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Ms. Priyanka Agarwal Chopra (DIN: 10011547), who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Non Executive Independent Woman Director of the Company to hold office for a period of 5 (five) years from 28[th] February, 2025 to 27[th] February, 2030 (both days inclusive) and that she shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company, be and are hereby severally authorized 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 including filing of forms / documents with appropriate authorities.”

By order of the Board of Director of Epigral Limited

Sd/-

Gaurang Trivedi Company Secretary and Compliance Officer Membership No. A22307

Date: 12.04.2025 Place: Ahmedabad

Registered Office: Epigral Tower, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India.

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NOTES

  1. In compliance with the MCA Circulars, the Notice of the Postal Ballot is being sent by electronic mode only to those members whose names appears in the Register of Members / List of Beneficial Owners maintained by the Company or its Registrar and Transfer Agent i.e. Link Intime India Private Limited (‘RTA’) or Depositories as at close of business hours on Friday, 11[th] April, 2025 (the ‘Cut-off date’) and whose e-mail IDs are registered with the Company or its RTA or with the Depository Participants (DPs) as on the Cut-off date. As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

  2. Members may note that the Notice is available on the Company’s website at www.epigral.com, website of the Stock Exchanges i.e. National Stock Exchange of India Limited (NSE) at www.nseindia.com, BSE Limited (BSE) at www.bseindia.com, respectively, and also on the website of e-Voting service provider i.e. MUFG Intime India Private Limited (“MUFG Intime”), e-Voting website at https://instavote.linkintime.co.in.

  3. In case of Member(s) who have not registered their e-mail IDs, are requested to please follow instructions at Point No. 6 to register their e-mail IDs for obtaining notice of postal ballot and login details of e-voting.

  4. Members holding shares in demat form can get their e-mail IDs registered with their Depository Participants or by sending e-mail to [email protected].

  5. Members whose names appears in the Register of Members/ List of Beneficial Owners as on the cut-off date i.e. Friday, 11[th] April, 2025 are eligible to vote on the resolution set forth in this Notice. A person who is not a member as on the cut-off date should treat this notice for information purpose only.

6. INSTRUCTIONS FOR REMOTE E-VOTING:

  • A. The e-voting period Wednesday, 16[th] April, 2025 at 09.00 a.m. and concludes on Thursday, 15[th] May, 2025 at 05.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 11[th] April, 2025 the cut-off date (record date) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • B. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

  • C. In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024, shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id correctly in their demat accounts to access remote e-Voting facility.

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

1. Individual Shareholders holding securities in demat mode with NSDL:

A. If registered with NSDL IDeAS facility

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

  • c) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website for casting the vote during the remote e-voting period.

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In case user has not registered for NSDL IDeAS facility, please follow the below steps:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided with Login ID and password.

  • d) After successful login, click on “Access to e-voting”.

  • e) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website for casting the vote during the remote e-voting period.

B. By directly visiting the e-voting website of NSDL:

  • a) Visit URL: https://www.evoting.nsdl.com/

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

  • e) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website for casting the vote during the remote e-voting period.

2. Individual Shareholders holding securities in demat mode with CDSL:

A. If registered/ opted for with CDSL Easi/Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasinew/home/login or www.cdslindia.com.

  • b) Click on New System Myeasi

  • c) Login with user id and password

  • d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., MUFG Intime, for voting during the remote e-voting period.

  • e) Click on “Link InTime/ MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

In case users has not registered for CDSL Easi/Easiest facility, please follow the below steps:

  • a) To register, visit URL: https://web.cdslindia.com/myeasinew/Registration/EasiRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided Login ID and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “Link InTime/ MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website for casting the vote during the remote e-voting period.

B. By directly visiting the e-voting website of CDSL.

  • a) Visit URL: https://www.cdslindia.com/

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “Link InTime/ MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website for casting the vote during the remote e-voting period.

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3. Individual Shareholders holding securities in demat mode with Depository Participant:

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

  • a) Login to DP website

  • b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

  • c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

  • d) After successful authentication, click on “Link InTime/ MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website for casting the vote during the remote e-voting period.

II. Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Step 1: Registration Process for e-Voting facility of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) is given as under:

  1. Visit URL: https://instavote.linkintime.co.in

  2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

  3. A. User ID:

  4. Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN:

  • Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

  • Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Enter your Bank Account Number (last four digits), as recorded with your DP/ Company. Number:

  • Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio

  • number in ‘D’ above

  • Shareholders holding shares in NSDL form , shall provide ‘D’ above

  • Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter). Enter

  • Image Verification (CAPTCHA) Code.

  • Click “ Submit ” (You have now registered on InstaVote).

Step 2: Shareholders who have registered for INSTAVOTE facility:

  • a) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

  • D. Click “Submit”

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Step 3: Process to cast your vote electronically upon registration

  1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .

  2. E-voting page will appear.

  3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

III. Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

  • f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • a. ‘Investor ID’ -

    • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

  • b. ‘Investor’s Name - Enter full name of the entity.

  • c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

  • d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

  • d) Click on Submit button and investor will be mapped now.

  • e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods; once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on ‘Votes Entry’ tab under the Menu section.

  • c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

  • d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

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  • e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).

  • f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

  • g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD:

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) You will be able to see the notification for e-voting in inbox.

  • c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.

  • d) Download sample vote file from ‘Download Sample Vote File’ option.

  • e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload

  • Vote File’ option.

  • f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

A. Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders

holding securities in demat mode:

Shareholders facing any technical issue in login may contact MUFG Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

B. Helpdesk for Individual Shareholders holding securities in demat mode:

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

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with NSDL

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
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request [email protected] contact at
toll free no. 1800 22 55 33

Forgot Password:

A. Individual shareholders holding securities in physical form / Non-Individual Shareholders holding securities in demat mode who have forgotten their password:

If an Individual shareholder holding securities in physical form / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website at https://instavote.linkintime.co.in

  • Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

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

  • User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

  • User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

  • User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

B. Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

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

  • Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

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

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

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participant’s website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

  • D. Mr. Rajiv Ranjan, Assistant Vice President - e-voting, MUFG lntime India Pvt. Ltd., Address: C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083, Contact no.: +91 22 49186000, email id: [email protected], is responsible for addressing the grievances connected with facility for voting by electronic means.

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EXPLANATORY STATEMENT

Pursuant to the provisions of Section 102 of the Companies Act, 2013 & Rules framed thereunder

Appointment of Ms. Priyanka Agarwal Chopra (DIN: 10011547) as a Non-Executive Independent Woman Director of the Company.

The Board, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Ms. Priyanka Agarwal Chopra (DIN: 10011547) as a Non-Executive Independent Woman Director (Additional Director) on the Board of the Company for a period of 5 (five) years from 28[th] February, 2025, not liable to retire by rotation.

In the opinion of the Board, Ms. Priyanka Agarwal Chopra fulfils the conditions for appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations and is independent of the management. She is not debarred from holding the office of Director by virtue of any Order passed by SEBI or any such authority and is eligible to be appointed as a Director in terms of Section 164 of the Act. She has also given her consent to act as a Director. The Company has also received declaration from her that she meets the criteria for independence as prescribed under Section 149(6) of the Act read with rules framed thereunder and Regulation 25(8) of the SEBI Listing Regulations, 2015.

The Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director of the Company.

Ms. Priyanka Agarwal Chopra shall be paid sitting fee for attending the meetings of the Board or Committees thereof, reimbursement of expenses for participating in the Board and other meetings, as may be decided by the Board of Directors, from time to time.

Copy of the draft letter of appointment of Ms. Priyanka Agarwal Chopra setting out the terms and conditions of appointment is available for inspection.

The profile and other relevant information as required under the Act, the SEBI Listing Regulations, and the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India are provided in the ‘Annexure’ to this Postal Ballot notice.

In accordance with the provisions of Section 149 of the Act read with Regulations 17(1C) and 25 of SEBI Listing Regulations, 2015, the Company is required to obtain approval of members by way of a special resolution for appointment of an Independent Director at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Ms. Priyanka Agarwal Chopra requires the approval of the members of the Company by way of a special resolution by 27[th] May, 2025.

The Board of Directors of the Company recommends the Special Resolution as set out in this Postal Ballot notice for the approval of the Members.

Other than Ms. Priyanka Agarwal Chopra, to whom the resolution relates, and her relatives, none of the Directors, Key Managerial Personnel, or their relatives are in any way, concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the proposed Special Resolution as set out in this Postal Ballot notice.

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ANNEXURE

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard – 2 on General Meetings]

Name Ms. Priyanka Agarwal Chopra
Age 48years
Qualification MBA from the Wharton School (University of Pennsylvania)
M.S. in Electrical Engineeringfrom the Georgia Institute of Technology
Brief Resume / Experience Ms. Priyanka Agarwal Chopra is the Chief Executive Officer and Managing
Partner at IIMA Ventures (formerly IIMA-CIIE) and a Venture Partner at Bharat
Innovation Fund. She has also served on the Venture Capital Sector Council
at the Indian Venture and Alternate Capital Association (IVCA).
She has 12+ years of experience in investing, advising and engaging with
early stage companies. At IIMA Ventures, she has designed, created and led
several leading-edge regional and national startup scouting and support
focused programs and helped build out IIMA Venture’s seed stage portfolio
in sectors such as consumer internet, enterprise tech and financial services.
Prior to IIMA Ventures, she has spent 10 years working in the high-tech
industry with Sun Microsystems and IBM in a variety of design, engineering
and strategy roles, and in the social impact space with Piramal Sarvajal,
seeking to provide access to clean drinking water to India's underserved
usingtechnologyand communityengagement.
Nature
of
expertise
in
specific
functional areas
Strategic and Project Planning, Management Consulting, Start-Ups, Product
Development & Management,Financial Planning,Technological Innovations.
Terms & Conditions of appointment
along with details of remuneration
sought to bepaid
As per the resolution read with explanatory statement set out in this Postal
Ballot notice.
Date of First Appointment on the Board 28.02.2025
Number of Meetings of the Board
attended during2024-25
Nil
Shareholding in the company as on
the date of this Postal Ballot notice
(includingas a beneficial owner)
Nil
Inter-se relationships between
• Directors
• KeyManagerial Personnel(KMP)
Ms. Priyanka Agarwal Chopra is not related to any Director / KMP of the
Company
Directorships in other companies as
on the date of this Postal Ballot notice
1. Harsha Engineers International Limited
2. Sprinter Ventures LLP
Chairmanship / Membership of the
Committees of Other Board
1. Harsha Engineers International Limited
Nomination and Remuneration Committee - Member
Name of the listed Entities from which
he resigned in thepast 3years
Nil

By order of the Board of Director

of Epigral Limited

Sd/Gaurang Trivedi Company Secretary and Compliance Officer Membership No. A22307

Date: 12.04.2025 Place: Ahmedabad

Registered Office: Epigral Tower, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India.

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