GHCL Textiles Limited — Proxy Solicitation & Information Statement 2024

Nov 26, 2024

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November 26, 2024

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National Stock Exchange of India Limite d “Exchange Plaza” Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051 NSE Code: GHCLTEXTIL

BSE Limited

Corporate Relationship Department, 1[st] Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai – 400 001 BSE Code: 543918

Dear Sir/Madam,

Sub: Submission of Postal Ballot Notice of GHCL Textiles Limited

Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, intimation be and is hereby given that the postal ballot notice has been circulated to the members of the Company on November 26, 2024 for seeking their consent, in respect of appointment of three (3) Independent Directors on the Board of the Company. Copy of the Postal Ballot notice (including explanatory statement and detailed instructions for remote e-voting) dated October 29, 2024 is enclosed herewith for your reference & record.

In compliance with the requirements of MCA and SEBI Circulars, the Postal Ballot Notices are sent electronically by email to those members who have registered their email IDs with the Company/Depository Participants and hard copy of Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot.

We would also like to inform that the Company has engaged the services of Central Depository Services (India) Limited (CDSL) for providing Remote e-voting facility to the Members of the Company. Members whose names appeared in the Register of Members / List of Beneficial Owners as on the cut-off date i.e. Friday, November 22, 2024 are eligible for the purpose of remote e-voting. Remote e-voting period will commence on Thursday, November 28, 2024 at 09.00 a.m. (IST) and ends on Friday, December 27, 2024 at 05.00 p.m. (IST) (inclusive of both days) .

Please note that the resolutions will be taken as passed on the last date specified by the Company through e-voting i.e. Friday, December 27, 2024, “deemed date of ” passing of the resolution , if the resolutions will be approved by the members with the requisite majority.

LALIT Digitally signed by LALIT NARAYAN NARAYAN DWIVEDI Date: 2024.11.26 17:26:46 DWIVEDI +05'30'

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We would like to inform that Mr. Manoj R. Hurkat, Practicing Company Secretary holding Membership No. F4287 and Certificate of Practice No. 2574 has appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner. The results of the Postal Ballot will be declared on or before Sunday, December 29, 2024 at the corporate office of the Company i.e. “GHCL House” B-38, Institutional Area, Sector-1, Noida, (UP) -201301.

Please note that copy of this communication shall also be available on the website of BSE Limited (www.bseindia.com/corporates), National Stock Exchange of India Limited (www.nseindia.com/corporates) and website of the Company (www.ghcltextiles.co.in ) . You are requested to kindly take note of the same and disseminate the information on your website.

Thanking you

Yours faithfully

For GHCL Textiles Limited

LALIT Digitally signed by LALIT NARAYAN NARAYAN DWIVEDI Date: 2024.11.26 DWIVEDI 17:27:04 +05'30' Lalit Narayan Dwivedi Company Secretary and Compliance officer Membership No.: FCS10487

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Encl.: Postal Ballot Notice dated October 29, 2024

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GHCL Textiles Limited

(CIN: L18101GJ2020PLC114004) Registered Office : GHCL House, Opp. Punjabi Hall, Navrangpura, Ahmedabad – 380009 (Gujarat) Phone: 079 - 26434100, Corporate Office : GHCL House, B-38, Institutional Area, Sector - 1, Noida – 201301 (U.P.) Phone: 0120 – 4939900, 2535335. Email: secretarial@ghcltextiles.co.in ; info@ghcltextiles.co.in, Website: www.ghcltextiles.co.in

_____________

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions of the Companies Act, 2013 (“ the Act”) read with Rule 22 and Rule 20 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (MCA) inter-alia for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, latest being 9/2024 dated September 19, 2024 (collectively referred to as “Circulars”), read with Regulation 44 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulations”) and applicable Secretarial Standards (SS-2) on General Meetings issued by the Institute of Company Secretaries of India and notified by MCA and other applicable provisions, if any (including any statutory modification or reenactment thereof for the time being in force), that the Company proposes to seek approval of the members by passing of the proposed resolutions appended below through postal ballot by remote e- voting process (E-voting).

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, November 22, 2024. In compliance with Sections 108 and 110 of the Companies Act read with the rules framed there under 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.

Members may note that this Notice will be also available on Company’s website www.ghcltextiles.co.in and on the Stock Exchanges’ website (www.bseindia.com and www.nseindia.com) and Central Depository Services (India) Limited (‘CDSL’)’s website (www.evotingindia.com). Any member seeking e-copy of this notice may write to us at secretarial@ghcltextiles.co.in.

Special Businesses:

Item No. 1 - Approval for appointment of Mrs. Sudha Pillai, IAS(Retd.) as an Independent Director of the Company.

To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, of the Companies Act, 2013 (‘the Act” ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Companies Act, 2013, and Regulation 16, 17, 17(1A) and 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force), and as

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recommended by Nomination and Remuneration Committee and the Board of Directors, Mrs. Sudha Pillai (DIN: 02263950) in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act from a member proposing her candidature for the office of the Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years with effect from March 01, 2025 and for a term up to February 28, 2030 and will continue as an Independent Director (under Non-Executive category) of the Company for the said term of 5 years, even after attaining the age of 75 years during the aforesaid tenure.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations, 2015, Mrs. Sudha Pillai, be paid such fees and profit-based commission as the Board may approve and subject to such limits prescribed from time to time.

“RESOLVED FURTHER THAT the Directors, CEO, CFO and Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as it may deem necessary, expedient or desirable to give effect to this resolution.”

Item No. 2 - Approval for appointment of Mr. Virusangulaam Kumarasamy Jeyakodi IAS(Retd.) as an Independent Director of the Company.

To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, of the Companies Act, 2013 (‘the Act” ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Companies Act, 2013, and Regulation 16, 17 and 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force), and as recommended by Nomination and Remuneration Committee and the Board of Directors, Mr. Virusangulaam Kumarasamy Jeyakodi (DIN: 03636599), in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act from a member proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years with effect from March 01, 2025 and for a term up to February 28, 2030.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations,2015, Mr. Virusangulaam Kumarasamy Jeyakodi, be paid such fees and profit-based commission as the Board may approve and subject to such limits prescribed from time to time.

“RESOLVED FURTHER THAT the Directors, CEO, CFO and Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as it may deem necessary, expedient or desirable to give effect to this resolution.”

Item No. 3 - Approval for appointment of Mr. Chathamur Raman Rajagopal as an Independent Director of the Company.

To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, of the Companies Act, 2013 (‘the Act” ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Companies Act, 2013, and Regulation 16, 17 and 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force), and as recommended by Nomination and Remuneration Committee and the Board of Directors, Mr. Chathamur Raman Rajagopal (DIN: 08853688), in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act from a member proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years with effect from March 01, 2025 and for a term up to February 28, 2030.”

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“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations,2015, Mr. Chathamur Raman Rajagopal, be paid such fees and profit-based commission as the Board may approve and subject to such limits prescribed from time to time.

“RESOLVED FURTHER THAT the Directors, CEO, CFO and Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as it may deem necessary, expedient or desirable to give effect to this resolution.”

By order of the Board For GHCL Textiles Limited

Regd. Office For GHCL Textiles Limited GHCL House, Opp. Punjabi Hall Navrangpura, Ahmedabad – 380009 (Gujarat) Sd/Place: Noida Lalit Narayan Dwivedi Dated: October 29, 2024 Company Secretary Membership No.: F10487

NOTES

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts and reasons for the proposed resolutions are annexed hereto.

2. Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, November 22, 2024 ( cut-off date ) will be considered for the purpose of reckoning the voting rights and sending the notice. A person who is not a Member of the Company as on the cut-off date, should treat this Notice for information purpose only. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as on the cut-off date shall follow the same procedure for e-Voting as provided for below. In this Notice, the term member(s) or shareholder(s) are used interchangeably.

3. MCA vide its relevant circulars, have permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members shall take place through the process of remote e-voting only.

4. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for providing Remote e-voting facility to the Members of the Company. The Remote e-voting facility is available at the link www.evotingindia.com. Members are requested to read carefully the related notes to this Postal Ballot Notice and instructions given thereunder.

5. The voting period will commence on Thursday, November 28, 2024 at 09.00 a.m. (IST) and ends on Friday, December 27, 2024 at 05.00 p.m. (IST) (inclusive of both days). The Remote e-voting module shall be disabled by Central Depository Services (India) Limited (CDSL) for voting thereafter. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

6. 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. Friday, November 22, 2024 .

7. The Board has, pursuant to Rule 22(5) of the Companies (Management and Administration) Rules 2014, appointed Mr. Manoj R. Hurkat, Practicing Company Secretary holding Membership No. F4287 and Certificate of Practice No. 2574 as the Scrutinizer for conducting the voting process through Postal Ballot E-Voting in accordance with the law and in a fair and transparent manner. The Board has also authorised KMP(s) of the Company to appoint one or more scrutinizers in addition to and/or in place of Mr. Hurkat.

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8. The Scrutinizer, after scrutinizing the remote e-voting, shall make a report of the votes cast in favour or against, if any, shall submit the same to the Chairman, Directors, KMP(s) or any other person authorised by the Board after the completion of scrutiny of e-voting. The result of e-voting will be announced forthwith by the aforesaid authorised person on or before Sunday, December 29, 2024 by 05:00 PM at the Corporate office of the Company i.e. B-38, GHCL House, Institutional Area, Sector-1, Noida-201301.

9. The Results declared along with the Scrutinizer’s Report shall be displayed at the Registered Office and Corporate office of the Company and placed on the Company’s website www.ghcltextiles.co.in and on the website of CDSL immediately after the result is declared by the Director or KMPs ; and the results shall also be communicated to the Stock Exchanges where the shares of the Company are listed.

10. The resolutions, if passed by the requisite majority through postal ballot, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite majority of members by means of Postal Ballot through remote e-voting, shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. Friday, December 27, 2024 (“deemed date of passing of the resolutions”).

11. All documents referred to in the Notice and Explanatory Statement including disclosure of directors are available for inspection, without any fee, by the members at the Registered office / Corporate Office of the Company on all working days between 11.00 A.M. (IST) and 01.00 P.M. (IST) from the date of dispatch of the Notice upto the last date of e-voting i.e. Friday, December 27, 2024 . All the documents referred to in the accompanying Notice and Explanatory Statements, shall also be available for inspection through electronic mode, basis the request being sent by the members on secretarial@ghcltextiles.co.in stating their name and Folio no./DP ID-Client ID/ Beneficiary ID .

12. Instructions for remote e-voting are as below :

• (i) The voting period begins on Thursday, November 28, 2024 at 09.00 a.m. (IST) and ends on Friday, December 27, 2024 at 05.00 p.m. (IST) (both days inclusive). During this period shareholders of the Company, holding shares in dematerialized form, as on the cut-off date Friday, November 22, 2024 may cast their vote electronically.

• (ii) Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

In order to increase the efficiency of the voting process, all the Demat account holders, by way of a single login credential, through their Demat accounts/ websites of Depositories/ Depository Participants, able to cast their vote without having to register again with the e- voting service providers (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Pursuant to said SEBI Circular, login method for e-Voting for Individual Members holding securities in Demat mode with NSDL/CDSL are given below.

- (A) Access through Depositories (CDSL/NSDL) e Voting system in case of individual shareholders holding shares in demat mode is given below :

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Individual Members holding securities in Demat mode with CDSL

A. Existing users who have opted for Easi/Easiest 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System My Easi Tab. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there 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. B. User not opted for Easi/Easiest: 1) 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 My Easi Tab and then click on registration option. C. By visiting the e-voting website of CDSL: 2) The user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Members holding securities in demat mode with NSDL

A. User already registered for NSDL IDeAS facility If you are already registered for NSDL IDeAS facility, 1. please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting services. 4. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. 5. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. B. User not registered for IDeAS e-Services: If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. After successful registration, please follow the steps given above to cast your vote B. by visiting E-Voting website of NSDL

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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. 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. 3. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. C. NSDL Speede Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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

1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. 2. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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.

- (B) Access through CDSL e Voting system for shareholders other than individual shareholders

holding shares in demat mode .

(1) Login method of e-Voting for Members (including HUF) other than individual Members.

Log on to the e-voting website www.evotingindia.com

Click on “Members” tab.

Now Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

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

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

• (ii) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

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

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

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

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

• (vi) Click on the EVSN for the relevant on which you choose to vote.

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

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

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

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

• (xi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• (xii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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

(2) Additional instruction for Non – Individual Members and Custodians for remote voting only

Step 1 : Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

Step 2 : A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

Step 3 : After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

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Step 4 : The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

Step 5 : It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Step 6 : Alternatively, Non Individual Members are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, at least 48 hours before the meeting to the Company at secretarial@ghcltextiles.co.in, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

For Demat Members -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), 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 Company (secretarial@ghcltextiles.co.in) / RTA (rnt.helpdesk@linkintime.co.in).

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

14. For Assistance / Queries for e-voting etc.

Login type	Helpdesk details
(i) Individual Members holding securities in Demat mode withCDSL	If you have any queries or issues regarding attending e-voting from the e-voting system, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com or contact at toll free no.1800225533 All grievances connected with the facility for voting by electronic means may be addressed toMr. Rakesh Dalvi, Sr. Manager, (CDSL)Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or contact at toll free no.1800225533.
(ii) Individual Members holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 THE COMPANIES ACT, 2013

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Item no. 1: Approval for appointment of Mrs. Sudha Pillai, IAS(Retd.) as an Independent Director of the Company

1. Board of Directors’ Recommendation:

In accordance with the provisions of Section 102 of the Companies Act, 2013, and the Listing Regulations, the Board of Directors presents this Explanatory Statement for the appointment of Mrs. Sudha Pillai, (DIN: 02263950) as an Independent Director of the Company.

The Nomination & Remuneration Committee, in its meeting held on October 28, 2024, recommended the appointment of Mrs. Sudha Pillai as an Independent Director after considering the core competencies and skills identified by the Board that are required for the Independent Director in the context of the business of the Company. Subsequently, the Board of Directors, in its meeting held on October 29, 2024, recommended to the members, the appointment of Mrs. Sudha Pillai as an Independent Director for a term of five consecutive years with effect from March 01, 2025.

The Board acknowledges Mrs. Sudha Pillai as a person of integrity, possessing relevant expertise and experience.

In accordance with Section 149 and Section 152 of the Companies Act, 2013, and other applicable provisions, Mrs. Sudha Pillai, being eligible for appointment, is proposed to be appointed as an Independent Director for a term of five consecutive years, commencing from March 01, 2025, and concluding on February 28, 2030.

2. Statutory Requirement:

As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed company shall appoint a person or continue the directorship of any person as a nonexecutive director who has attained the age of 75 (seventy-five) years unless it is approved by the members by passing a special resolution. Keeping in view the vast experience and expertise, the Nomination & Remuneration Committee of the Company had approved and recommended the appointment of Mrs. Sudha Pillai as Independent director even after she will attain the age of 75 years on May 01, 2025. Further as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is also required to obtain approval of shareholders for the appointment of a Director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, this proposal is being brought before the members for their consideration and approval effective from the date of appointment of Mrs. Sudha Pillai as an Independent Director through postal ballot keeping in mind the above statutory requirements.

3. Brief Profile of Mrs. Sudha Pillai:

Mrs. Sudha Pillai (DoB: 01.05.1950) is 1972 batch IAS officer (Kerala cadre). She is having a distinguished academic background, and completed master degree in Psychology from Punjab University and also done master in public administration from Kennedy School of Government, Harvard University, USA. She has worked in various departments of State Government/ Government of India.

Mrs. Sudha Pillai worked as District collector -Thiruvananthapuram, chairman and Managing Director of Kerala Financial Corporation, Secretary Finance (coordination), Principal Secretary Government of Kerala and handled Law and Order, Finance, Industrial Development, Corporate Affairs, Agriculture, Rural Development and Panchayati Raj, Policy formulation etc. She also worked as Managing Director, Kerala Ceramics Limited, Under Secretary, Department of supply, Government of India, Joint SecretaryMinistry of Corporate Affairs, Additional Secretary- Ministry of Mines, Government of India, Joint Secretary -Ministry of Rural Development and Additional Secretary- Ministry of Panchayati Raj.

She also contributed as members of various team for reformation of industrial licensing regime, MRTP Act, implementation of various Government programmes, drafting of FDI policy, national skill development policy, national policy on safety, health and environment.

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With strong leadership qualities and strategic thinking abilities, Mrs. Sudha Pillai will contribute significantly to the Board’s decision-making processes and sustainable growth of the Company.

4. Current Directorship and Committee positions :

Mrs. Sudha Pillai served as Director on the Board of various listed and unlisted Companies and at present, serving as Independent Director on the Board of Dalmia Bharat Limited, Indian Energy Exchange Ltd and Jubilant Ingrevia Limited.

Mrs. Sudha Pillai is neither a member of more than 10 Committees nor a Chairman of more than 5 Committees. She does not hold any shares in the Company. Mrs. Sudha Pillai fulfils the eligibility criteria set out under the Companies Act, 2013 and Listing Regulations read with other applicable provisions.

5. Statutory Declaration:

Mrs. Sudha Pillai confirmed that she has not incurred disqualification under Section 164(1) and 164(2) of the Companies Act, 2013 and that she, at present, stand free from any disqualification from being a director.

Mrs. Sudha Pillai has submitted her consent to act as a director in the prescribed form DIR- 2 dated October 26, 2024 and confirm that she is not disqualified to become a director under the Companies Act, 2013 and also confirm that she has not been convicted of any offence in connection with the promotion, formation or management of any Company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under the Companies Act, 2013 or any previous company law in the last five years. She further declared that if she gets appointed, his total directorship in all the companies shall not exceed the prescribed number of companies in which she can be appointed as a director. She further declared that she is not required to obtain the security clearance from the Ministry of Home Affairs, Government of India before seeking appointment as Director.

We would like to place on record before the shareholders that on the basis of declaration received from Mrs. Sudha Pillai dated October 26, 2024, Company has obtained a certificate from a company secretary in practice pursuant to requirement of Regulation 34(3) read with Para C (10) (i) under Schedule V of the SEBI Listing Regulations, 2015 read with SEBI Circular dated June 20, 2018, which confirm that Mrs. Sudha Pillai has not been debarred or disqualified from being appointed as a director of the Company by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

Mrs. Sudha Pillai has submitted her declaration of independence pursuant to Section 149 of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations 2015 and confirms that she satisfies the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI Listing Regulations, 2015. In line with the requirement of Regulation 25(8) of the SEBI Listing Regulations, 2015, Mrs. Sudha Pillai further confirmed that she is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact her ability to discharge her duties with an objective independent judgement and without any external influence.

Mrs. Sudha Pillai is registered with the database of independent directors maintained by Indian Institute of Corporate Affairs (IICA). She has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Appointment Rules, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

6. Entitlement of sitting fee and profit based annual commission:

Being Independent Director of the Company, Mrs. Sudha Pillai shall be entitled to receive sitting fee, reimbursement of expenses for participation in the Board and other meetings and profit based commission as may be determined by the Board of Directors upon recommendation of the Nomination and Remuneration Committee, within the overall approval given by the shareholders.

At present, sitting fee for attending the Board and Committee meeting is Rs. 25,000/- per meeting for non-executive directors including the independent directors.

The Board of Directors have approved the policy for payment of profit-based commission to nonexecutive directors including the independent directors. The policy outline following points.

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The quantum of commission shall be determined on the basis of

• (a) Outcome of the evaluation process which is driven by various factors including attendance and time spent in the board and committee meetings;

• (b) Role and responsibility as a Chairman / member of the Board and various Committee

• (c) Individual contributions at the meetings and contribution made by the directors other than the meetings.

7. Feedback Mechanism: As we propose the appointment of Mrs. Sudha Pillai as an Independent Director, we understand the significance of open communication and value your feedback. Your insights and opinions are crucial in shaping the governance and direction of GHCL Textiles Limited.

To facilitate this, we have established a feedback mechanism to ensure your voices are heard. We encourage you to share your thoughts, concerns, and suggestions regarding Mrs. Sudha Pillai's appointment. Your feedback will be instrumental in enhancing transparency, accountability, and the overall effectiveness of our governance structure.

You can provide your feedback by sending an email to secretarial@ghcltextiles.co.in and also in writing to the company secretary at the Corporate Office Noida.

8. Availability of relevant document for inspection:

All the relevant documents including disclosures of Mrs. Sudha Pillai as Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office and /or Corporate Office of the Company between 11.00 AM and 01.00 PM on all working days of the Company up to December 27, 2024.

Given the comprehensive disclosures outlined above, the Board of Directors affirms that Mrs. Sudha Pillai brings unparalleled knowledge and diverse industry experience, significantly contributing to the Company's success.

The Board, recognizing the immense value Mrs. Sudha Pillai will add to the Company, recommend the Special Resolution set out at Item No. 1 for her appointment as an Independent Director of the Company.

These disclosures are in line with Regulation 36(3) of the Listing Regulations and Secretarial Standard -2, which provide transparency and insights into Mrs. Sudha Pillai's pivotal role, performance, and also ensuring stakeholders are well informed about her contributions and compensation structure. Disclosures in line with Regulation 36(3) of the Listing Regulations and Secretarial Standard -2 are given as an Annexure – 1 (refer page 12).

Except Mrs. Sudha Pillai, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 1.

Page 11 of 20

Annexure - 1

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- Disclosures under Regulation 36(3) of the Listing Regulations read with SS 2 for appointment of Mrs. Sudha Pillai as an Independent Director

The relevant details of Mrs. Sudha Pillai, seeking appointment as an Independent Director under Item No. 1, as required under Regulation 36(3) of the Listing Regulations read with applicable provisions of the Companies Act, 2013 and relevant Secretarial Standards are given herein below:

Full Name	Mrs. Sudha Pillai
Director Identification Number (DIN)	02263950
Age	74years
Date of Birth	01.05.1950
Original Date of Appointment	Not applicable as Mrs. Sudha Pillai is being appointed first time as an Independent Director of the Company.
Qualification	Master in Public Administration
Nature of expertise in specific functional areas/ Experience and Expertise	Law, Finance, Industrial Development, Corporate Affairs, Agriculture, Policy formulation, Governance, CSR, Public advocacy & public policy, leadership and strategic thinking etc.
Remuneration last drawn (including sittingfees)	Not Applicable.
Remuneration to be paid	•Sitting fees for attending Board Meetings and Committee meetings, if any, where he is a member. •reimbursement of expenses for participation in the Board and other meetings, if any. •Commission, as determined by the Board of Directors upon recommendation of the Nomination and Remuneration Committee, within the overall approval given by the shareholders.
Term and conditions of appointment or re- appointment.	Appointment as an Independent Director for a term of 5 consecutive years w.e.f. March 01, 2025, not liable to retire by rotation.
Number of board meetings attended during FY 2024-25 (till the date of Notice)	Not Applicable
Shareholding in the Company including shareholding as a beneficial owner	None
Relationship with other Directors and KMP	None
Member/Chairperson of committees of the Company	None
Directorships held in other listed companies	1. Dalmia Bharat Limited 2. Indian Energy Exchange Ltd. 3. Jubilant Ingrevia Limited
Membership of committees held in other Indian companies	1. Jubilant Ingrevia Ltd - Nomination & Remuneration Committee and Risk Management Committee 2. Indian Energy Exchange Ltd – Nomination & Remuneration Committee
Chairpersonship of committees held in other Indian companies	1. Jubilant Ingrevia Ltd - CSR Committee 2. Indian Energy Exchange Ltd – Audit Committee and Stakeholders Relationship Committee
Listed entities in India from which the person has resigned as Director in past three years	1. Amber Enterprises India Limited 2. SMFG India Home Finance Company Limited 3. Jubilant Pharmova Limited 4. Dalmia Bharat Limited
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	As stated above.

Page 12 of 20

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Item no. 2: Approval for appointment of Mr. Virusangulaam Kumarasamy Jeyakodi, IAS (Retd.) as an Independent Director of the Company

1. Board of Directors’ Recommendation:

In accordance with the provisions of Section 102 of the Companies Act, 2013, and the SEBI Listing Regulations, 2015, the Board of Directors presents this Explanatory Statement for the appointment of Mr. Virusangulaam Kumarasamy Jeyakodi (DIN: 03636599) as an Independent Director of the Company.

The Nomination & Remuneration Committee, in its meeting held on October 28, 2024, recommended the appointment of Mr. Virusangulaam Kumarasamy Jeyakodi as an Independent Director after considering the core competencies and skills identified by the Board that are required for the Independent Director in the context of the Company’s business. Subsequently, the Board of Directors, in its meeting held on October 29, 2024, has recommended to the Members, the appointment of Mr. Virusangulaam Kumarasamy Jeyakodi as an Independent Director for a term of five consecutive years with effect from March 01, 2025.

The Board acknowledges Mr. Virusangulaam Kumarasamy Jeyakodi as a person of integrity, possessing relevant expertise and experience. The appointment is in line with the criteria of an independent director as prescribed in Section 149(6) read with Regulation 16(1)(b) of SEBI Listing Regulations, 2015. The Board affirms that his appointment is independent of the management.

In accordance with Section 149 and Section 152 of the Companies Act, 2013, and other applicable provisions, Mr. Virusangulaam Kumarasamy Jeyakodi, being eligible for appointment, is proposed to be appointed as an Independent Director for a term of five consecutive years, commencing from March 01, 2025, and concluding on February 28, 2030.

2. Statutory Requirement:

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is required to obtain approval of shareholders for the appointment of a Director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, this proposal is being brought before the members for consideration and approval, effective from the date of appointment of Mr. Virusangulaam Kumarasamy Jeyakodi as an Independent Director through postal ballot keeping in mind the above statutory requirement.

3. Brief Profile of Mr. Virusangulaam Kumarasamy Jeyakodi:

Mr. V. K. Jeyakodi (DoB: 20.12.1959) is 1984 batch IAS officer (Tamil Nadu Cadre). He has worked in various departments of State Government and Government of India. Mr. Jeyakodi, completed his BE (Hons) in Electronics and Communication Engineering from Madras University. He has completed MBA (International Business) from Sydney. During his tenure as an IAS with Tamil Nadu Government, he had served as Chief Executive / General Manager – Madurai District Milk Producers' Co-operative Union, Deputy Secretary to Government – Food & Civil Supplies, public department, Director of Sericulture, Salem, Deputy Commissioner of Commercial Taxes (Enforcement), Managing Director, Tamil Nadu Civil Supplies Corporation, Executive Director - TN Industrial Development Corporation, Principal Secretary - Technical Education, Commercial Taxes, Revenue Department, Tourism & Culture Department etc., Chairman & Managing Director -TN Power Finance & Infrastructure Development Corporation Ltd, Commissioner of Land Administration etc.

At present he is working as Board Member of Finance Committee, Indian Maritime University, Ministry of Shipping, Govt of India and Independent External Monitor (IEM) of Power Finance Corporation Consultancy Limited and Banaras Hindu University, Varanasi. His deep understanding of the law, general management, finance empowers him to contribute effectively to the Board’s deliberations on governance matters. His general management skills enable him to provide valuable insights and guidance in shaping the Company’s strategic direction. Moreover, his commitment to public advocacy and public policy positions him as a trusted advocate for stakeholders’ interests.

Page 13 of 20

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With his extensive expertise, financial understanding, and multifaceted leadership skills, Mr. Virusangulaam Kumarasamy Jeyakodi enhances the Company’s ability to navigate company’s governance landscapes. His presence on the Board not only strengthens the Company’s commitment to excellence but also ensures that it upholds the highest standards of ethics and integrity.

4. Current Directorship and Committee positions :

At present Mr. V. K. Jeyakodi is not holding any position as Director in any Company.

Mr. V. K. Jeyakodi is neither a member of more than 10 Committees nor a Chairman of more than 5 Committees. He does not hold any shares in the Company individually or as Beneficial Owner.

Mr. V. K. Jeyakodi fulfils the eligibility criteria set out under the Companies Act, 2013 and Listing Regulations read with other applicable provisions. Mr. V. K. Jeyakodi has not resigned as Independent Director from any listed Company in past three years.

5. Statutory Declaration:

Mr. V. K. Jeyakodi has notified his interest in other Companies in the prescribed form DIR – 8 dated October 25, 2024.

Mr. V. K. Jeyakodi confirmed that he has not incurred disqualification under Section 164(1) and 164(2) of the Companies Act, 2013, and that he at present, stand free from any disqualification from being a director.

Mr. V. K. Jeyakodi has submitted his consent to act as a director in the prescribed form DIR – 2 dated October 25, 2024 and confirm that he is not disqualified to become a director under the Companies Act, 2013 and also confirm that he has not been convicted of any offence in connection with the promotion, formation or management of any Company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under the Companies Act, 2013 or any previous company law in the last five years. He further declared that if he gets appointed, his total directorship in all the companies shall not exceed the prescribed number of companies in which he can be appointed as a director. He further declared that he is not required to obtain the security clearance from the Ministry of Home Affairs, Government of India before seeking appointment as Director.

We would like to place on record before the shareholders that on the basis of declaration received from Mr. V. K. Jeyakodi dated October 25, 2024, Company has obtained a certificate from a company secretary in practice pursuant to requirement of Regulation 34(3) read with Para C (10) (i) under Schedule V of the SEBI Listing Regulations, 2015 read with SEBI Circular dated June 20, 2018, which confirm that Mr. V. K. Jeyakodi has not been debarred or disqualified from being appointed as a director of the Company by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

Mr. V. K. Jeyakodi has submitted his declaration of independence pursuant to Section 149 of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations 2015 and confirms that he satisfies the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI Listing Regulations, 2015. In line with the requirement of Regulation 25(8) of the SEBI Listing Regulations, 2015, Mr. V. K. Jeyakodi further confirms that he is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgement and without any external influence.

Mr. V. K. Jeyakodi is in process of registration with the database of independent directors maintained by Indian Institute of Corporate Affairs (IICA) as per the requirement of Rules 6(1) and 6(2) of the Appointment Rules, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

6. Entitlement of sitting fee and profit based annual commission:

Being Independent Director of the Company, Mr. V. K. Jeyakodi shall be entitled to receive sitting fee, reimbursement of expenses for participation in the Board and other meetings and profit based commission as may be determined by the Board of Directors upon recommendation of the Nomination and Remuneration Committee, within the overall approval given by the shareholders. As per the

Page 14 of 20

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provisions of Section 197 read with Section 149 of the Companies Act, 2013 and being Independent Director of the Company, Mr. V. K. Jeyakodi shall not be entitled to any stock option.

At present, sitting fee for attending the Board and Committee meeting is Rs. 25,000/- per meeting for non-executive directors including the independent directors.

The Board of Directors have approved the policy for payment of profit based commission to nonexecutive directors including the independent directors. The policy outline following points.

The quantum of commission shall be determined on the basis of

• a. Outcome of the evaluation process which is driven by various factors including attendance and time spent in the board and committee meetings;

• b. Role and responsibility as a Chairman / member of the Board and various Committee

• c. Individual contributions at the meetings and contribution made by the directors other than the meetings.

7. Feedback Mechanism: As we propose the appointment of Mr. V. K. Jeyakodi as an Independent Director, we understand the significance of open communication and value your feedback. Your insights and opinions are crucial in shaping the governance and direction of GHCL Textiles Limited.

To facilitate this, we have established a feedback mechanism to ensure your voices are heard. We encourage you to share your thoughts, concerns, and suggestions regarding appointment of Mr. V. K. Jeyakodi. Your feedback will be instrumental in enhancing transparency, accountability, and the overall effectiveness of our governance structure.

You can provide your feedback by sending an email to secretarial@ghcltextiles.co.in and also in writing to the company secretary at the Corporate Office Noida.

8. Availability of relevant document for inspection:

All the relevant documents including disclosures of Mr. V. K. Jeyakodi as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office and /or Corporate Office of the Company between 11.00 AM and 01.00 PM on all working days of the Company up to December 27, 2024.

Given the comprehensive disclosures outlined above, the Board of Directors affirms that Mr. V. K. Jeyakodi brings unparalleled knowledge and experience, significantly contributing to the Company's success. His consistent and active participation in various board and committee meetings underscores his commitment to governance and strategic decision-making.

The Board, recognizing the immense value, Mr. V. K. Jeyakodi will add to the Company, recommends the Special Resolution set out at Item No. 2 for his appointment.

These disclosures are in line with Regulation 36(3) of the Listing Regulations and Secretarial Standard -2, which provide transparency and insights into Mr. V. K. Jeyakodi’s pivotal role, performance, and also ensuring stakeholders are well informed about his contributions and compensation structure. Disclosures in line with Regulation 36(3) of the Listing Regulations and Secretarial Standard -2 are given as an Annexure – 2 (refer page 16).

Except Mr. V. K. Jeyakodi, being an appointee, to the extent of their shareholding, if any, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 2.

Page 15 of 20

Annexure - 2

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- Disclosures under Regulation 36(3) of the Listing Regulations read with SS 2 for appointment of Mr. Virusangulaam Kumarasamy Jeyakodi as an Independent Director

The relevant details of Mr. Virusangulaam Kumarasamy Jeyakodi, seeking appointment as Independent Director under Item No. 2, as required under Regulation 36(3) of the Listing Regulations read with applicable provisions of the Companies Act, 2013 and relevant Secretarial Standards are given herein below:

given herein below:
Full Name	Mr. Virusangulaam Kumarasamy Jeyakodi
Director Identification Number (DIN)	03636599
Age	64 years
Date of Birth	20-12-1959
Original Date of Appointment	Not applicable as Mr. Virusangulaam Kumarasamy Jeyakodi is being appointed for first time.
Qualification	BE (Hons) in Electronics MBA (International Business)
Experience and Expertise	Law, Governance, CSR, Public advocacy & public policy, financial understanding, leadership, strategic thinking, and general management.
Remuneration last drawn (including sitting fees)	Not Applicable
Remuneration to be paid	• Sitting fees for attending Board Meetings and Committee meetings, if any, where he is a member. • reimbursement of expenses for participation in the Board and other meetings, if any. • Commission, as determined by the Board of Directors upon recommendation of the Nomination and Remuneration Committee, within the overall approval given by the shareholders.
Term and conditions of appointment or re-appointment.	Appointment as an Independent Director for a term of 5 consecutive years w.e.f. March 01, 2025, not liable to retire byrotation.
Number of board meetings attended during FY 2024-25 (till the date of this Notice)	Not Applicable
Shareholding in the Company including shareholding as a beneficial owner	None
Relationship with other directors and KMP	None
Member/Chairperson of committees of the Company	None
Directorships held in other listed companies	None
Membership of committees held in other Indian companies	None
Chairpersonship of committees held in other Indian companies	None
Listed entities in India from which the person has resigned as Director in past threeyears	Not Applicable
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	As stated above.

Page 16 of 20

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Item no. 3: Approval for appointment of Mr. Chathamur Raman Rajagopal, as an Independent Director of the Company

1. Board of Directors’ Recommendation:

In accordance with the provisions of Section 102 of the Companies Act, 2013, and the SEBI Listing Regulations, 2015, the Board of Directors presents this Explanatory Statement for the appointment of Mr. Chathamur Raman Rajagopal (DIN: 08853688) as an Independent Director of the Company.

The Nomination & Remuneration Committee, in its meeting held on October 28, 2024, recommended the appointment of Mr. C.R. Rajagopal as an Independent Director after considering the core competencies and skills identified by the Board that are required for the Independent Director in the context of the Company’s business. Subsequently, the Board of Directors, in its meeting held on October 29, 2024, has recommended to the Members, the appointment of Mr. C.R. Rajagopal as an Independent Director for a term of five consecutive years with effect from March 01, 2025.

The Board acknowledges Mr. C.R. Rajagopal as a person of integrity, possessing relevant expertise and experience. The appointment is in line with the criteria of an independent director as prescribed in Section 149(6) read with Regulation 16(1)(b) of SEBI Listing Regulations, 2015. The Board affirms that his appointment is independent of the management.

In accordance with Section 149 and Section 152 of the Companies Act, 2013, and other applicable provisions, Mr. C.R. Rajagopal, being eligible for appointment, is proposed to be appointed as an Independent Director for a term of five consecutive years, commencing from March 01, 2025, and concluding on February 28, 2030.

2. Statutory Requirement:

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is required to obtain approval of shareholders for the appointment of a Director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, this proposal is being brought before the members for consideration approval effective from the date of appointment of Mr. C.R. Rajagopal as an Independent Director through postal ballot keeping in mind the above statutory requirement.

3. Brief Profile of Mr. Chathamur Raman Rajagopal:

Mr. C.R. Rajagopal (DoB: 08.01.1960) is a Chartered accountant and member of Institute of Chartered Accountant (ICAI) since 1984. He has done his graduation from Madras University. Mr. Rajagopal has a vast industrial experience of approx.40 years in industry in various roles in Textiles, Apparel and fashion, Automotive component manufacturing, Mining, Aluminum, Entertainment, Agriculture and allied sectors and Retail. He worked with different firms and companies, as partner with Deloitte India and for last 24 years working as consultant/ advisor for business and start-ups mainly focused in textiles industry.

Mr. C.R. Rajagopal have a vast experience in setting up of textile projects and part of the Advisory bodies for the industry. He is involved with textile industry as member for formulating financial restructuring, plan submission with Confederation of Indian Textile Industry (CITI) and other apex body of textiles industry.

At present he is serving as Directors on the Board of various Companies.

4. Current Directorship and Committee positions :

Mr. C.R. Rajagopal served as Director on the Board of various listed and unlisted Companies and at present, serving as Independent Director on the Board of S.P. Apparels Ltd, and also as director in various private and public unlisted Companies i.e. Eastman Exports Global Clothing Private Limited, Tricolour Financial Services Private Limited, Kaapi Machines (India) Private Limited, S.P Retail Ventures Limited, Bohne Engineering Private Limited, Values Alternative Investments International Private Limited, Young Brand Apparel Private Limited and Young Brand Global Private Limited.

Mr. C.R. Rajagopal is neither a member of more than 10 Committees nor a Chairman of more than 5 Committees. He does not hold any shares in the Company individually or as Beneficial Owner.

Page 17 of 20

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Mr. C.R. Rajagopal fulfils the eligibility criteria set out under the Companies Act, 2013 and Listing Regulations read with other applicable provisions. Mr. C.R. Rajagopal has not resigned as Independent Director from any listed Company in past three years.

5. Statutory Declaration:

Mr. C.R. Rajagopal has notified to the Company in the prescribed form DIR-8 dated October 21, 2024, his interest in other company by virtue of his directorship.

Mr. C.R. Rajagopal confirmed that he has not incurred any disqualification under Section 164(1) and 164(2) of the Companies Act, 2013, in the previous financial year, and that he at present, stand free from any disqualification from being a director.

Mr. C.R. Rajagopal has submitted his consent to act as a director in the prescribed form DIR - 2 dated October 21, 2024 and confirm that he is not disqualified to become a director under the Companies Act, 2013 and also confirm that he has not been convicted of any offence in connection with the promotion, formation or management of any Company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under the Companies Act, 2013 or any previous company law in the last five years. He further declared that if he gets appointed, his total directorship in all the companies shall not exceed the prescribed number of companies in which he can be appointed as a director. He further declared that he is not required to obtain the security clearance from the Ministry of Home Affairs, Government of India before seeking appointment as Director.

We would like to place on record before the shareholders that on the basis of declaration received from Mr. C.R. Rajagopal dated October 21, 2024, Company has obtained a certificate from a company secretary in practice pursuant to requirement of Regulation 34(3) read with Para C (10) (i) under Schedule V of the SEBI Listing Regulations, 2015 read with SEBI Circular dated June 20, 2018, which confirm that Mr. C.R. Rajagopal has not been debarred or disqualified from being appointed as a director of the Company by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

Mr. C.R. Rajagopal has submitted his declaration of independence pursuant to Section 149 of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations 2015 and confirms that he satisfies the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI Listing Regulations, 2015. In line with the requirement of Regulation 25(8) of the SEBI Listing Regulations, 2015, Mr. C.R. Rajagopal further confirms that he is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgement and without any external influence.

Mr. C.R. Rajagopal registered with the database of independent directors maintained by Indian Institute of Corporate Affairs (IICA). He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Appointment Rules, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

6. Entitlement of sitting fee and profit based annual commission:

Being Independent Director of the Company, Mr. C.R. Rajagopal shall be entitled to receive sitting fee, reimbursement of expenses for participation in the Board and other meetings and profit based commission as may be determined by the Board of Directors upon recommendation of the Nomination and Remuneration Committee, within the overall approval given by the shareholders. As per the provisions of Section 197 read with Section 149 of the Companies Act, 2013 and being Independent Director of the Company, Mr. C.R. Rajagopal shall not be entitled to any stock option.

At present, sitting fee for attending the Board and Committee meeting is Rs. 25,000/- per meeting for non-executive directors including the independent directors.

The Board of Directors have approved the policy for payment of profit-based commission to nonexecutive directors including the independent directors. The policy outline following points.

The quantum of commission shall be determined on the basis of

• a. Outcome of the evaluation process which is driven by various factors including attendance and time spent in the board and committee meetings;

Page 18 of 20

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• b. Role and responsibility as a Chairman / member of the Board and various Committee

• c. Individual contributions at the meetings and contribution made by the directors other than the meetings.

7. Feedback Mechanism: As we propose the appointment of Mr. C.R. Rajagopal as an Independent Director, we understand the significance of open communication and value your feedback. Your insights and opinions are crucial in shaping the governance and direction of GHCL Textiles Limited.

To facilitate this, we have established a feedback mechanism to ensure your voices are heard. We encourage you to share your thoughts, concerns, and suggestions regarding appointment of Mr. C.R. Rajagopal. Your feedback will be instrumental in enhancing transparency, accountability, and the overall effectiveness of our governance structure.

You can provide your feedback by sending an email to secretarial@ghcltextiles.co.in and also in writing to the company secretary at the Corporate Office Noida.

8. Availability of relevant document for inspection:

All the relevant documents including disclosures of Mr. C.R. Rajagopal as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office and /or Corporate Office of the Company between 11.00 AM and 01.00 PM on all working days of the Company up to December 27, 2024.

Given the comprehensive disclosures outlined above, the Board of Directors affirms that Mr. C.R. Rajagopal brings unparalleled knowledge and legal experience, significantly contributing to the Company's success. His consistent and active participation in various board and committee meetings underscores his commitment to governance and strategic decision-making.

The Board, recognizing the immense value, Mr. C.R. Rajagopal will add to the Company, recommends the Special Resolution set out at item no. 3 for his appointment.

These disclosures are in line with Regulation 36(3) of the Listing Regulations and Secretarial Standard -2, which provide transparency and insights into Mr. C.R. Rajagopal’s pivotal role, performance, and also ensuring stakeholders are well informed about his contributions and compensation structure. Disclosures in line with Regulation 36(3) of the Listing Regulations and Secretarial Standard -2 are given as an Annexure – 3 (refer page 20).

Except Mr. C.R. Rajagopal, being an appointee, to the extent of their shareholding, if any, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 3.

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Annexure - 3

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- Disclosures under Regulation 36(3) of the Listing Regulations read with SS 2 for appointment of Mr. Chathamur Raman Rajagopal as an Independent Director

The relevant details of Mr. Chathamur Raman Rajagopal, seeking appointment as Independent Director under Item No. 3, as required under Regulation 36(3) of the Listing Regulations read with applicable provisions of the Companies Act, 2013 and relevant Secretarial Standards are given herein below:

below:
Full Name	Mr. Chathamur Raman Rajagopal
Director Identification Number (DIN)	08853688
Age	64 years
Date of Birth	08.01.1960
Original Date of Appointment	Not applicable as Mr. C.R. Rajagopal is being appointed for first time
Qualification	Graduate from Madras University Chartered Accountant
Experience and Expertise	Finance, Law, Textiles, Governance, policy, leadership and strategic thinking, and general management.
Remuneration last drawn (including sitting fees)	Not Applicable
Remuneration to be paid	• Sitting fees for attending Board Meetings and Committee meetings, if any, where he is a member. • reimbursement of expenses for participation in the Board and other meetings, if any. • Commission, as determined by the Board of Directors upon recommendation of the Nomination and Remuneration Committee, within the overall approval given by the shareholders.
Term and conditions of appointment or re-appointment.	Appointment as an Independent Director for a term of 5 consecutive years w.e.f. March 01, 2025, not liable to retire byrotation.
Number of board meetings attended during FY 2024-25 (till the date of this Notice)	Not Applicable
Shareholding in the Company including shareholding as a beneficial owner	NIL
Relationship with other directors and KMP	None
Member/Chairperson of committees of the Company	None
Directorships held in other listed companies	S.P.Apparels Ltd
Membership of committees held in other Indian companies	S.P.Apparels Ltd – Audit Committee and Risk Management Committee.
Chairpersonship of committees held in other Indian companies	S.P. Apparels Ltd – Nomination & Remuneration Committee and Stakeholders’ Relationship Committee.
Listed entities in India from which the person has resigned as Director in past threeyears	Not Applicable
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	As stated above.

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