Euro Panel Products Limited — Proxy Solicitation & Information Statement 2025

Jan 20, 2025

January 20, 2025

To, The Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, C ‐1, Block‐G, Bandra, Mumbai‐ 400051, Bandra Kurla Complex, Bandra (East) Mumbai‐ 400 051.

SYMBOL: EUROBOND

SUB.: POSTAL BALLOT NOTICE.

Dear Sir/Madam,

We hereby enclose a copy of Postal Ballot Notice dated January 20, 2025, together with the Explanatory Statement which will be sent to all the Members whose names appear on the Registrar of Members/ List of Beneficial Owner as on the cutoff date i.e., Wednesday, January 15, 2025 seeking their consent, by way of special resolutions ‐

Resolution No.1: To Approve Migration from National Stock Exchange of India Limited Emerge Platform to National Stock Exchange of India Limited Main Board.

Resolution No.2: Direct Listing from National Stock Exchange of India Limited Emerge Platform to BSE Limited Main Board

The Company has engaged the services of NSDL for providing e‐voting facility to the Members. The voting through postal Ballot and e‐voting will commence at 9:00 AM (IST) on Wednesday, January 22, 2025 and shall end at 5:00 PM (IST) on Thursday, February 20, 2025 (both days inclusive).

The results of the postal ballot will be declared on Friday, February 21, 2025.

The same will be available on Company's Website at www.eurobondacp.com

You are requested to take the above on record and oblige the same.

Thanking you,

Yours Faithfully,

For Euro Panel Products Limited

Digitally signed by RAJESH NANALAL SHAH DN: c=IN, o=EURO PANEL PRODUCTS LIMITED, ou=Euro Panel Products RAJESH Limited, 2.5.4.20=071b5f09430862fd430480f27881f6e8f8b76d295a2aacd9f9333 7536c9e67ee, postalCode=396120, st=GUJARAT, serialNumber=48fcaf3b92d8abc13af20e404683a0fbe721033b01b2c7e6 NANALAL SHAH 7f2ad3b0e4562d42, cn=RAJESH NANALAL SHAH Date: 2025.01.20 18:32:16 +05'30' Rajesh Nanalal Shah Managing Director DIN No: 02038392

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POSTAL BALLOT NOTICE

PURSUANT TO SECTION 108 AND 110 OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 20I4, REGULATIONS 44 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMIENTS) REGULATIONS, 2015 AND GENERAL CIRCULAR NO. 10/2021 DATED JUNE 23, 2021 AND GENERAL CIRCULAR NO. 20/2021 DATED DECEMBER 8, 2021 ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS (“MCA”) SECRETARIAL STANDARD ON GENERAL MEETINGS (“SS-2”) ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE).

To,

The Members of the Company.

Notice is hereby given that pursuant to section 108 and 110 and other applicable provisions if any, of the companies Act, 2013 (hereinafter referred to as “the Act”) read with Companies (Management and Administration) Rules, 2014, read with the General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 including General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2023, issued by the Ministry of Corporate Affairs (“MCA”)(hereinafter collectively referred to as “MCA Circulars”), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable laws and regulations (including any statutory modification or reenactment thereof for the time being in force) as amended from time to time, that the resolution appended are proposed to be passed as special resolution through Postal Ballot (“only through Remote E-voting”).

The Explanatory Statement pertaining to the said resolution setting out the material facts and the reason for proposing the same is annexed for your consideration and approval.

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting facility. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the CA 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The members can vote on resolutions through remote e-voting facility only. Assent or dissent of the members on the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.

The Board of Directors of the Company, at its meeting held on Friday, January 10, 2025 has appointed Ms. Kala Agarwal, Practicing Company Secretary, Membership number 5976, Certificate of Practice number 5356, Proprietor of Practicing Company Secretary Kala Agarwal as Scrutinizer for conducting the Postal Ballot (“only through Remote E-voting”) in a fair and transparent manner.

The Scrutinizer after completion of the scrutiny will submit her report to the Chairman of the Company. Thereafter the results of the postal ballot would be announced by the Chairman or the Company Secretary of the Company on or before Thursday, February 20, 2025 at the Registered office of the Company. The aforesaid result would be displayed at the Registered office of the Company, intimated to the stock exchange where the shares of the company are listed and displayed along with the scrutinizer’s report on the company’s website viz www.eurobondacp.com.

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The resolution, if approved shall be deemed to have been passed on the last date specified by the Company for receipt of Votes i.e. Thursday, February 20, 2025.

SPECIAL BUSINESS:

Item No 1 - Migration of Listing / Trading of Equity Shares of the Company from SME Platform (Emerge) of National Stock Exchange of India Limited (NSE) to Main Board of NSE:

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 Regulation 277 of Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 as applicable, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 & other applicable provisions, if any of the Companies Act, 2013 read with underlying Rules and Regulations as notified by MCA (including any statutory modifications or re-enactment thereof for the time being in force) and subject to consent / approval of applicable regulatory authorities, consent of the Members be and is hereby accorded for purpose of Migration of Equity Shares of the Company’s which are currently listed on Emerge Platform of National Stock Exchange of India Limited to Main Board of the National Stock Exchange of India Limited and upon Migration the said Equity Shares be get listed and traded on the capital segment (main Board) of NSE, from the date of approval of Migration / getting listed and admitted to be dealt on NSE main Board as and when the Company is eligible for the same and to follow such procedures as specified by SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, stock exchange and other applicable regulations notified by SEBI, as amended from time to time, to give effect to the above said resolution.

RESOLVED FURTHER THAT the Chairman of the Company or any Director or the Company Secretary of the Company be and are hereby severally authorized to deal with Government or semi-government authorities or any other concerned intermediaries including but not limited to National Stock Exchange of India Limited, Securities and Exchange Board of India, Registrar of Companies, and to any other authorities to apply, modify, rectify and submit any applications and / or related documents on behalf of the Company for the purpose of migration of the Company's present listing from Emerge Platform of National Stock Exchange of India Limited to the Main Board of National Stock Exchange of India Limited.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorized to do all such acts, deeds matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions and to settle any question, difficulties or doubts that may arises in this regard and accede to such modification and alteration to aforesaid resolution as may be suggested by National Stock Exchange of India Limited (NSE) or such other authority without requiring Board to secure any further consent or approval of member of company”.

ITEM NO. 2 - Direct Listing on Main Board Platform of BSE Limited (BSE).

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 BSE norms for direct listing on main board platform of BSE Limited without IPO and subject to the applicable Laws and by-laws and rules and regulations of BSE and subject to the approval of any statutory authorities, the consent of the members of the Company be and is hereby accorded for Direct listing on Main Board of BSE Limited pursuant to migration from Emerge Platform of NSE to Main Board of NSE.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby authorized jointly and / or severally to deal with any Government or semi government authorities

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or any other concerned intermediaries including but not limited to Bombay Stock Exchange of India Limited., Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of Direct listing on Main Board of BSE Limited pursuant to migration from Emerge Platform of NSE to Main Board of NSE.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorized to do all such acts, deeds matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions and to settle any question, difficulties or doubts that may arises in this regard and accede to such modification and alteration to aforesaid resolution as may be suggested by BSE Limited (BSE) or such other authority without requiring Board to secure any further consent or approval of member of company”.

Note: In accordance with Regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the below mentioned resolution shall be acted upon if and only if the votes cast by Shareholders other than Promoters in favor of the proposal amount to at least two times the number of votes cast by Shareholders other than Promoter shareholders against the proposal.

By Order of the Board of Directors

Sd/-

Sonal Dharmin Desai Company Secretary and Compliance Officer Membership Number. - 63902

Place: Mumbai Date: January 10, 2025

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Notes:

1. The statement pursuant to Sections 102 and 110 of the Companies Act, 2013 stating all material facts and the reason for the proposals is annexed herewith.

2. A copy of this Postal Ballot Notice also be available on the Company's website https://www.eurobondacp.com/investor-relations, website of the Stock Exchange i.e., National Stock Exchange of India Limited at www.nseindia.com and is also available on the website of NSDL (agency for providing the Remote e-Voting facility) through www.evoting.nsdl.com .

3. Person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the Cut-off Date, i.e., Wednesday, January 15, 2025, only shall be entitled to avail the facility of e-voting. A person who is not member on Cut-off date should treat this notice for information purpose only.

4. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date i.e., Wednesday, January 15, 2025.

5. The e-voting period begins on Wednesday, January 22, 2025 and ends on Thursday, February 20, 2025. 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, January 15, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

Some of the important details regarding the e-voting facility are provided below:

Some of the important details regarding the e-voting	facility are provided below:
Cut-off date for determining the Members entitled to vote through e-voting	Wednesday, January 15, 2025
Commencement of e-voting period	Wednesday,January22,2025
End of e-voting period	Thursday,February20,2025

1. All the material documents, if any, referred to in the Explanatory Statements, shall be available for inspection through electronic mode from Wednesday, January 22, 2025 and ends on Thursday, February 20, 2025, basis the request being sent on cs@eurobondacp.com mentioning their name, Folio no. / Client ID and DPID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email

2. In accordance with the provisions of the MCA Circulars, Communication of the assent / dissent by Shareholders on resolutions proposed in the Notice would take place only through remote e-voting. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.

3. In compliance with sections 108 and 110 of the Companies Act, 2013 and the Rules made there under and Regulation 44 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolution through the e- voting service facility arranged by National Securities Depository Limited ("NSDL"). 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. The instructions for e-voting forms part of this Notice. Members whose email ids are not registered with the Company/RTA/Depositories, for obtaining postal Ballot Notice and login credentials for remote e-voting for

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the resolutions are requested to refer the instructions provided in notice.

1. Members holding shares in dematerialized mode are requested to register/update their email addresses with the relevant Depository Participants. Members holding shares in physical mode and who have not registered/updated their email addresses with the Company/RTA are requested to register/update their email addresses by writing to Company's Registrar and Share Transfer Agent, i.e., MUFG Intime India Private Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083, Maharashtra, having email id rnt.helpdesk@linkintime.co.in along with the copy of the signed request letter mentioning the name, folio no., email address and mobile no. along with self-attested copy of the PAN Card.

2. The Securities and Exchange Board of India ("SEBI") has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited.

3. The Board of Directors has appointed Ms. Kala Agarwal, Practicing Company Secretary (COP No.: 5356 and Membership No.: 5976), as the Scrutinizer for conducting the postal ballot only through the evoting process in a fair and transparent manner and he has communicated his willingness to be appointed for the said purpose. The Scrutinizer will submit its report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman within two working days from the date of ending of e-voting and will also be displayed on the website of the Company i.e., https://www.eurobondacp.com/investor-relations, besides being communicated to the Stock Exchange i.e., NSE Limited and Depositories i.e., NSDL.

4. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Thursday, February 20, 2025 i.e., the last date of e-voting.

5. Resolutions passed by the Members through postal ballot are deemed to have been passed at a General Meeting of the Members, if required.

6. A member cannot exercise his vote by proxy on postal Ballot.

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

• How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

• Step 1: Access to NSDL e Voting system

• A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

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Type of shareholders Login Method
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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. Login method for Individual shareholders holding securities in demat mode is given below:	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. Login method for Individual shareholders holding securities in demat mode is given below:	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. Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’

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• section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on the company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

• 1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period.

• Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user you’re existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. By clicking the evoting option, the user will be able to see e-Voting page of the e-Votingserviceprovider for casting your vote during

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the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

	Manner of holding shares i.e. Demat (NSDL or CDSL)or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001
	b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account,last 8 digits of client ID for CDSL account or folio

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number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pcskalaagarwal@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

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keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at pallavim@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to cs@eurobondacp.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (cs@eurobondacp.com). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1 & 2: Migration of Equity shares of the Company from EMERGE Platform to Main Board of National Stock Exchange of India Limited (NSE) and Direct listing on Main Board of BSE Limited (BSE).

As the members are aware that the Company is listed on EMERGE Platform of the National Stock Exchange of India Limited (NSE) w.e.f. December 24, 2021. The listing helped the Company in many aspects like enhanced branding, better transparency and accountability. Listing on the Main Board of NSE will enhance the participation of retail investors in large numbers and overall market capitalization of the Company may also get increased. In terms of present rules/regulations, the Equity Shares are listed on SME Platform can be migrated to Main Board of Exchange after an initial period of 3 years from the date of listing and at similar time company by making an application for seeking to listing on Main Board of BSE Limited (BSE) under the Direct Listing when it migrating to Main Board at that stock exchange where company was originally listed. The Company is well poised to migrate to the Main Board of NSE and Direct listed on Main Board of BSE.

Also listing on the Main Board of NSE and BSE will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Moreover, trading of Equity Shares will happen for even 1 (One) Equity Share instead of present one lot size of 1000 equity shares, i.e. present equity shareholders will get better leverage in trading of equity shares of the Company.

As per the Regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 Proposed resolution shall be acted upon if the votes casted by shareholders other than promoter in favor of the proposal amount to at least 2 times the number of votes cast by the shareholders other than promoter against the proposal.

The consent of the Shareholders is sought for the purpose of migration of the Company's present listing from EMERGE Platform to Main Board of NSE and Direct Listing on Main Board of BSE as set out in aforesaid as special resolution. The Shareholders approval for the said purpose is sought through this resolution as required under SEBI ((Issue of Capital and Disclosure Requirements) Regulations, 2018.

None of the Promoters, Directors, and Key Managerial Personnel of the Company or their respective relatives has any interest in resolution set forth in Item No.1 & 2 of this Notice except to the extent of equity shares held by them in the Company.

In light of the above Board of Directors of the Company recommended passing resolution set out in item No.1 & 2 of the Notice.

By Order of the Board of Directors

Sd/Sonal Dharmin Desai Company Secretary and Compliance Officer Membership Number. - 63902

Place: Mumbai Date: January 10, 2025

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