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Gujarat Ambuja Exports Ltd. Proxy Solicitation & Information Statement 2025

Nov 20, 2025

59181_rns_2025-11-20_7232e555-a674-4596-9be4-0a7dccdcc8d7.pdf

Proxy Solicitation & Information Statement

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REF : GAEL\STOCK37\2025\56 Date : 20[th] November, 2025

BY E-FILING

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, Fort, G Block, Bandra Kurla Complex, Mumbai - 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 524226 Symbol: GAEL

Dear Sir/Madam,

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

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), please find attached the Postal Ballot Notice dated 08[th] November, 2025 along with the Explanatory Statement and remote e-voting instruction (“ Postal Ballot Notice ”), for seeking approval of the Members of the Company, by way of voting through electronic means (“ remote e- voting ”) for following special business items:

Sr.
No.
Description Type of resolution
1 To approve the appointment of Mr. Dukhabandhu Rath (DIN:
08965826), as a Non-Executive & Independent Director of the
Company;
Special Resolution
2 To approve the appointment of Mr. Yogesh Ghanshyambhai
Shah (DIN: 11203883) as a Non-Executive & Independent
Director of the Company;
Special Resolution
3 To approve the appointment of Ms. Gauri Trivedi (DIN:
06502788) as a Non-Executive & Independent Director of the
Company.
Special Resolution

In compliance with the relevant circulars issued by Ministry of Corporate Affairs (“ MCA ”) and the Securities and Exchange Board of India, Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories as on Friday, 14[th] November, 2025 (“ Cut-off Date ).

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The Company has engaged the services of Central Depository Services (India) Limited for providing remote e-voting facility to all its Members. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: Friday, 21[st] November, 2025 at 09:00 a.m. IST End of remote e-voting: Saturday, 20[th] December, 2025 at 05:00 p.m. IST

In accordance with the provisions of the relevant MCA circulars, the Company has arranged for the Members to register their e-mail addresses. Therefore, those Members who have not yet registered their e-mail addresses are requested to register their e-mail addresses by following the procedure set out in the notes to the Postal Ballot Notice.

This Postal Ballot Notice is also being uploaded on the Company’s website at www.ambujagroup.com.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

FOR, GUJARAT AMBUJA EXPORTS LIMITED

Digitally signed by KALPESH BHUPATBHAI DAVE KALPESH DN: c=IN, postalCode=380058, st=GUJARAT, street=B-303, AAKASH RESIDENCY ,CLUB O7 ROAD ,AHMEDABAD,380058, l=AHMEDABAD, o=Personal, serialNumber=f350912837a248f4d75e6404ceda493b591e31 BHUPATBHAI 32c4d22937d54aaa35a51caafb, pseudonym=32b4fe3d08e747c98a50987591ced4fb, 2.5.4.20=5a93d799ce6c810a49ba77ced1a09e948a2793544bf 06cf326e1aafd05b6e3ac, [email protected], DAVE cn=KALPESH BHUPATBHAI DAVE Date: 2025.11.20 17:32:22 +05'30' KALPESH DAVE COMPANY SECRETARY (ACS-32878)

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Encl.: As above

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GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

Registered Office : “Ambuja Tower”, Opp. Sindhu Bhavan, Sindhu Bhavan Road, Bodakdev, P.O. Thaltej, Ahmedabad - 380054, India CIN : L15140GJ1991PLC016151 Website: www.ambujagroup.com; Email: [email protected]; Tel.: +91 79 6155 6677; Fax: +91 79 6155 6677

NOTICE OF POSTAL BALLOT

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

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (the “ Act ”) including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), as amended, Secretarial Standard-2 on General Meetings (the “ SS-2 ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”), guidelines prescribed by the Ministry of Corporate Affairs (the “ MCA ”), Government of India, for holding general meetings/conducting postal ballot process through e-voting vide General Circular No. 14/2020 dated 08th April, 2020, 17/2020 dated 13th April, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 03/2025 dated 22nd September, 2025 (collectively referred to as “ MCA Circulars ”) and any other applicable provisions, laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the following resolutions are proposed to be passed by the Members of Gujarat Ambuja Exports Limited (the “ Company ”) through Postal Ballot by way of Voting through Electronic Means (“ remote e-voting ”) only.

The proposed resolutions and the Explanatory Statement pursuant to Sections 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder and details as required under Regulation 36 of the Listing Regulations, Secretarial Standard on General Meetings (SS-2) setting out the material facts and reasons thereof concerning the resolutions mentioned in this Postal Ballot Notice, are annexed hereto.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e. voting through electronic means only instead of submitting postal ballot forms. Members are requested to follow the procedure as stated in the Notes for casting of votes by remote e-voting.

st

The remote e-voting period commences from Friday, 21 November, 2025 at 9:00 a.m. IST and ends on Saturday, 20th December, 2025 at 5:00 p.m. IST , as per the instructions provided in Note No. 13. Members are requested to carefully read the instructions mentioned under the head 'Information and Instructions for remote e-voting' in this Postal Ballot Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolutions through remote e-voting not later than Saturday, 20th December, 2025 at 5:00 p.m., failing which it will be considered that no reply has been received from the Member.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company at their meeting held on Saturday, 08th November, 2025 has appointed Mr. Chirag Shah (Membership No. FCS: 5545; CP No: 3498) and failing him Mr. Raimeen Maradiya (Membership No. FCS: 11283; CP No: 17554) of M/s. Chirag Shah & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot and remote e- voting process in a fair and transparent manner. Upon completion of e- voting period, the Scrutinizer shall submit his report to the Chairman of the Company or any other person authorised by the Chairman. The result of the Postal Ballot shall be announced within two (2) working days of conclusion of remote e-voting process i.e. on or before Tuesday, 23rd December, 2025 at the Registered Office of the Company and shall a l s o b e p l a c e d o n t h e w e b s i t e o f t h e C o m p a n y a t www.ambujagroup.com and on the website of CDSL at www.evotingindia.com and shall also be communicated to the BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”). The Scrutinizer's decision on the validity of the Postal Ballot

The proposed resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. Saturday, 20th December, 2025. The resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same have been passed at the General Meeting of the Members.

SPECIAL BUSINESS:

ITEM NO. 1

The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “ CDSL ” or “ Service Provider ”) for facilitating remote e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms.

In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. Jupiter Corporate Services Limited, Registrar and Share Transfer Agent (the “ RTA ”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.

To approve the appointment of Mr. Dukhabandhu Rath (DIN: 08965826), as a Non-Executive & Independent Director of the Company

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the

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Postal Ballot Notice

GUJARAT AMBUJA EXPORTS LIMITED

NURTURING BRANDS

applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the appointment of Mr. Dukhabandhu Rath (DIN: 08965826), who was appointed as an Additional Director, designated as a Non-Executive & Independent Director by the Board of Directors of the Company at its meeting held on 08th November, 2025 based on the recommendation of the Nomination and Remuneration Committee, pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, being eligible, be and is hereby appointed as a Non-Executive & Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 08th November, 2025;

RESOLVED FURTHER THAT the Board of Directors or any duly constituted Committee of the Board, be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and / or expedient in connection therewith or incidental thereto, to give effect to this resolution.”

ITEM NO. 2

To approve the appointment of Mr. Yogesh Ghanshyambhai Shah (DIN: 11203883) as a Non-Executive & Independent Director of the Company

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the appointment of Mr. Yogesh Ghanshyambhai Shah (DIN: 11203883), who was appointed as an Additional Director, designated as a Non-Executive & Independent Director by the Board of Directors of the Company at its meeting held on 08th November, 2025 based on the recommendation of the Nomination and Remuneration Committee, pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, being eligible, be and is hereby appointed as a Non-Executive & Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 08th November, 2025;

RESOLVED FURTHER THAT the Board of Directors or any duly constituted Committee of the Board, be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and / or expedient in connection therewith or incidental thereto, to give effect to this resolution.”

ITEM NO. 3

To approve the appointment of Ms. Gauri Trivedi (DIN: 06502788) as a Non-Executive & Independent Director of the Company

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the appointment of Ms. Gauri Trivedi (DIN: 06502788), who was appointed as an Additional Director, designated as a Non-Executive & Independent Director by the Board of Directors of the Company at its meeting held on 08th November, 2025 based on the recommendation of the Nomination and Remuneration Committee, pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, being eligible, be and is hereby appointed as a Non-Executive & Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 08th November, 2025;

RESOLVED FURTHER THAT the Board of Directors or any duly constituted Committee of the Board, be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and / or expedient in connection therewith or incidental thereto, to give effect to this resolution.”

For and on behalf of the Board of Directors

Kalpesh Dave Company Secretary (ACS 32878)

Registered Office:

“Ambuja Tower”, Opp. Sindhu Bhavan, Sindhu Bhavan Road, Bodakdev, P.O. Thaltej, Ahmedabad - 380054 (Gujarat) India. CIN: L15140GJ1991PLC016151 Email: [email protected] Website : www.ambujagroup.com Tel.: +91 79 6155 6677 Fax: +91 79 6155 6678

Place : Ahmedabad Date : 08th November, 2025

NOTES:

  1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ('Act') read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) setting out all material facts relating to the resolution mentioned in this Notice is annexed hereto and form parts of this Postal Ballot Notice.

  2. In accordance with the MCA Circulars and the Listing Regulations, the Postal Ballot Notice is being sent in electronic form only by e- mail to all Members, whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “ NSDL ”) and Central Depository Services (India) Limited (the “ CDSL ”) as on Friday, 14th November, 2025 (the “ Cut-off date ”) and who have registered their e-mail addresses, in respect of electronic holdings, with the respective Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, i.e. M/s. Jupiter Corporate Services Limited (the

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GUJARAT AMBUJA EXPORTS LIMITED

NURTURING BRANDS

  • RTA ”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA Circulars. Cut-off date is for determining the eligibility to vote by electronic means. A person who is not a Member as on the Cut-off date or who becomes a Member of the Company after the Cut-off date should treat this Postal Ballot Notice for information purposes only.

  • This Postal Ballot Notice shall also be available on the website of the Company at www.ambujagroup.com, website of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.nseindia.com respectively, and on the website of CDSL at www.evotingindia.com.

  • In accordance with the MCA Circulars, the Postal Ballot Notice is being sent in electronic mode to all the Members who have registered their email addresses with the Company / RTA. The physical copy of the Postal Ballot Notice along with the Postal Ballot forms and prepaid business envelope will not be sent to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.

  • In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India on General Meetings, the Company is offering remote e-voting facility to enable the Members to cast their votes electronically. The instructions for remote e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

  • The remote e-voting rights of the Members shall be reckoned on the shares held by them as on Friday, 14th November, 2025 being the Cut-off date for the purpose. The Members of the Company holding shares either in dematerialised or in physical form as on the Cut-off date (including those Members who may not have received this Postal Ballot Notice due to non-registration of their e-mail address with the Company or RTA or the Depositories / Depository Participants), can cast their vote electronically.

  • The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the Members shall be in proportion to the percentage of paid-up share capital of the Company held by them as on Cut-off date i.e. Friday, 14th November, 2025. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

  • A Member cannot exercise his/her vote through proxy on postal ballot. However corporate and institutional Members shall be entitled to vote through their authorised representatives. Corporate and institutional Members (are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  • Once the vote is cast, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

  • Remote e-voting period commences from Friday, 21st November, 2025 at 9:00 a.m. IST and ends on Saturday, 20th December, 2025 at 5:00 p.m. IST. At the end of the remote e-voting period, the facility shall forthwith be blocked and remote e-voting shall not be allowed beyond the said date and time.

  • All the documents referred to in this Postal Ballot Notice and Explanatory Statement shall be available for inspection through electronic mode until the last day of remote e-voting, Members seeking to inspect such documents can send an email to [email protected].

  • The date of completion of dispatch of Postal Ballot Notices through e-mails only, will be announced through advertisement in the Newspapers.

  • GENERAL INFORMATION AND INSTRUCTIONS RELATING TO REMOTE E-VOTING: -

  • (i) The voting period begins on Friday, 21st November, 2025 at 9:00 a.m. IST and ends on Saturday, 20th December, 2025 at 5:00 p.m. IST . During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Friday, 14th November, 2025 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of the Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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

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

Step 1: Access through Depositories CDSL/NSDL e- Voting system in case of individual shareholders holding shares in demat mode.

  • (iii) In terms of SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 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.

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GUJARAT AMBUJA EXPORTS LIMITED

NURTURING BRANDS

Pursuant to abovesaid SEBI Circular, Login method for remote e-voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders
Login Method
Individual Shareholders holding securities in
1)
Users who have opted for CDSL Easi / Easiest facility,
Demat mode withCDSL Depository
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
and click on
www.cdslindia.com
login icon & My Easi New (Token) 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. Additionally, there is
also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service
providers' website directly.
3)
If the user is not registered for Easi/Easiest, option to register is
available at cdsl website
and click on login
www.cdslindia.com
& My Easi New (Token) Tab and then click on registration
option.
4)
Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
Voting link available on
home page. The
www.cdslindia.com
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 Shareholders holding securities in demat mode
1)
If you are already registered for NSDL IDeAS facility, please
withNSDL Depository
visit the e-Services website of NSDL. Open web browser by
typing the following URL:
either on
https://eservices.nsdl.com
a Personal Computer or on a mobile. Once the home page of e-
Services is launched, click on the “Benefcial Owner” icon
under “Login” which is available under 'IDeAS' section. 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. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. 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.
2)
If the user is not registered for IDeAS e-Services, option to
register is available at
Select
https://eservices.nsdl.com.
“Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp





























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GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

3)
4)
Individual Shareholders (holding securities in demat mode)
login through theirDepository Participants
Visit the e-voting website of NSDL. Open web browser by
typing the following URL:https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login”
which is available under 'Shareholder/Member' section. A new
screen will open. You will have to enter your User ID (i.e. your
sixteen digit demat account number hold with NSDL),
Password/OTP and a Verifcation Code as shown on the screen.
After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period.
F o r O T P b a s e d l o g i n y o u c a n c l i c k o n
https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.j
spYou will have to enter your 8-digit DP ID, 8-digit Client Id,
PAN No., Verifcation code and generate OTP. Enter the OTP
received on registered email id/mobile number and click on
login. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page.
Click oncompany name or e-Voting service provider name
and you will be re-directed toe-Voting service provider
websitefor casting your vote during the remote e-Voting
period.
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. 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. 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.

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

Login type Helpdesk details
Individual Shareholders holding securities in Demat mode with Members facing any technical issue in login can contact CDSL
CDSL helpdesk by sending a request at
[email protected] or contact at toll free
no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with Members facing any technical issue in login can contact NSDL
NSDL helpdesk by sending a request at
or call at
[email protected]
toll free no.: 022-4886 7000 and 022-2499 7000

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GUJARAT AMBUJA EXPORTS LIMITED

NURTURING BRANDS

  • Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and Non-Individual Shareholders in demat mode

Login method for Remote e-voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

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

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

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

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

  • PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

  • l Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/Registrar and Share Transfer Agent or contact Company/ Registrar and Share Transfer Agent.

  • Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat OR Date of Birth (DOB) account or in the company records in order to login. l If both the details are not recorded with the depository or company, please enter the Member id /

    • l Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/Registrar and Share Transfer Agent or contact Company/ Registrar and Share Transfer Agent.
  • 7) After entering these details appropriately, click on “SUBMIT” tab.

10) Click on the EVSN of Gujarat Ambuja Exports Limited i.e. 251117002.

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

  • 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • 11) 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.

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

  • 13) 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.

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GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

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

  • 15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

duly authorised signatory who are authorised to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

  • 16) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • 17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for

Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.

  • l Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • l A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • l 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.

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

  • l 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.

  • l Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the

  • MEMBERS WHOSE E-MAIL ID / MOBILE NUMBER ARE NOT REGISTERED CAN GET THEIR E-MAIL ID / MOBILE NUMBER, REGISTERED AS FOLLOWS:

  • a. Members holding shares in demat form can get their E-mail Id registered / updated by contacting their respective Depository Participant (DP).

  • b. Members holding shares in the physical form can get their E- mail Id registered by contacting our Registrar and Share Transfer Agent “Jupiter Corporate Services Limited” on their E-mail Id [email protected] or by sending the duly filled in E-communication registration form enclosed with this Notice to our Registrar and Share Transfer Agent on their E-mail Id [email protected].

  • c. Members can also get their E-mail Id and other details registered by following the steps as mentioned on the website -

  • of the Company at https://www.ambujagroup.com/email registration.

If you have any queries or issues regarding e-Voting from the CDSL e- V o t i n g S y s t e m , y o u c a n w r i t e a n e m a i l t o [email protected] or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (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 [email protected] or call at toll free no. 1800 21 09911

CONTACT DETAILS:

Company Gujarat Ambuja Exports Limited
Registered Ofce: Ambuja Tower, Opp. Sindhu Bhavan, Sindhu Bhavan Road, Bodakdev,
P.O. Thaltej, Ahmedabad, Gujarat, 380054
Tel. : 079-61556677
Website : www.ambujagroup.com
Registrar and Transfer Jupiter Corporate Services Limited
Agent Address: Ambuja Tower, Opp. Sindhu Bhavan, Sindhu Bhavan Road, Bodakdev,
P.O. Thaltej, Ahmedabad, Gujarat – 380059
Tel. : 079-61556677
e-voting Agency Central Depository Services (India) Limited
Tel. : 1800 21 09911
Scrutinizer CS Chirag Shah, Partner of M/s. Chirag Shah & Associates,
Practicing Company Secretaries.
Email:
[email protected]

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GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE LISTING REGULATIONS

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

ITEM NO. 1 Appointment of Mr. Dukhabandhu Rath (DIN: 08965826), as a Non-Executive & Independent Director of the Company

The Nomination and Remuneration Committee (”NRC”), after evaluating and considering the skills, experience and knowledge that would be available to the Board of Directors and pursuant to the provisions of the Companies Act, 2013 (the “Act”) read with the Articles of Association of the Company, recommended to the Board of Directors for the appointment of Mr. Dukhabandhu Rath (DIN: 08965826), as a Non-Executive & Independent Director of the Company. The Board of Directors, vide resolution dated 08th November, 2025, considered the NRC recommendation and appointed Mr. Dukhabandhu Rath (DIN: 08965826), with effect from 08th November, 2025, as an Additional Director, designated as a Non-Executive & Independent Director of the Company. The Board of Directors also approved that the term of office of Mr. Dukhabandhu Rath as a NonExecutive & Independent Director will be for 5 (five) consecutive years from 08th November, 2025, subject to the approval of the Members of the Company. Mr. Dukhabandhu Rath is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Dukhabandhu Rath that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Company has also received a notice under Section 160 of the Act from a Member proposing the candidature of Mr. Dukhabandhu Rath for the office of Non-Executive & Independent Director of the Company.

In the opinion of the Board of Directors, Mr. Dukhabandhu Rath fulfils the conditions for appointment as a Non-Executive & Independent Director as specified in the Act and the Listing Regulations. Mr. Dukhabandhu Rath is independent of the management and possesses appropriate skills, experience, knowledge and capabilities, required for the role of Non-Executive & Independent Director.

Mr. Dukhabandhu Rath is a seasoned banking professional with nearly four decades of experience in the Indian banking industry, including a distinguished 36-year tenure at the State Bank of India (“SBI”). He holds a bachelor's degree in Political Science & Economics. He also completed the Management Development Programme for high achievers from Indian School of Business, Hyderabad. He is also a Certified Associate in Banking and Financial Services from the Indian Institute of Banking and Finance. Throughout his career, Mr. Rath has demonstrated expertise in SME and corporate credit, retail credit, branch operations, risk management, audit and compliance, digitization, strategic planning, and resource mobilization. He has held leadership roles, including serving as Managing Director of Gujarat Venture Finance Limited, where he successfully mobilized funds and attracted investments from diverse entities. With a strong strategic vision and extensive industry knowledge, Mr. Rath has been a speaker at various banking conferences and conducted sessions on analytics in banking. His deep understanding of financial management and risk mitigation strategies brings valuable insights that contribute to the company's growth, operational efficiency, and strategic decisionmaking.

Details of Mr. Dukhabandhu Rath pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

He shall be paid remuneration by way of fees for attending the meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Mr. Dukhabandhu Rath as a Non-Executive & Independent Director requires approval of the Members of the Company.

Further, in terms of Regulation 25(2A) of the Listing Regulations, the appointment of Mr. Dukhabandhu Rath as a Non-Executive & Independent Director requires approval of the Members of the Company by passing a special resolution.

Accordingly, the approval of the Members is sought for the appointment of Mr. Dukhabandhu Rath as a Non-Executive &

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GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

Independent Director of the Company.

Copy of the letter of appointment issued to Mr. Dukhabandhu Rath setting out the terms and conditions of appointment is available for inspection by the Members electronically. Members seeking to inspect the same can send an email to [email protected].

Mr. Dukhabandhu Rath is interested in the resolution set out at Item No. 01 of this Postal Ballot Notice with regard to his appointment. Relatives of Mr. Dukhabandhu Rath may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the said resolution.

The Board of Directors recommends the Special Resolution set out at Item No. 01 of this Postal Ballot Notice for approval by the Members of the Company.

ITEM NO. 2

Appointment of Mr. Yogesh Ghanshyambhai Shah (DIN: 11203883) as a Non-Executive & Independent Director of the Company

The Nomination and Remuneration Committee (”NRC”), after evaluating and considering the skills, experience and knowledge that would be available to the Board of Directors and pursuant to the provisions of the Companies Act, 2013 (the “Act”) read with the Articles of Association of the Company, recommended to the Board of Directors, for the appointment of Mr. Yogesh Ghanshyambhai Shah (DIN: 11203883), as a Non-Executive & Independent Director of the Company. The Board of Directors, vide resolution dated 08th November, 2025, considered the NRC recommendation and appointed Mr. Yogesh Ghanshyambhai Shah (DIN: 11203883), with effect from 08th November, 2025, as an Additional Director, designated as a NonExecutive & Independent Director of the Company. The Board of Directors also approved that the term of office of Mr. Yogesh Ghanshyambhai Shah as a Non-Executive & Independent Director will be for 5 (five) consecutive years from 08th November, 2025, subject to the approval of the Members of the Company. Mr. Yogesh Ghanshyambhai Shah is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Yogesh Ghanshyambhai Shah that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of

Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Company has also received a notice under Section 160 of the Act from a Member proposing the candidature of Mr. Yogesh Ghanshyambhai Shah for the office of Non-Executive & Independent Director of the Company.

In the opinion of the Board of Directors, Mr. Yogesh Ghanshyambhai Shah fulfils the conditions for appointment as a Non-Executive & Independent Director as specified in the Act and the Listing Regulations. Mr. Yogesh Ghanshyambhai Shah is independent of the management and possesses appropriate skills, experience, knowledge and capabilities, required for the role of Non-Executive & Independent Director.

Mr. Yogesh Ghanshyambhai Shah started his professional career with Deloitte and worked his entire career with Deloitte for more than 40 years. He was a Partner based at Ahmedabad leading Deloitte Tax practice in the State of Gujarat for more than 20 years. He has served number of listed government and non-government companies as well as domestic companies in the private and public sector and MNCs. He has over 40 years' experience in Auditing, International, Domestic Tax and Transfer Pricing including structuring cross-border transactions besides handling compliance and regulatory matters. He is practicing as a Chartered Accountant in the field of taxation for advisory, litigation and also in succession planning. He is actively associated in professional activities by contributing columns, articles in professional journals and lectures in seminars. He is also associated with professional bodies and served at various levels. He is recognized as Gem of Profession by Ahmedabad Branch of Institute of Chartered Accountants of India.

Details of Mr. Yogesh Ghanshyambhai Shah pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

He shall be paid remuneration by way of fees for attending the meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

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In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Mr. Yogesh Ghanshyambhai Shah as a Non-Executive & Independent Director requires approval of the Members of the Company.

Further, in terms of Regulation 25(2A) of the Listing Regulations, the appointment of Mr. Yogesh Ghanshyambhai Shah as a Non-Executive & Independent Director requires approval of the Members of the Company by passing a special resolution.

Accordingly, the approval of the Members is sought for the appointment of Mr. Yogesh Ghanshyambhai Shah as a Non-Executive & Independent Director of the Company.

Copy of the letter of appointment issued to Mr. Yogesh Ghanshyambhai Shah setting out the terms and conditions of appointment is available for inspection by the Members electronically. Members seeking to inspect the same can send an email to [email protected].

Mr. Yogesh Ghanshyambhai Shah is interested in the resolution set out at Item No. 02 of this Postal Ballot Notice with regard to his appointment. Relatives of Mr. Yogesh Ghanshyambhai Shah may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the said resolution.

The Board of Directors recommends the Special Resolution set out at Item No. 02 of this Postal Ballot Notice for approval by the Members of the Company.

ITEM NO. 3

Appointment of Ms. Gauri Trivedi (DIN: 06502788) as a NonExecutive & Independent Director of the Company

The Nomination and Remuneration Committee (”NRC”), after evaluating and considering the skills, experience and knowledge that would be available to the Board of Directors and pursuant to the provisions of the Companies Act, 2013 (the “Act”) read with the Articles of Association of the Company, recommended to the Board of Directors for the appointment of Ms. Gauri Trivedi (DIN: 06502788), as a NonExecutive & Independent Director of the Company. The Board of Directors, vide resolution dated 08th November, 2025, considered the NRC recommendation and appointed Ms. Gauri Trivedi (DIN: 06502788), with effect from 08th November, 2025, as an Additional Director, designated as a Non-Executive & Independent Director of the Company. The Board of Directors also approved that the term of office

of Ms. Gauri Trivedi as a Non-Executive & Independent Director will be for 5 (five) consecutive years from 08th November, 2025, subject to the approval of the Members of the Company. Ms. Gauri Trivedi is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has also received a declaration from Ms. Gauri Trivedi that she meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that She is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of Listing Regulations, she has confirmed that She is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. She has also confirmed that She is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Company has also received a notice under Section 160 of the Act from a Member proposing the candidature of Ms. Gauri Trivedi for the office of Non-Executive & Independent Director of the Company.

In the opinion of the Board of Directors, Ms. Gauri Trivedi fulfils the conditions for appointment as a Non-Executive & Independent Director as specified in the Act and the Listing Regulations. Ms. Gauri Trivedi is independent of the management and possesses appropriate skills, experience, knowledge and capabilities, required for the role of NonExecutive & Independent Director.

Ms. Gauri Trivedi, an eminent figure of distinguished stature, serves as an Advisor to Sanskardham and holds pivotal positions as a Board Member in several esteemed companies, including Adani Total Gas, Adani Airport Holdings, The Sandesh Group, and Nikhil Adhesives. Her illustrious career spans over 22 years as an Indian Administrative Service (IAS) officer, marking a journey of extraordinary leadership and profound contributions.

Ms. Trivedi's scholastic prowess is exemplified by her academic accomplishments, including a Doctor of Philosophy (PhD) from the Institute for Social and Economic Change (ISEC) in Bengaluru and the Institute of Development Studies (IDS) in Mysore. Furthermore, she holds an M.A. in Political Science from Jawaharlal Nehru University (JNU) in Delhi, M. Phil in Soviet Studies from JNU, and Post Graduate Program in Public Policy and Management (PGPPM) from the prestigious Indian Institute of Management (IIM) Bangalore, signifying her unwavering dedication to intellectual enrichment.

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GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

Throughout her remarkable career, Ms. Trivedi has demonstrated her expertise in diverse domains, including public policy, government administration, strategic planning, and industrial development and management. Her corporate acumen is evident through her tenure as the Managing Director and Director on the boards of several Central Public Sector Undertakings (CPSUs), a testament to her multifaceted leadership and strategic insight.

Ms. Trivedi's influence extends to education and public service, as she imparts her knowledge to government officers, civil servant aspirants, young students, and non-governmental organizations (NGOs). As a guest faculty at renowned institutes, including the Indian Institute of Management, Sardar Patel Institute of Public Administration, CEPT Ahmedabad, and others, Ms. Trivedi imparts invaluable knowledge on governance, public policy, rural planning and management, and current affairs. She plays a pivotal role in the governing bodies of prestigious educational institutions, including the NTPC School of Business, Charutar Arogya Mandal (CAM), Bhaikaka University, and Power Management Institute, NOIDA.

Ms. Gauri Trivedi's distinguished career as an IAS officer, culminating in posts such as Secretary to Government, Revenue Department, and Secretary to the Governor of Karnataka, bears testament to her commitment to public service. Her corporate experience as Vice President of Reliance Retail and her directorship at the Sardar Patel Institute of Public Administration (SPIPA-SIRD), Ahmedabad, further underscore her multifaceted administration.

In conclusion, Ms. Gauri Trivedi's journey from public service as an IAS officer to her multifaceted leadership roles in the corporate world and academia exemplifies her enduring commitment to excellence and knowledge dissemination. Her extraordinary contributions to governance, public policy, and education serve as an enduring testament to her remarkable legacy.

Details of Ms. Gauri Trivedi pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

She shall be paid remuneration by way of fees for attending the meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

Further, in terms of Regulation 25(2A) of the Listing Regulations, the appointment of Ms. Gauri Trivedi as a Non-Executive & Independent Director requires approval of the Members of the Company by passing a special resolution.

Accordingly, the approval of the Members is sought for appointment of Ms. Gauri Trivedi as a Non-Executive & Independent Director of the Company.

Copy of the letter of appointment issued to Ms. Gauri Trivedi setting out the terms and conditions of appointment is available for inspection by the Members electronically. Members seeking to inspect the same can send an email to [email protected].

Ms. Gauri Trivedi is interested in the resolution set out at Item No. 03 of this Postal Ballot Notice with regard to her appointment. Relatives of Ms. Gauri Trivedi may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the said resolution.

The Board of Directors recommends the Special Resolution set out at Item No. 03 of this Postal Ballot Notice for approval by the Members of the Company.

For and on behalf of the Board of Directors

Kalpesh Dave Company Secretary (ACS 32878)

Registered Office:

“Ambuja Tower”, Opp. Sindhu Bhavan, Sindhu Bhavan Road, Bodakdev, P.O. Thaltej, Ahmedabad - 380054 (Gujarat) India. CIN: L15140GJ1991PLC016151

Email: [email protected] Website : www.ambujagroup.com Tel.: +91 79 6155 6677 Fax: +91 79 6155 6678

Place : Ahmedabad

Date : 08th November, 2025

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Ms. Gauri Trivedi as a Non-Executive & Independent Director requires approval of the Members of the Company.

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GUJARAT AMBUJA EXPORTS LIMITED

NURTURING BRANDS

ANNEXURE TO THE POSTAL BALLOT NOTICE

(PURSUANT TO REGULATION 36(3) OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD–2 ON GENERAL MEETINGS)

Name of Director(s) Mr. Dukhabandhu Rath Mr.Yogesh Ghanshyambhai Shah Ms. Gauri Trivedi
Directors Identifcation 08965826 11203883 06502788
Number (DIN)
Designation / Category Non-Executive & Independent Non-Executive & Independent Non-Executive & Independent
of Director Director Director Director
Date of Birth (Age) 27-11-1960 (64 Years) 04-10-1962 (63 Years) 18-05-1960 (65 Years)
Qualifcation Bachelor's degree in Political Chartered Accountant Doctor of Philosophy (PhD), M.A.
Science and Economics and Political Science, M. Phil in Soviet
Certifed Associate in Banking Studies & Post Graduate Program
and Financial Services in Public Policy and Management
(PGPPM)
Date of frst appointment th
08 November, 2025
th
08 November, 2025
th
08 November, 2025
on the Board
Shareholding in the Company Nil Nil Nil
including shareholding as a
benefcial owner as on date of
Postal Ballot Notice
Terms and Conditions of As per the resolution set out at As per the resolution set out at As per the resolution set out at
Appointment Item No. 01 of this Postal Ballot Item No. 02 of this Postal Ballot Item No. 03 of this Postal Ballot
Notice read with statement Notice read with statement Notice read with statement
pursuant to Section 102 of the pursuant to Section 102 of the pursuant to Section 102 of the
Act. Act. Act.
Remuneration last drawn Not Applicable Not Applicable Not Applicable
(including sitting fees,
if any)
Remuneration proposed to He shall be paid remuneration by He shall be paid remuneration by She shall be paid remuneration by
be paid way of fee for attending meetings way of fee for attending meetings way of fee for attending meetings
of the Board or Committees of the Board or Committees of the Board or Committees
thereof or for any other meetings thereof or for any other meetings thereof or for any other meetings
as may be decided by the Board as may be decided by the Board as may be decided by the Board
of Directors, reimbursement of of Directors, reimbursement of of Directors, reimbursement of
expenses for participating in the expenses for participating in the expenses for participating in the
Board and other meetings and Board and other meetings and Board and other meetings and
proft related commission within proft related commission within proft related commission within
the limits stipulated under the limits stipulated under the limits stipulated under
Section 197 of the Act. Section 197 of the Act. Section 197 of the Act.
Relationships between He is not related to any other He is not related to any other She is not related to any other
Directors / Key Managerial Director / Key Managerial Director / Key Managerial Director / Key Managerial
Personnel inter-se Personnel. Personnel. Personnel.
Number of Meetings of the FY2025-26: No meeting has been FY2025-26: No meeting has been FY2025-26: No meeting has been
Board attended during the held after his appointment till the held after his appointment till the held after his appointment till the
year date of this Postal Ballot Notice. date of this Postal Ballot Notice. date of this Postal Ballot Notice.

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Postal Ballot Notice

GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

Directorship in other 1) K.P. Energy Limited 1) Gujarat Tea Processors and 1) Adani TotalEnergies Biomass
Companies including 2) 20 Microns Limited Packers Limited Limited
Listed entities (excluding 3) SG Mart Limited 2) Torrent Investments Limited 2) Adani Airport Holdings Limited
foreign companies) as on date 4) SG Finserve Limited 3) New Age Education and Skills
of Postal Ballot Notice 5) Atlanta Electricals Limited Foundation
6) Shiva Pharmachem Limited 4) Nikhil Adhesives Limited
7) Falcon Marine Exports 5) Adani Total Gas Limited
Limited 6) The Sandesh Limited
8) APL Apollo Tubes Limited
9) S Gupta Holding Private
Limited
Membership / 20 Microns Limited: Gujarat Tea Processors and Adani Airport Holdings Limited:
Chairpersonship of Audit Committee -Member Packers Limited: Audit Committee -Member
Committees in other Stakeholders Relationship Audit committee -Chairperson Corporate Social Responsibility
companies including Listed Committee -Chairperson Nomination & Remuneration Committee -Member
entities (excluding foreign Nomination & Remuneration committee -Chairperson Risk Management Committee
companies)· Committee -Member CSR committee -Member - Member
SG Mart Limited: New Age Education And Skills
Audit Committee -Member Foundation:
Nomination & Remuneration Land Sub Committee- Member
Committee -Chairperson
Stakeholders Relationship Nikhil Adhesives Limited:
Committee –Chairperson Audit Committee -Member
Risk Management Nomination & Remuneration
Committee -Member Committee -Member
Corporate Social Responsibility
SG Finserve Limited: Committee- Member
Audit Committee -Member
Stakeholders Relationship Adani Total Gas Limited:
Committee -Chairperson Audit Committee -Member
Nomination & Remuneration Stakeholders Relationship
Committee -Member Committee- Chairperson
Risk Management Risk Management Committee
Committee -Member -Member
IT Committee -Member Corporate Social Responsibility
Committee -Chairperson
Atlanta Electricals Limited: Commodity Price Risk
Nomination & Remuneration Committee -Member
Committee -Member Public Consumer Committee
Corporate Social Responsibility -Member
Committee –Member
The Sandesh Limited:
Shiva Pharmachem Limited: Audit Committee -Member
Audit Committee -Member Risk Management Committee
Nomination & Remuneration -Member
Committee -Member
Falcon Marine Exports Limited:
Audit Committee -Chairperson

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Postal Ballot Notice

GUJARAT AMBUJA EXPORTS LIMITED

NURTURING BRANDS

Nomination & Remuneration
Committee -Member
APL Apollo Tubes Limited:
Audit Committee -Member
Risk Management
Committee -Member
Listed entities from which Nil Nil 1) Denis Chem Lab Limited
the Director has resigned 2) Adani power limited
from directorship in last
three (3) years:
Justifcation for choosing the As per the statement pursuant As per the statement pursuant As per the statement pursuant
appointee for appointment to Section 102 of the Act forming to Section 102 of the Act forming to Section 102 of the Act forming
as Independent Director part of the Postal Ballot Notice. part of the Postal Ballot Notice. part of the Postal Ballot Notice.
Skills and capabilities
required for the role and the
manner in which the
proposed person meets such
requirements
Brief Resume
Nature of expertise in specifc
functional areas

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Postal Ballot Notice

GUJARAT AMBUJA EXPORTS LIMITED NURTURING BRANDS

E-COMMUNICATION REGISTRATION FORM

(Only for members holding shares in physical form)

Date:

To, Jupiter Corporate Services Limited

“Ambuja Tower”, Opp. Sindhu Bhavan, Sindh Bhavan Road, Bodakdev, P.O. Thaltej, Ahmedabad – 380 059

UNIT – GUJARAT AMBUJA EXPORTS LIMITED

Dear Sir,

Sub: Registration of Email Id for serving of Notices / Annual Reports through electronic mode by Company

We hereby register our Email Id for the purpose of receiving the notices, Annual Reports and other documents / information in electronic mode to be sent by the Company:

Folio No. :

Email Id :

Name of the First / Sole Shareholder :

Signature :

Note : Member(s) are requested to notify the Company as and when there is any change in the email address.

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