FGP Ltd — AGM Information 2025

Jun 3, 2025

FGP LIMITED

Corporate Identification Number: L26100MH1962PLC012406 Registered Office - 9- Wallace Street, Fort, Mumbai - 400 001 Tel Nos.: +91-22-2207 0273/ 2201 5269

Website: www.fgpltd.in; Email: investors@fgpltd.in

June 03, 2025

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

Security Code: 500142

Sub: Notice of Sixty-Third Annual General Meeting of the Company.

Dear Sir,

In accordance with our communication dated May 09, 2025, we wish to convey that the Sixty-Third Annual General Meeting (AGM) of FGP Limited will be held on Thursday, June 26, 2025 at 11.00 a.m. (I.S.T.) through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM') facility, in accordance with the relevant circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India in this regard.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of AGM, which is being sent electronically to the members, whose email IDs are registered with the Company/Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited / Depository Participant(s).

The Notice of this AGM inter-alia provides the process and manner of remote e-voting/ evoting at the AGM and instructions for participation at the AGM through VC/OAVM facility.

The Notice of this AGM is also available on the website of the Company viz. www.fgpltd.in.

Kindly take the same on record.

Thanking you.

Yours faithfully For FGP Limited

AVI VIJAYKUMAR MUNDECHA Digitally signed by AVI VIJAYKUMAR MUNDECHA Date: 2025.06.03 15:37:48 +05'30'

Avi Mundecha Company Secretary and Compliance Officer Encl: As above

NOTICE

NOTICE is hereby given that the Sixty-Third Annual General Meeting of the members of FGP Limited will be held on Thursday, June 26, 2025, at 11:00 a.m. Indian Standard Time ("I.S.T.") through Video Conferencing ('VC') facility or Other Audio-Visual means ('OAVM') to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Mr. Paras Mal Rakhecha (DIN: 03287230), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Rules made thereunder (including any Statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') as amended from time to time, upon recommendation of Audit Committee and the Board of Directors, M/s. Parikh Parekh & Associates, Practicing Company Secretaries (Firm Registration No. P1987MH010000) be and are hereby appointed as Secretarial Auditors of the Company for a term of five consecutive years commencing from the financial year 2025-2026 until financial year 2029-2030.

"RESOLVED FURTHER THAT M/s. Parikh Parekh & Associates, Practicing Company Secretaries (Firm Registration No. P1987MH010000) be paid a remuneration of ` 1,00,000/- (Rupees One Lakhs only) per annum plus applicable taxes towards secretarial audit for FY 2025-26 and thereafter at a remuneration as may be mutually agreed, annually between the Board of Directors and the Secretarial Auditors with power to Board to alter and vary the terms and conditions of appointments, etc as per statutory requirements in such manner and to such extent as mutually agreed with the Secretarial auditors.

RESOLVED FURTHER THAT any of the Director or Manager or Chief Financial Officer or Company Secretary of the Company be and are hereby severally authorised to take all such actions and to do all such acts, deeds, matters, and things as may be deemed necessary, proper, desirable, and expedient for giving effect to this Resolution."

1. To consider and if thought fit, to pass the following resolution as an Special Resolution:

"RESOLVED THAT pursuant Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), and upon the recommendation(s) of the Audit Committee and Nomination and Remuneration Committee, the consent of members of the Company be and is hereby accorded for payment of remuneration to Mr. Dilip Mahadik, Manager of the Company with effect from July 1, 2025 being a Material Related Party Transaction as per Regulation 23 of the Listing Regulations, as provided in the explanatory statement annexed hereto which shall be subject to the overall limits including remuneration as prescribed under Section 197 read with Schedule V of the Act or any statutory modification(s) or enactment(s) thereof.

RESOLVED FURTHER THAT pursuant to Regulation 23(8) and other applicable provisions of the Listing Regulations, consent of members of the Company be and is hereby accorded for ratification of remuneration ` 2,18,226/- (Rupees Two Lakhs Eighteen Thousand Two Hundred Twenty Six Only) paid/to be paid to Mr. Dilip Mahadik, Manager of the Company from December 13, 2024 upto June 30, 2025, being a material related party transaction as aforesaid.

RESOLVED FURTHER THAT the Board of Directors/ Nomination and Remuneration Committee of the Company be and is hereby authorized to alter and/or vary any of the terms of remuneration in consultation with the Manager provided that such variation is in accordance with the provisions in Schedule V of the Companies Act, 2013 and/or the provisions of law as may be applicable thereto from time to time.

RESOLVED FURTHER THAT this special resolution shall always be read in continuation to the Special Resolution passed by the members at the Sixty Second Annual General Meeting held on September 10, 2024 pertaining to appointment of Mr. Dilip Mahadik as Manager, including his tenure, remuneration and all other terms and conditions specified therein"

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things and to take such steps as expedient or desirable to give effect to this resolution."

1. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant Regulation 23 and other applicable provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') as amended from time to time and other applicable provisions if any of the Companies Act, 2013 ("the Act") and upon the recommendation of the Audit Committee and Nomination and Remuneration Committee, consent of members of the Company be and is hereby accorded for payment of remuneration being a Material Related Party transaction as per Regulation 23 of the Listing Regulations to Ms. Sapana Dubey, Chief Financial Officer of the Company, with effect from July 1, 2025, as provided in the explanatory statement annexed hereto.

RESOLVED FURTHER THAT pursuant to Regulation 23(8) and other applicable provisions of the Listing Regulations, consent of members of the Company be and is also hereby accorded for ratification of a remuneration of ` 5,21,619/- (Rupees Five Lakhs Twenty One Thousand Six Hundred and Nineteen only) paid/to be paid to Ms. Sapana Dubey, Chief Financial Officer of the Company from December 13, 2024 up to June 30, 2025, being a material related party transaction as aforesaid.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things and to take such steps as expedient or desirable to give effect to this resolution."

1. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015 ('Listing Regulations') as amended from time to time and other applicable provisions if any of the Companies Act, 2013 ("the Act") and upon the recommendation of the Audit Committee and Nomination and Remuneration Committee, consent of members of the Company be and is hereby accorded for payment of remuneration being a Material Related

Party transaction as per regulation 23 of the Listing Regulations to Mr. Avi Mundecha, Company Secretary and Compliance Officer of the Company, with effect from July 1, 2025, as provided in the explanatory statement annexed hereto.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things and to take such steps as expedient or desirable to give effect to this resolution."

NOTES:

• 1. Pursuant to General Circular No. 09/2024 dated September 19, 2024 alongwith the General Circulars Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 02/2022, 10/2022, 09/2023 dated April 08, 2020, April 13, 2020 May 05, 2020, January 13, 2021, December 14, 2021, May 05, 2022, December 28, 2022, September 25, 2023 respectively, issued by the Ministry of Corporate Affairs ('MCA') (collectively referred to as 'MCA Circulars'), and circular dated October 03, 2024 alongwith the SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and October 07, 2023 issued by Securities and Exchange Board of India ('SEBI') (collectively referred to as 'SEBI Circulars') and in compliance with the provisions of the Companies Act, 2013 ('the Act), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Sixty-Third Annual General Meeting of the members of the Company ('AGM') is being held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), without the physical presence of the members at a common venue. National Securities and Depository Limited (NSDL) shall be providing facility for voting through remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC/OAVM is annexed herewith and is also available at the Company's website (www.fgpltd.in).
• 1. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI") read with Clarification/ Guidance on applicability of Secretarial Standards 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered office of the Company located at 9, Wallace Street, Fort, Mumbai - 400001.
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out material facts concerning the business under Item Nos. 3 to 6 of the Notice, is annexed hereto.
• 1. Brief details of the Directors who are seeking appointment/ re-appointment, pursuant to Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of Secretarial Standards on General Meetings ('SS-2') issued by ICSI, is annexed hereto.
• 1. Since AGM is being held pursuant to the MCA circulars through VC/OAVM, physical attendance of members has been dispensed with. Attendance of the members through VC/OAVM facility only will be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013 ("The Act"). Accordingly, the facility for appointment of proxies by the members will not be available for this AGM and hence the proxy form, attendance slip and route map of AGM are not annexed to this notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
• 1. In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of members of the Company will be entitled to vote.
• 1. Consolidation of Folios:

Members holding shares in the same name or in the same order of names, under different folios, are requested to notify the relevant details of the said holdings to the Company's Registrar & Share Transfer Agents M/s. Bigshare Services Private Limited at Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai — 400093, for consolidation of their shareholding into a single folio.

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

Members are requested to notify immediately any change in their address:

• a) If the shares are held in physical form to:
• (i) The Company at its Registered Office at:

F G P Limited 9-Wallace Street, Fort, Mumbai -400001 E-mail: investors@fgpltd.in

OR

(ii) The Registrar and Share Transfer Agents of the Company at the following address:

Bigshare Services Private Limited Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai — 400093 E-mail: investor@bigshareonline.com

• b) If the shares are held in demat form: to the respective Depository Participants ("DP").
• 1. (i). 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.
  • (ii). SEBI Circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/37 dated May 07, 2024 has mandated all listed Companies to record/update the KYC details i.e. PAN, Nomination and Bank Account details of the first holder for shares held in physical mode. The Company has sent a letter to all the Shareholders holding shares in physical mode whose details are yet to be updated seeking the information.
• 1. The Members may further note that through SEBI Notification dated January 24, 2022, read with SEBI Circular dated January 25, 2022, the listed companies are required to issue the securities in dematerialized form only while processing the requests for Issue of duplicate securities certificate, Claim from Unclaimed Suspense Account, Renewal / Exchange of securities certificate, Endorsement, Sub-division / Splitting of securities certificate, Consolidation of securities certificates/folios, Transmission, Transposition. Also, in view of the Regulation 40 of the Listing Regulations, as amended with effect from April 25, 2022, securities of listed companies can now be transferred only in the demat mode. Members holding shares in physical form are therefore requested to convert their holdings into the demat mode to avoid loss of shares or fraudulent transactions and avail better investor servicing.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested

maintained under Section 189 of the Act will be available electronically for inspection by the members during the AGM. All other documents referred to in the accompanying Notice and Explanatory Statements will be available for inspection through electronic mode by the Members, in accordance with applicable statutory requirements. Members seeking to inspect such documents can send an e-mail to fgpltd.agm@gmail.com.

• 1. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/ OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023 (updated as on December 28, 2023), has established a common Online Dispute Resolution Portal ('ODR Portal') for resolution of disputes arising in the Indian Securities Market, post exhausting the option to resolve their grievance with the Company/its RTA directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's website https://fgpltd.in/
• 1. Subject to the receipt of requisite number of votes, the Resolutions forming part of the AGM Notice shall be deemed to have been passed on the date of the AGM i.e. Thursday, June 26, 2025

15. ELECTRONIC DISPATCH OF ANNUAL REPORT:

In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report of FY 2024-25 is being sent only through electronic mode to those members whose email IDs are registered with the Company/ Depositories. Members may note that the Notice and Annual Report of FY 2024-25 will also be available on the Company's website www.fgpltd.in under 'Financials' tab and may also be accessed on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL at www.evoting.nsdl. com.

16. REGISTRATION OF EMAIL ID:

a. FOR MEMBERS HOLDING PHYSICAL SHARES:

The Members of the Company may get their email addresses registered with Company's RTA by providing a Form ISR-1 duly filled and signed by the Member together with the supporting documents as stated therein. The Investor Service Request form can be downloaded from website of the RTA https://www.bigshareonline. com Solutions Investors Resources

Downloads Form ISR-1 or from Company's Website Shareholders Information Advice - Shareholder's holding shares in physical mode. Further the Company had already sent letters to shareholders for furnishing the requisite details as per SEBI Circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/37 dated May 07, 2024.

b. FOR MEMBERS HOLDING SHARES IN DEMAT MODE:

The members holding shares in demat form may get their email address registered with their respective Depository Participant(s).

However, for receiving hard copy of Annual Report of FY 2024-25 and Notice of 63rd AGM, such members may send an email to investors@fgpltd.in alongwith their details such as Name of shareholder, DPID/ Client ID, PAN and mobile number.

17. PARTICIPATION AT THE AGM AND VOTING

A. Process and manner for participating in the Annual General Meeting ('AGM') through VC / OAVM is explained herein below:

i. Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned below for "Access to NSDL e-Voting system". After successful login, you can see link of "VC/OAVM link" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under "Join General Meeting" menu.

The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company - 133795 will be displayed.

• ii. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush.

• iii. The Members can join the AGM in the VC/OAVM mode 15 minutes before the scheduled commencement time of the Meeting and window for joining the Meeting shall be kept open throughout the proceedings of the AGM.

• iv. Members are encouraged to join the Meeting through Laptops / IPads connected through broadband for a better experience.

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

• vi. Please note that Participants connecting from mobile devices or tablets or through Laptop via mobile hotspot may experience Audio / Video loss due to fluctuation in their respective network connections. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

• vii. Members who would like to express their views/ ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, DP ID and Client ID/ folio number, email id, PAN, mobile number at fgpltd.agm@gmail.com from 9.00 a.m. (IST) on Friday, June 20, 2025 (IST) till 5.00 p.m. (IST) on Sunday, June 22, 2025. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• viii. The Members who do not wish to speak during the AGM but have queries on accounts or any matter to be placed at the AGM may send the same latest by, Monday, June 23, 2025 mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at fgpltd.agm@gmail.com. These queries will be replied suitably either at the AGM or by an e-mail.

• ix. Corporate/ Institutional Members intending to appoint their authorised representatives to attend and vote at the AGM through VC/OAVM or through remote e-Voting are requested to send a scanned copy (PDF/ JPEG format) of their Board/Corporate Resolution, Authority letter etc. authorizing its representative(s) to attend and vote at AGM on their behalf, pursuant to Section 113 of the Act, to the Scrutinizer by e-mail at fgpltd.scrutinizer@gmail.com with a copy marked to evoting@nsdl.com and to the Company at fgpltd.agm@gmail.com

or upload it by clicking on 'Upload Board Resolution/Authority Letter' displayed under 'e-voting' tab in their login.

x. 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.

B. Remote e-Voting and Voting at AGM:

• i. Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL.
• ii. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Thursday, June 19, 2025 ("the cut-off date"). Any 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 only shall be entitled to avail the facility of remote e-voting before the AGM and during the AGM. Any person who acquires the shares of the Company post-dispatch of the Notice of this AGM but holding the shares as on the cut-off date, may follow the same procedure as mentioned below for e-voting.

Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. on Thursday, June 19, 2025, may obtain the

login ID and password by sending a request at evoting@nsdl.com or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no.022-4886 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system".

• iii. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM by way of VC / OAVM facility only but shall not be entitled to cast their vote again at the AGM.
• iv. Mr. P. N. Parikh (Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) or failing him Ms. Shalini Bhat (Membership No. FCS 6484) of "M/s. Parikh Parekh & Associates", Company Secretaries, has been appointed to act as the Scrutinizer, to scrutinize the remote e-voting process before and e-voting process during the AGM in a fair and transparent manner.
• v. The Scrutinizer shall, immediately after the conclusion of the e-voting at the AGM, unblock the votes cast through e-voting (votes cast during the AGM and votes cast through remote e-Voting before the AGM) and make, not later than two working days of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

vi. The Results declared along with the Report of the Scrutinizer shall be placed on the Company's website (www.fgpltd.in) and also be displayed on the website of NSDL (www.evoting.nsdl.com) immediately after the results are declared and simultaneously communicated to the Stock Exchanges. Results shall also be displayed on the Notice Board at the Registered Office of the Company.

The instructions for members for voting electronically are as under:-

The remote e-voting period will commence at 09:00 a.m. (I.S.T.) on Monday, June 23, 2025, and will end at 5:00 p.m. (I.S.T.) on Wednesday, June 25, 2025. The remote e-voting module shall be disabled by NSDL for voting thereafter. The members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, June 19, 2025, may cast their vote electronically. Once vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

The details of the process and manner for remote e-voting and joining the AGM are explained herein below:-

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 and joining virtual meeting 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:

Type of	Type of shareholders
shareholders
IndividualShareholdersholdingsecurities indemat mode	1.For OTP based login you can clickonhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your8-digit DP ID,8-digit Client Id, PAN
with NSDL.	No., Verification code and generateOTP.EntertheOTPreceivedonregisteredemailid/mobilenumber and click on login. Aftersuccessful authentication, you willbe redirected to NSDL Depositorysite wherein you can see e-Votingpage. Click on company name ore-Votingserviceprovideri.e.NSDL and you will be redirectedto e-Voting website of NSDL forcastingyourvoteduringtheremote e-Voting period or joiningvirtual meeting & voting during themeeting.
	Existing IDeAS user can visit the2.e-Services website of NSDL Viz.https://eservices.nsdl.comeitheron a Personal Computer or on amobile. On the e-Services homepageclickonthe"BeneficialOwner" icon under "Login" whichis available under 'IDeAS' section,this will prompt you to enter yourexisting User ID and Password.After successful authentication, youwill be able to see e-Voting servicesunder Value added services. Clickon "Access to e-Voting" undere-Voting services and you will beable to see e-Voting page. Click
	on company name or e-Votingservice provider i.e. NSDL and
	you will be re-directed to e-Votingwebsite of NSDL for casting yourvote during the remote e-Voting
	period or joining virtual meeting &voting during the meeting.

Type ofshareholders		Type of shareholders
	3.	If you are not registered for IDeASe-Services, option to register isavailable athttps://eservices.nsdl.com.Select "Register Online forIDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	4.	Visit the e-Voting website of NSDL.Openwebbrowserbytypingthe following URL: https://www.evoting.nsdl.com/eitheronaPersonal Computer or on a mobile.Once the home page of e-Votingsystem is launched, click on theicon "Login" which is availableunder'Shareholder/Member'section. A new screen will open.You will have to enter your UserID (i.e. your sixteen digit demataccount number hold with NSDL),Password/OTP and a VerificationCode as shown on the screen. Aftersuccessful authentication, you willbe redirected to NSDL Depositorysite wherein you can see e-Votingpage. Click on company name ore-Votingserviceprovideri.e.NSDL and you will be redirectedto e-Voting website of NSDL forcastingyourvoteduringtheremote e-Voting period or joiningvirtual meeting & voting during themeeting.
	5.	Shareholders/Memberscanalsodownload NSDL Mobile App "NSDLSpeede" facility by scanning theQR code mentioned below forseamless voting experience.

Type ofshareholders	Type of shareholders	Type ofshareholders	Type of shareholders
IndividualShareholdersholdingsecurities indemat modewith CDSL	1.Users who have opted for CDSLEasi / Easiest facility, can loginthrough their existing user id andpassword. Option will be madeavailable to reach e-Voting pagewithout any further authentication.The users to login Easi /Easiest arerequested to visit CDSL websitewww.cdslindia.com and click onlogin icon & New System MyeasiTab and then user your existing myeasi username & password.2.After successful login the Easi /Easiest user will be able to seethe e-Voting option for eligiblecompanies where the evoting isin progress as per the informationprovided by company. On clickingthe evoting option, the user willbe able to see e-Voting page ofthee-Votingserviceproviderfor casting your vote during theremote e-Voting period or joiningvirtual meeting & voting during themeeting. Additionally, there is also	IndividualShareholders(holdingsecuritiesin dematmode) loginthrough theirdepositoryparticipantswebsite.HelpdeskforCDSL.	You can also login using the logincredentialsofyourdemataccountthrough your Depository Participantregistered with NSDL/CDSL for e-Votingfacility. upon logging in, you will be ableto see e-Voting option. Click on e-Votingoption, you will be redirected to NSDL/CDSL Depository site after successfulauthentication, wherein you can seee-Voting feature. Click on companyname or e-Voting service provideri.e. NSDL and you will be redirected toe-Voting website of NSDL for castingyour vote during the remote e-Votingperiod or joining virtual meeting &voting during the meeting.Important note: Members who are unable to retrieveUser ID/ Password are advised to use Forget User ID andForget Password option available at abovementionedIndividualShareholdersholdingsecurities in demat mode for any technical issuesrelated to login through Depository i.e. NSDL and
	links provided to access the system	Login type	Helpdesk details
	of all e-Voting Service Providers, sothat the user can visit the e-Votingservice providers' website directly.3.If the user is not registered forEasi/Easiest,optiontoregister	IndividualShareholdersholding securities indemat mode withNSDL	Members facing any technicalissue in login can contact NSDLhelpdesk by sending a request atevoting@nsdl.com or call at tollfree no.: 022 - 4886 7000
	isavailableatCDSLwebsitewww.cdslindia.com and click onlogin & New System Myeasi Tab andthen click on registration option.4.Alternatively, the user can directlyaccess e-Voting page by providing	IndividualShareholdersholding securities indemat mode withCDSL	Members facing any technicalissue in login can contact CDSLhelpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911
	Demat Account Number and PANNo. from a e-Voting link availableon www.cdslindia.com home page.The system will authenticate theuser by sending OTP on registeredMobile & Email as recorded in theDemat Account. After successfulauthentication, user will be able tosee the e-Voting option where theevoting is in progress and also ableto directly access the system of alle-Voting Service Providers.	B)mode.1.	Login Method for e-Voting and joining virtualmeeting for shareholders other than Individualshareholders holding securities in demat modeand shareholders holding securities in physicalHow to Log-in to NSDL e-Voting website?Visit the e-Voting website of NSDL. Openweb browser by typing the following URL:https://www.evoting.nsdl.com/eitheronaPersonal Computer or on a mobile.

• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. 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.

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.

1. Your User ID details are given below:

	Manner of holdingshares i.e. Demat(NSDL or CDSL) orPhysical	Your User ID is:
a)	Formemberswhoholdshares in demataccountwithNSDL.	8CharacterDPIDfollowedby8DigitClient IDForexampleifyourDP ID is IN300*** andClientIDis12******then your user ID isIN30012***.
b)	Formemberswhoholdshares in demataccountwithCDSL.	16 Digit Beneficiary IDForexampleifyourBeneficiaryIDis1 2 * * * * * * * * * * * * * then your user ID is12*************
c)	FormembersholdingsharesinPhysicalForm.	EVEN Number of theCompany–133795followedbyFolioNumber registered withthe companyForexampleiffolionumber is 001*** andEVEN is 133795 then
		user ID is133795-001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • i) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • ii) 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.

• iii) 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. You will be required to 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 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:
  • 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.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • 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.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.

1. After you click on the "Login" button, Home page of e-Voting will open.

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

Step 2: Cast your vote electronically on NSDL e-Voting system and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join AGM 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 and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/ OAVM" link placed under "Join Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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 (self-attested scanned copy of Aadhar Card) by email to fgpltd.agm@gmail.com.

• 1. 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 fgpltd.agm@gmail. com. If you are an Individual shareholders 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 and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. 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.
• 1. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• i. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• ii. Only those Members/ shareholders, who will be present at the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system at the AGM.
• iii. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• iv. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-voting.

GUIDELINES AND ASSISTANCE TO MEMBERS

In case of any queries relating to e-voting, with respect to remote e-voting or e-voting at the AGM and members may contact NSDL on evoting@nsdl.com or call on.: 022 - 4886 7000 or contact Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com or Ms. Veena suvarna, Manager, NSDL at evoting@nsdl.com or refer to the Frequently Asked Questions (FAQs) section / e-voting user manual for shareholders available at the Downloads section on https://www.evoting.nsdl.com

By the order of Board of Directors

Avi Mundecha Place: Mumbai Company Secretary Date: May 09, 2025 M. No. ACS 65529

FGP Limited

CIN: L26100MH1962PLC012406 Registered Office: 9, Wallace Street, Fort, Mumbai 400 001 Phone: 022 2207 0273/ 2201 5269 E-mail: investors@fgpltd.in Website: www.fgpltd.in

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ('THE ACT'), SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 AND SECRETARIAL STANDARD 2 (SS-2), ISSUED BY ICSI

The following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos. 3 to 6 of the accompanying Notice:

Item No. 3:

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 ('Act') and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 09, 2025 have recommended the appointment of M/s. Parikh Parekh & Associates ('PPA') Peer Reviewed Firm of Company Secretaries in Practice ('Secretarial Audit Firm) (ICSI Firm Registration Number: P1987MH010000) as Secretarial Auditors of the Company on the following terms and conditions:

• a) Term of appointment: 5 (Five) consecutive years commencing from Financial Year 2025-26 until Financial Year 2029-2030.
• b) Proposed Fees: INR 1,00,000/- (Rupees One lakh only) per annum plus applicable taxes towards secretarial audit for FY 2025-26 and thereafter at a remuneration as may be mutually agreed, annually between the Board of Directors and a Secretarial Auditors with power to Board of Directors to alter and vary the terms and conditions of appointments, etc as per statutory requirements in such manner and to such extent as mutually agreed with the Secretarial auditors.

The fees for other permissible services in the nature of certifications and/or other professional work will be in addition to the secretarial audit fee as above and will be determined by the Board in consultation with the Secretarial Auditors.

• c) Basis of recommendations: The recommendations are based on evaluation and consideration of various factors such as industry experience, competency of the audit team, efficiency and quality in conduct of audit, independent assessment, etc.,
• d) Credentials: M/s. Parikh Parekh & Associates is a firm of Practising Company Secretaries established in 2004. The firm provides professional services in the field of Corporate Laws, SEBI Regulations, FEMA Regulations including carrying out Secretarial Audits, Due Diligence Audits and Compliance Audits. The firm is Peer Reviewed by the Institute of the Company Secretaries of India.

e) Consent and Eligibility: M/s. Parikh Parekh & Associates had consented to their appointment and have confirmed that their appointment, if made, would be pursuant to Regulation 24A of SEBI Listing Regulations and that they are not disqualified to be appointed as the Secretarial Auditors in terms of the provisions of SEBI Listing Regulations. PPA holds a valid Peer Review Certificate issued by ICSI.

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

The Board of Directors of the Company recommends the resolution set forth in Item No.3 of the Notice for approval of the Members as an Ordinary Resolution

Item No. 4:

Mr. Dilip Mahadik was appointed as the Manager of the Company for a period of three years w.e.f. July 1, 2024, and his appointment was approved at the last Annual General Meeting of FGP Ltd held on September 10, 2024.

Pursuant to proviso (e) of Regulation 23(2) of the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Regulations 23(1), as amended from time to time and as stated in details in item 4 of this Notice, remuneration and sitting fees paid by the Company to its directors, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require approval of the audit committee provided that the same is not material as per Regulation 23(1) of the Listing Regulations. This provision has come into effect from December 13, 2024.

Accordingly, payment of remuneration to Mr. Dilip Mahadik shall be considered as Material Related Party Transaction as per Regulation 23 of the Listing Regulations and will require prior approval of the shareholders in the ensuing AGM under Regulation 23(4) and 23(8) of the Listing Regulations, through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

The Audit Committee/ Nomination and Remuneration Committee/Board of Directors of the Company had at their respective meetings held on May 09, 2025, approved/ ratified the following Material Related Party Transactions.

• 1. Ratification of payment of remuneration ` 2,18,226/- (Rupees Two Lakhs Eighteen Thousand Two Hundred Twenty Six Only) paid/to be Paid to Mr. Dilip Mahadik, Manager from December 13, 2024 till June 30, 2025;
• 1. Approval of payment of remuneration as per NRC policy of the Company considering industry benchmarks, practices and performance of the candidate which includes a mix of fixed and variable pay to Mr. Dilip Mahadik, Manager of the Company as under:
  • A. From July 1, 2025, till June 30, 2026 Existing Remuneration of Rs 4,48,044/- (Rupees Four Lakhs Forty Eight Thousand Forty Four only) per annum, plus an increment as decided by NRC/ Board.
  • B. From July 1, 2026 until June 30, 2027 In case the remuneration exceeds 10 % of the turnover as on March 31, 2026, then it would be the figure arrived as per Para A above, plus an increment as may be decided by NRC/Board.

The above payments being Material Related Party transactions, also require the prior approval/ ratification of Shareholders as per Regulation 23(4) and 23(8) of the Listing Regulations respectively.

This resolution will be treated in continuation of the Special Resolution passed at the Annual General Meeting of the Company held on September 10, 2024 in respect of the appointment of Manager including the terms of his remuneration and other terms and conditions contained therein.

The Board of Directors recommends Special Resolution as set out at Item No. 4 of the Notice, for approval of the members.

Neither any Directors nor any Key Managerial Personnel of the Company nor any of their relatives are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 4, except Mr. Dilip Mahadik, Manager of the Company.

Item No. 5:

Pursuant to proviso (e) of Regulation 23(2) of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and Regulations 23(1) as amended from time to time and as stated in details in Item 5 of this Notice, remuneration and sitting fees paid by the Company to its directors, key managerial personnel or senior management, except who is part of promoter or promoter group, shall require approval of the audit committee provided that the same is material as per Regulation 23(1) of the Listing Regulations. This provision has come into effect from December 13, 2024.

Accordingly, payment of remuneration to Ms. Sapana Dubey, Chief Financial Officer shall be considered as Material Related Party Transaction as per Regulation 23 of the Listing Regulations and will require prior approval of the shareholders in the ensuing AGM under Regulation 23(4) and 23(8) of the Listing Regulations, through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

The Audit Committee/ Nomination and remuneration Committee/Board of Directors of the Company had at their respective meetings held on May 09, 2025, approved/ ratified the following Material Related Party Transactions:

• 1. Ratification of payment of remuneration ` 5,21,619 (Rupees Five Lakhs Twenty One Thousand Six Hundred and Nineteen only) to Ms. Sapana Dubey, Chief Financial Officer of the Company from December 13, 2024 till June 30, 2025;
• 1. Prior approval for payment of remuneration as per NRC policy of the Company considering industry benchmarks, practices and performance of the candidate which includes a mix of fixed and variable pay to Ms. Sapana Dubey, Chief Financial Officer of the Company as under::
  • A. From July 1, 2025, till June 30, 2026 Existing Remuneration of Rs 10,67,120/- (Rupees Ten Lakhs Sixty Seven Thousand One Hundred Twenty only) per annum, plus an increment as decided by NRC/Board.
  • B. From July 1, 2026 until June 30, 2027 In case the remuneration exceeds 10 % of the turnover as on March 31, 2026, then it would be the figure arrived as per Para A above, plus an increment as may be decided by NRC/Board.

The above payments being Material Related Party transactions, also require the prior approval/ ratification by the members of the Company as per Regulation 23(4) and 23(8) of the Listing Regulations respectively.

The Board of Directors recommends Ordinary Resolution as set out at Item No. 5 of the Notice, for approval of the members.

Neither any Directors nor any Key Managerial Personnel of the Company nor any of their relatives are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 5, except Ms. Sapana Dubey, Chief Financial Officer of the Company.

Item No. 6:

Pursuant to proviso (e) of Regulation 23(2) of the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and Regulations 23(1) as amended from time to time and as stated in details in Item 6 of this Notice, remuneration and sitting fees paid by the Company to its directors, key managerial personnel or senior management, except who is part of promoter or promoter group, shall require approval of the Audit Committee provided that the same is material as per Regulation 23(1) of the Listing Regulations. This provision has come into effect from December 13, 2024.

Accordingly, payment of remuneration to Mr. Avi Mundecha, Company Secretary & Compliance Officer shall be considered as a Material Related Party Transaction as per Regulation 23 of the Listing Regulations and will require prior approval of the shareholders in the ensuing AGM under Regulation 23(4) and 23(8) of the Listing Regulations, through ordinary resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

The Nomination and Remuneration Committee/Audit Committee/ Board of Directors of the Company had at their meeting held on May 09, 2025, approved:

• 1. Appointment of Mr. Avi Mundecha, as Company Secretary and Compliance Officer w.e.f. May 9, 2025
• 1. Payment of remuneration to Mr. Mundecha from May 9, 2025 until June 30, 2025 which is within

the materiality thresholds and does not require shareholder approval

• 1. Prior approval for payment of remuneration as per NRC policy of the Company considering industry benchmarks, practices and performance of the candidate which includes a mix of fixed and variable pay to Mr. Mundecha Company Secretary of the Company w.e.f. July 1, 2025, as under:
  • A. From July 1, 2025, till June 30, 2026 Existing Remuneration of Rs 14,32,556/- (Rupees Fourteen Lakhs thirty two Thousand Five Hundred and Fifty Six Only) per annum, plus an increment as decided by NRC/Board.
  • B. From July 1, 2026 until June 30, 2027 In case the remuneration exceeds 10 % of the turnover as on March 31, 2026, then it would be the figure arrived as per Para A above, plus an increment as may be decided by NRC/Board.

The above payments being Material Related Party transactions, also require the prior approval of Shareholders as per Regulation 23(4) of the Listing Regulations respectively.

The Board of Directors recommends Ordinary Resolution as set out at Item No. 6 of the Notice, for approval of the members.

Neither any Directors nor any Key Managerial Personnel of the Company nor any of their relatives are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 6, except Mr. Avi Mundecha, Company Secretary & Compliance Officer of the Company.

ANNEXURE TO NOTICE Details of Directors' seeking Appointment/Re-appointment at the Sixty- Third Annual General Meeting [Pursuant to Regulations and 36(3) of the Listing Regulations and Secretarial Standard-2 (SS-2) on General Meetings]

Particulars	Mr. Paras Mal Rakhecha	Mr. Dilip Mahadik	Ms. Sapana Dubey	Mr. Avi Mundecha
Appointment on theDate of FirstBoard	August 01, 2024	Not Applicable as appointed as "Manager"	Not Applicable as appointed as "CFO"	Not Applicable as appointed as "Company Secretary"
Age	66 years	65 years	33 years	30 years
Qualification	Commerce Graduate•	Bachelor of Arts•	CA intermediate (cleared)Post Graduate••	Commerce GraduateCompany SecretaryLaw Graduate•••
expertise in specificBrief profile andfunctional areas	Mr. Paras Mal Rakhecha, a commerce graduate,has over 32 years of rich experience in the field ofCorporate Finance and Accounts. Earlier, he workedas Chief Financial Officer in Summit SecuritiesLimited, a company listed on BSE and NSE.	Mr. Dilip Mahadik, had been working with thewas handlingthe Accounts and Administration Functions untilFebruary 1998 and assisted in the managementof Company's Business Centre. Since, 1998 he hasbeen associated with the Company as a Retainer.He is having total experience of 38 years and hiswork profile included, day to day management ofBusiness Centre, administrative work, etc.Company since 1986. Earlier he	Ms. Sapana Dubey, a Post Graduate in Commerce,has more than 8 years of experience in the field ofStatutory Audit, Direct and Indirect Tax laws, InternalRegulations,Ms. Dubey has also cleared her CA intermediateearlier associated with various corporates includingToyop Relief Private Limited and M/s. JL Agrawal &Co., Chartered Accountants. Her last employmentwas as an Accounts Manager with RenaissanceCorporate Finance and other corporate compliances.examination and is pursuing CA (final). She wasRenaissance Investment Managers. Private Limited,Assessment, SEBIInvestment Managers Private LimitedAudit, Scrutiny	Mr. Avi Mundecha, a Qualified Company Secretary,joined the Company on May 01, 2025, as AssistantManager Secretarial. He is a graduate in Commercefrom Mumbai University and an Associate Memberof the Institute of Company Secretaries of India. Healso has a bachelor's degree in law. Mr. Mundechahas over 4 years of post-qualification experience.
Other Directorships	Doon Dooars Plantations LimitedOrganised Investments LimitedRPG Industries Private LimitedCarniwal Investment LimitedSamudra Securities LimitedJanpragati Electoral TrustInstant Holdings Limited•••••••	Nil	Nil	Nil
the Board in otherChairmanship ofCommittees ofMembership/Companies	Instant Holdings Limited – AC*, NC# and RMC&,Carniwal Investments Limited – NRC***, AC*FGP Limited - SRC***, Memberand RMC, MemberChairman•••	Nil	Nil	Nil
Number of shares heldin the Company	1 Equity share or ` 10 each	10 Equity shares of ` 10 each	Nil	01 Equity shares of ` 10 each
which resigned in theListed entities frompast three years	Resigned as a Chief Financial Officer from SummitSecurities Limited w.e.f. February 29, 2024		Not Applicable
Relationship with otherDirectors and KMPs	None of the appointees are related to any otherDirector or Key Managerial Personnel of theCompany.	Nil	Nil	Nil
Abbreviations Used:Notes:1)

* AC – Audit Committee **SRC – Stakeholders Relationship Committee *** NRC – Nomination and Remuneration Committee #NC – Nomination Committee &RMC – Risk Management Committee. 2) For other details such as number of meetings of the Board attended during the year, remuneration drawn, skills, expertise, competence etc. and other relevant information as required under Listing Regulations, SS and the Act read with rules made thereunder, please refer to the Corporate Governance Report, which forms part of this Annual Report.

FGP