JHS Svendgaard Laboratories Ltd. — AGM Information 2025

Aug 28, 2025

CIN: L74110HP2004PLC027558

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Date: August, 28 2025

To, The Listing Department, BSE Limited, Department of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code- 532771	The Listing Department, National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G Bandra Kurla Complex Mumbai – 400 051 Symbol- JHS

Sub: Notice of 21[th] Annual General Meeting of the Company.

Dear Sir,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed herewith the Notice of the 21[st] AGM scheduled to be held on Saturday, September 20, 2025 at 01:00 P.M. (IST) through VC / OAVM.

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice is being sent through electronic mode to all the members whose e-mail address is registered with the Company/Company's Registrar and Transfer Agent/Depository Participants.

The Notice of AGM is available on the Company’s website i.e. www.svendgaard.com.

Brief details of AGM are as follows:

Brief details of AGM are as follows:
Date and Time of AGM	Saturday,20-09-2025,01:00 P.M.
Cut-off date for e-Voting	13-09-2025
Remote e-votingstart date and time	17-09-2025,09:00 A.M.
Remote e-votingend date and time	19-09-2025, 05:00 P.M.

This is for your information and records. Thanking You

Yours Faithfully,

For JHS Svendgaard Laboratories Limited

KOMAL Digitally signed by KOMAL JHA JHA Date: 2025.08.28 17:07:23 +05'30'

JHA Komal Jha

Company Secretary & Compliance Officer

Encl: A/a

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ST NOTICE OF 21 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF JHS SVENDGAARD LABORATORIES LIMITED (the Company) WILL BE HELD ON th Saturday, 20 September, 2025 AT 1:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (OAVM) facility, to transact the following business:

ORDINARY BUSINESSES:

1. TO CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON.

2. TO CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THE REPORT OF THE AUDITORS THEREON.

3. APPOINTMENT OF STATUTORY AUDITOR

• To consider and if thought fit, to pass the following resolu�on as an Ordinary Resolu�on:

“ RESOLVED THAT pursuant to Sec�on 139, 142 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, as amended from �me to �me or any other law for the �me being in force (including any statutory modifica�on or amendment thereto or enactment thereof for the �me being in force), upon the recommenda�on of the Audit Commi�ee, M/s. V.K. Khosla & Co, Chartered Accountants (Firm Registra�on No. 002283N),be and is hereby appointed as Statutory Auditors of the Company, for a period of 5 years commencing the conclusion of the ensuing Annual General Mee�ng �ll the conclusion of 26th Annual General Mee�ng to be held in the year of 2030 at such remunera�on and terms and condi�ons decided by the Board of Directors of the Company in consulta�on with the Statutory Auditors.

RESOLVED FURTHER THAT any Director/ Key Managerial Personnel of the Company be and is hereby authorized to do all such acts, deeds, ma�ers and things as may be necessary, proper, expedient or incidental for giving effect to this resolu�on and to file necessary e-forms with the Registrar of Companies.”

4. APPOINTMENT OF MR. VINAY MITTAL (DIN: 08232559), AS DIRECTOR, LIABLE TO RETIRES BY ROTATION

• To appoint a director in place of Mr. Vinay Mi�al (DIN: 08232559), who re�res by rota�on in terms of Sec�on 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

SPECIAL BUSINESSES:

5. APPOINTMENT OF SECRETARIAL AUDITORS OF THE COMPANY

To consider and, if thought fit, to pass the following resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT pursuant to the provision of Regula�on 24A and other applicable provisions of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 read with Sec�on 204 and other applicable provisions of the Companies Act, 2013, if any, and applicable rules framed thereunder (including any statutory modifica�on(s) or reenactment(s) thereof, for the �me being in force), M/s. Dahiya & Associates, Prac�cing Company Secretaries (Peer Review cer�ficate No. 6772/2025) be and are hereby appointed as Secretarial Auditors of the Company for term of five consecu�ve years commencing from financial year 2025-26 �ll financial year 2029-30, at such fees as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.”

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Commi�ee thereof) be and are hereby authorized to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to this resolu�on and for ma�ers connected therewith or incidental thereto."

6. RE-APPOINTMENT OF MR. NIKHIL NANDA AS MANAGING DIRECTOR OF THE COMPANY.

To consider and if thought fit, to pass the following resolu�ons as Special Resolu�on :

“ RESOLVED THAT pursuant to provisions of sec�ons 196, 197, 198, 203, schedule V and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modifica�ons or reenactment(s) thereof, for the �me being in force) and the Ar�cles of Associa�on of the Company, the approval of members of the Company be and is hereby accorded to reappointment of Mr. Nikhil Nanda as the Managing Director of the Company from July 2, 2025 for a period of 5 years, liable to be re�re by rota�on and on the terms and condi�ons as specified in the explanatory statement pursuant to sec�on 102 (1) of the Companies Act, 2013 annexed to this no�ce and on the remunera�on, which is as follows:

1. Base pay:

Annual basic salary upto Rs. 60 lacs to be paid annually.

2. Commission:

During the term of office, Mr. Nanda will be en�tled to a commission upto 5% on net profits of the Company, every year.

3. Employee benefits:

During his tenure, Mr. Nanda shall be en�tled to avail himself of such benefits and privileges as may be

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available to the directors of the Company, including par�cipa�on in any employee benefit plans, if and to the extent applicable to directors, as may be maintained by the Company from �me to �me.

4. Vaca�on:

Mr. Nanda will be en�tled to one paid vaca�on annually with family not exceeding Rupees Fi�een lacs (Rs. 15.00 lacs).

5. Perquisite:

The managing director shall be en�tled to the following perquisite as under,

• i. Medical reimbursement: Reimbursement of all medical charges incurred in India and outside for Mr. Nikhil Nanda and family.

• ii. Car with driver and telephone facility: The Company shall provide car with driver and telephone facility at the residence of Mr. Nikhil Nanda. Provisions of car with driver for use of company's business and telephone facility at the residence will not be considered as perquisite.

• iii. Club Fees: Fees of clubs, subject to a maximum of two clubs. this will not include admission and life membership fees.

6. Expenses:

The Company will reimburse Mr. Nanda for reasonable travel, entertainment or other expenses incurred by him in furtherance of or in connec�on with the business only.

7. Minimum Remunera�on:

• Notwithstanding anything herein above stated, where in any financial year closing on and a�er March 31, 2025, during the tenure of Mr. Nanda as MD of the Company, the Company incurs a loss or its profits are inadequate, the Company shall pay to Mr. Nanda the remunera�on by way of base salary, variable pay and other allowances not exceeding the limits specified under schedule V to the Companies Act, 2013 (including any statutory modifica�ons or reenactment(s) thereof, for the �me being in force).

RESOLVED FURTHER THAT the Board be and is hereby authorized to alter and vary the terms and condi�ons of appointment and / or remunera�on, subject to the same not 'exceeding the limits specified under sec�on 197, read with schedule V of the Companies Act, 2013 (including any statutory modifica�ons or-re-enactment(s) thereof, for the �me being in force).

7. APPROVAL FOR 'JHS SVENDGAARD LABORATORIES LIMITED - EMPLOYEE STOCK OPTION SCHEME 2025'

To consider and if thought fit, to pass the following resolu�ons as Special Resolu�on :

“RESOLVED THAT pursuant to the Sec�on 62(1)(b) and other applicable provisions, if any, of the Companies Act,

2013 and applicable rules made there under (including any amendment(s), statutory modifica�on(s) or re-enactment thereof) [“Companies Act”], Regula�on 6(1) and other applicable provisions, if any, of the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 [“SEBI (SBEB & SE) Regula�ons, 2021”], relevant provisions of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 [“SEBI (LODR) Regula�ons”], relevant provisions of the Memorandum of Associa�on and Ar�cles of Associa�on of the Company and any other applicable and prevailing statutory Guidelines / Circulars in that behalf and subject further to such other approval(s), consent(s), permission(s), and / or sanc�on(s) as may be necessary from the appropriate regulatory authority(ies) / ins�tu�on(s) and such condi�ons and modifica�ons as may be prescribed / imposed by the appropriate regulatory authority(ies) / ins�tu�on(s) while gran�ng such approval(s), consent(s), permission(s) and / or sanc�on(s), the consent of the Shareholders of the Company be and is hereby accorded for approval of JHS Svendgaard Laboratories Employee Stock Op�on Scheme – 2025 (“Scheme”) and the Board of Directors (hereina�er referred to as the “Board of Directors” which term shall be deemed to include any Commi�ee, including the Nomina�on and Remunera�on Commi�ee, which the Board of Directors has cons�tuted to exercise its powers, including the powers, conferred by this resolu�on) be and is hereby authorised to create, grant, offer, issue and allot under the Scheme, in one or more tranches, not exceeding 40,00,000 (Forty Lakhs) Employee Stock Op�ons (“Op�ons”) (or such other adjusted figure for any bonus, stock splits or consolida�ons or other reorganiza�on of the capital structure of the Company as may be applicable from �me to �me) to or for the benefit of Employees and Directors of the Company and to such persons as may, from �me to �me, be allowed to be eligible for the benefits of the Scheme (as permi�ed under the applicable), exercisable into not more than 40,00,000 (Forty Lakhs) Equity Shares (“Shares”) of face value of Rs. 10 /- each, on such terms and in such manner as the Board of Directors may decide in accordance with the provisions of the applicable laws and the provisions of the Scheme.

RESOLVED FURTHER THAT the Scheme shall be administered by the Nomina�on and Remunera�on Commi�ee of the Company who shall have all necessary powers as defined in the Scheme and is hereby designated as Compensa�on Commi�ee in pursuance of the SEBI (SBEB & SE) Regula�ons, 2021.

RESOLVED FURTHER THAT the Scheme shall be implemented through direct route, for extending the benefits to the eligible Employees by the way of fresh allotment from the Company.

RESOLVED FURTHER THAT the Nomina�on and Remunera�on Commi�ee be and is hereby authorized to

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issue and allot Shares upon exercise of Op�ons from �me to �me in accordance with the Scheme and such Shares shall rank pari passu in all respects with the then exis�ng Shares of the Company.

RESOLVED FURTHER THAT the Company shall conform to the applicable Accoun�ng Policies, Guidelines or Accoun�ng Standards as may be applicable from �me to �me, including the disclosure requirements prescribed therein.

RESOLVED FURTHER THAT in case of any corporate ac�on(s) such as rights issues, bonus issues, stock splits, consolida�on of shares, the outstanding op�ons to be granted under the Scheme shall be suitably adjusted for the number of op�ons as well as the exercise price in a fair and reasonable manner, in accordance with the Scheme.

RESOLVED FURTHER THAT the Board of Directors, subject to compliance with the SEBI (SBEB & SE) Regula�ons, 2021 and other applicable laws, rules and regula�ons, be and are hereby authorized at any �me to modify, change, vary, alter, amend, suspend or terminate the Scheme and to do all such acts, deeds, ma�ers and things as it may in its absolute discre�on deems fit for such purpose and also to se�le any issues, ques�ons, difficul�es or doubts that may arise in this regard and further to execute all such documents, wri�ngs and to give such direc�ons and/or instruc�ons as may be necessary or expedient to give effect to such modifica�on, change, varia�on, altera�on, amendment, suspension or termina�on of the Scheme and do all other things incidental and ancillary thereof.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, deeds, and things, as it may, in its absolute discre�on deem necessary including but not limited to appoint Advisors, Merchant Bankers, Consultants or Representa�ves, being incidental for the effec�ve implementa�on and administra�on of the Scheme and to make applica�ons to the appropriate Authori�es, for their requisite approvals and take all necessary ac�ons and to se�le all such ques�ons, difficul�es or doubts whatsoever that may arise while implemen�ng this resolu�on.

RESOLVED FURTHER THAT the Board of Directors be and are hereby also authorised to nominate and appoint one or more persons for carrying out any or all of the ac�vi�es that the Board of Directors are authorized to do for the purpose of giving effect to this resolu�on.”

For and on behalf of Board of Directors JHS Svendgaard Laboratories Limited

Sd/Komal Jha Company Secretary & Compliance Officer

Date: 21/08/2025 Place: New Delhi

Registered Office: Trilokpur Roadkala Amb Dis� Sirmaur Himachal Pradesh-173003 Email- cs@svendgaard.com Website: www.svendgaard.com CIN: L74110HP2004PLC027558

NOTES:-

1. Ministry of Corporate Affairs (“MCA”) vide its General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, the latest being 9/2024 dated September 19, 2024, (collec�vely referred to as (“MCA Circulars”)) has permi�ed the companies to hold their Annual General Mee�ng (“AGM” or “Mee�ng”) through Video Conference (“VC”) or through Other Audio-Visual Means (“OAVM”) without the physical presence of Members at a common venue. In compliance with the provisions of Companies Act, 2013 (“the Act”), Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, (“SEBI Lis�ng Regula�ons”) and Secretarial Standard-2 on General Mee�ngs (“SS-2”) issued by The Ins�tute of Company Secretaries of India and MCA Circulars, the 21st AGM of the Company is being held through VC/OAVM on Saturday, September 20, 2025, at 1:00 P.M. (IST). The proceedings of the AGM are deemed to be conducted at the Registered Office of the Company situated at Trilokpur Road, Kala Amb, Dis�. Sirmaur Himachal Pradesh-173003.

2. As per the provisions of clause 3.A. II. of the General Circular No. 20/2020 dated May 5, 2020, issued by the MCA, the ma�ers of Special Business as appearing at Item Nos. 4 to 6 of the accompanying No�ce, are considered to be unavoidable by the Board and hence, form part of this No�ce

3. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.

ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.

1. Par�cipa�on of members through VC will be reckoned for the purpose of quorum for the AGM as per Sec�on 103 of the Act.

2. Corporate members intending to authorize their representa�ves to par�cipate and vote at the mee�ng are requested to send a cer�fied copy of the Board resolu�on / authoriza�on le�er to the Scru�nizer by email to

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csmdahiya@gmail.com with a copy marked to evo�ng@nsdl.com and cs@svendgaard.com. Corporate Members/Ins�tu�onal Investors can also upload their Board Resolu�on/ Power of A�orney/ Authority Le�er. by clicking on the "Upload Board Resolu�on/Authority Le�er" displayed under the “e-Vo�ng” tab in their login.

1. In case of joint holders a�ending the AGM, only such joint holder who is higher in the order of the names as per the Register of Members of the Company, as of the cut-off date, will be en�tled to vote at the Mee�ng.

2. The register of directors and key managerial personnel (KMP) and their shareholding, maintained under Sec�on 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Sec�on 189 of the Act, will be available electronically for inspec�on by the members during the AGM. Members may request for inspec�on of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Sec�on 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Sec�on 189 of the Act. Members desiring inspec�on of statutory registers and other documents as referred in the No�ce, may send their request in wri�ng to the Company from their registered e-mail address by men�oning their name, DP ID and Client ID/Folio No. and Mobile No.an email to cs@svendgaard.com.

3. Members whose shareholding is in demat mode are requested to no�fy any change in address to their respec�ve depository par�cipant(s) (DP).

4. In compliance with Sec�on 108 of the Act, read with the corresponding rules, Regula�on 44 of the LODR Regula�ons and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, the Company has provided a facility to its members to exercise their votes electronically through the electronic vo�ng (e-vo�ng) facility provided by the Na�onal Securi�es Depository Limited (NSDL). Members who have cast their votes by remote e-vo�ng prior to the AGM may par�cipate in the AGM but shall not be en�tled to cast their votes again. The manner of vo�ng remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the 'Instruc�ons for e- vo�ng' sec�on which forms part of this No�ce. The Board has appointed Dahiya & Associates, (Membership No. FCS 9540) (CP No. 23052) Prac�cing Company Secretaries, as the scru�nizer (“Scru�nizer”) for conduc�ng the e-vo�ng process in a fair and transparent manner.

5. Members holding shares either in physical or dematerialized mode, as on cut-off date, i.e. 13th September, 2025, may cast their votes electronically. The e-vo�ng period commences on Wednesday, 17 th September, 2025 (9:00 a.m. IST) and ends on Friday, 19th September, 2025 (5:00 p.m. IST). The e-vo�ng module will

be disabled by NSDL therea�er. Members will not be allowed to vote again on any resolu�on on which vote has already been cast. The vo�ng rights of members shall be propor�onate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. 13th September, 2025 . A person who is not a member as on the cut-off date is requested to treat this No�ce for informa�on purposes only.

1. The facility for vo�ng during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolu�ons through remote e-vo�ng and are otherwise not barred from doing so, shall be eligible to vote through the e-vo�ng system during the AGM.

2. Any person holding shares in physical mode or a person, who acquires shares and becomes a member of the Company a�er the No�ce is sent and holding shares as on the cut-off date, i.e. 13th September, 2025, may obtain the login ID and password by sending a request to evo�ng@nsdl.com.

3. However, if he / she is already registered with NSDL for remote e-vo�ng, then he / she can use his / her exis�ng user ID and password for cas�ng the vote.

4. In compliance with the Circulars, the Integrated Annual Report for 2024-25 and No�ce of the 21st AGM, and instruc�ons for e-vo�ng are being sent through electronic mode to those members whose email addresses are registered with the Company / depository par�cipant(s) (DP).

5. Addi�onally, in accordance with Regula�on 36(1)(b) of the SEBI (Lis�ng Obliga�ons & Disclosure Requirements) Regula�ons, 2015, A le�er providing the web-link for accessing the Integrated Annual report, including the exact path, will be sent to those members who have not registered their email address with the Company.

6. Physical copy of the Annual Report shall be sent to those shareholders who request for the same to the Company's e-mail address at cs@svendgaard.com men�oning Folio No./DP ID and Client ID.

7. We urge members to support our commitment to environmental protec�on by choosing to receive the Company's communica�on through email. Members holding shares in demat mode, who have not registered their email addresses, are requested to register their email addresses with their respec�ve DP, and members holding shares in physical mode are requested to update their email addresses with the Company's RTA, Alankit Assignments Limited at rta@alankit.com, to receive copies of the Integrated Annual Report 2024-25 in electronic mode. Members may follow the process detailed below for registra�on of email ID to obtain the report.

8. Shareholders holding shares in physical form can register their e-mail id with the RTA by sending an e-mail to RTA at rta@alankit.com.

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• Shareholders holding shares in demat mode may update the e-mail address through their respec�ve Depository Par�cipant(s).

Please note that registra�on of e-mail address and mobile number is now mandatory while vo�ng electronically and joining virtual mee�ngs.

• Members, who are holding shares in physical/ electronic form and their e-mail addresses are not registered with the Company/their respec�ve Depository Par�cipants, are requested to register their e-mail addresses at the earliest by sending scanned copy of a duly signed le�er by the Member(s) men�oning their name, complete address, folio number, number of shares held with the Company along with self-a�ested scanned copy of the PAN Card and self-a�ested scanned copy of any one of the following documents viz., Aadhar Card, Driving Licence, Elec�on Card, Passport, u�lity bill or any other Govt. document in support of the address proof of the Member as registered with the Company for receiving the Intergrated Annual Report 2024-25 along with AGM No�ce by email to cs@svendgaard.com Members holding shares in demat form can update their email address with their Depository Par�cipants.

• Please note that the upda�on/registra�on of email addresses on the basis of the above scanned documents will be only for the purpose of sending the no�ce of 21st AGM and Annual Report for 2024-25 and therea�er shall be disabled from the records of the RTA immediately a�er the 21st AGM. The Member(s) will therefore be required to send the email ID upda�on request along with hard copies of the aforesaid documents to RTA for actual registra�on in the records to receive all the future communica�ons including Annual Reports, No�ces, Circulars, etc. from the Company electronically.

• st

• Members may also note that the No�ce of the 21 AGM and the Integrated Annual Report 2024-25 will also be a v a i l a b l e o n t h e C o m p a n y ' s w e b s i t e a t www.svendgaard.com websites of the stock exchanges, i.e. BSE and NSE, at www.bseindia.com and www.nseindia.com, respec�vely, and on the website of NSDL, h�ps://www.evo�ng.nsdl.com.

• An Explanatory Statement pursuant to Sec�on 102 of the Act in respect of the business under item nos. 5 to 7 set out above and addi�onal informa�on, pursuant to Regula�on 30 & 36 of the LODR Regula�ons, in respect of the Directors and Auditors seeking appointment / reappointment at the AGM, forms part of this No�ce.

• Members who have ques�ons or are seeking clarifica�ons on the Annual Report or on the proposals as contained in this No�ce, are requested to send email to the Company on cs@svendgaard.com on or before 5:00 p.m. on Friday, 12�� September, 2025. This would enable the Company to compile the informa�on and provide the replies at the mee�ng. The Company will be able to answer only those ques�ons at the mee�ng which are received in

• advance as per the above process. The Company will allot �me for members to express their views or give comments during the mee�ng. The Members who wish to speak at the mee�ng need to register themselves as a speaker by sending an e-mail from their registered e-mail ID men�oning their name, DP ID and Client ID/Folio number and Mobile number, on e-mail ID, cs@svendgaard.com from 5�� September, 2025 to 12�� September, 2025. Depending on the availability of �me, the Company reserves the right to restrict the number of speakers at the mee�ng.

• As per Sec�on 72 of the Act, members holding shares in physical mode may submit their nomina�on by submi�ng SH-13 which can be downloaded from the Company's website at www.svendgaard.com/investor_query Members holding shares in demat mode may contact their respec�ve DPs to update the nomina�on.

• Members are requested to submit the said form to their respec�ve DPs in case the shares are held in electronic form, and to the RTA in case the shares are held in physical form.

• Members who are holding physical shares in iden�cal order of names in more than one folio are requested to send to the Company's Share Transfer Agent the details of such folios together with the share cer�ficates for consolida�ng their holding in one folio.

• Non-Resident Indian members are requested to inform RTA / respec�ve DPs, immediately of:

• i. Change in their residen�al status on return to India for permanent se�lement.

• ii. Par�culars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

• In terms of Regula�on 40(1) of the Lis�ng Regula�ons, as amended, securi�es of listed companies can be transferred only in dematerialised form with effect from April 1, 2019. Members may please note that SEBI, vide its C i r c u l a r N o . S E B I / H O / M I R S D / M I R S D _ RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated Listed Companies to issue securi�es in demat form only while processing service requests viz. Issue of duplicate securi�es cer�ficate; claim from Unclaimed Suspense Account; Renewal/Exchange of securi�es cer�ficate; Endorsement; Sub-division/Spli�ng of securi�es cer�ficate; Consolida�on of securi�es cer�ficates/folios; Transmission and Transposi�on. Accordingly, Members are requested to make service requests by submi�ng a duly filled and signed Form ISR–4, the format of which is available on the Company's website u n d e r t h e w e b l i n k a t www.svendgaard.com/investor_query and on the w e b s i t e o f t h e C o m p a n y ' s R T A a t www.alankit.com/registrar-and-share-transfer-agent.

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• Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSDPoD/P/CIR/2025/97 dated 2nd July 2025, the Securi�es and Exchange Board of India (SEBI) has permi�ed a special window for the ungment of physical transfer deeds that were originally lodged on or before April 1, 2019, and rejected, returned, or not processed due to deficiencies in documenta�on or procedural issues, and Not resubmi�ed by the earlier cut-off date of March 31, 2021. The special window is open for a period of six months, from July 07, 2025 to January 06, 2026. Shareholders who hold such transfer deeds are requested to re-lodge the same with the Company's Registrar and Share Transfer Agent (RTA) within the s�pulated period. Post verifica�on, the shares will be issued only in dematerialized form, in accordance with SEBI regula�ons. Shareholders are encouraged to act promptly, as requests received a�er January 06, 2026 will not be considered.

• It may be noted that any service request can be processed only a�er the folio is KYC compliant. SEBI, vide its no�fica�on dated January 24, 2022, has mandated that all requests for transmission and transposi�on shall be processed only in dematerialised form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisa�on, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.

• SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 04, 2023,read with Master Circular No. SEBI/HO/ OIAE/OIAE_ IAD1/P/CIR/2023/145 dated July 31, 2023 (updated as on August11, 2023), has established a common Online Dispute Resolu�on Portal (“ODR Portal”) for resolu�on of disputes arising in the Indian Securi�es Market.

• Pursuant to above-men�oned circulars, post exhaus�ng the op�on to resolve their grievances with the RTA/ Company directly and through exis�ng SCORES pla�orm, the investors can ini�ate dispute resolu�on through the ODR Portal (h�ps://smartodr.in/login) and the same can also be accessed through the Company's website www.svendgaard.com/investor_query

• Norms for furnishing of PAN, KYC, Bank details and Nomina�on:

• To mi�gate unintended challenges on account of freezing of folio, SEBI vide circular dated November 17, 2023 has done away with the provision regarding freezing of folios not having PAN, KYC and nomina�on details. Further, SEBI, vide its circular dated November 3, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and May 7, 2024) has mandated that with effect from April 1, 2024, dividend to security holders holding securi�es in physical form, shall be paid only through electronic mode. Such payment shall be made a�er furnishing the PAN, contact details including mobile no.,

bank account details and specimen signature.

Further, relevant FAQs published by SEBI on its website can b e v i e w e d a t t h e f o l l o w i n g l i n k : www.sebi.gov.in/sebi_data/faqfles/jan2024/170443384 3359.pdf

• The securi�es in the frozen folios shall be eligible:

• To lodge any grievance or avail of any service, only a�er furnishing the complete documents / details as men�oned above;

• To receive any payment including dividend, interest or redemp�on amount (which would be only through electronic mode) only a�er they comply with the above stated requirements. The forms for upda�on of PAN, KYC, bank details and Nomina�on viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the said SEBI circular are available on our website www.svendgaard.com.

• In view of the above, we urge Members holding shares in physical form to submit the required forms along with the suppor�ng documents at the earliest. The Company dispatched a le�er to the Members holding shares in physical form in rela�on to the above referred SEBI Circular. Members who hold shares in dematerialised form and wish to update their PAN, KYC Bank details and Nomina�on, are requested to contact their respec�ve DPs. Further, Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transac�ons (Prohibi�ons) Act, 1988 and/or Preven�on of Money Laundering Act, 2002, a�er December 31, 2025.

• The Members can join the AGM in the VC/OAVM 30 minutes before and within 15 minutes a�er the scheduled �me of the commencement of the Mee�ng by following the procedure men�oned in the No�ce. The facility of par�cipa�on at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Ins�tu�onal Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Commi�ee, Nomina�on and Remunera�on Commi�ee and Stakeholders Rela�onship Commi�ee, Auditors etc. who are allowed to a�end the AGM without restric�on on

• Lis�ng Regula�ons, has mandated that for making dividend payments, companies whose securi�es are listed on the stock exchanges shall use electronic clearing services (local, regional or na�onal), direct credit, real �me gross se�lement, na�onal electronic funds transfer etc. The companies and the registrar and share transfer agents are required to seek relevant bank details of shareholders from depositories/ investors for making payment of dividends in electronic mode. It is also mandatory to print the bank details on the physical instrument if the payment

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is made in physical mode. Accordingly, shareholders are requested to provide or update (as the case may be) their bank details with the respec�ve depository par�cipant for the shares held in dematerialised form and with the registrar and share transfer agent in respect of shares held in physical form. For further details about registra�on process, please contact your depository/ R&TA of the Company at rta@alankit.com.

1. Members are requested to note that dividends, if not encashed for a consecu�ve period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Educa�on and Protec�on Fund (IEPF). Further, the shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members/Claimants are requested to claim their dividends from the Company within the s�pulated �m e l i n e . T h e M e m b e r s w h o s e u n c l a i m e d dividends/shares have been transferred to IEPF, may claim the same by making an applica�on to the IEPF Authority, in e - Fo r m / w e b fo r m N o . I E P F - 5 ava i l a b l e o n www.iepf.gov.in.

2. Further, pursuant to the provisions of the Companies Act, 2013 and Investor Educa�on and Protec�on Fund Authority (Accoun�ng, Audit, Transfer and Refund) Rules, 2016, the requisite details of unpaid and unclaimed amounts lying with the Company has been uploaded on Company's website www.svendgaard.com.

3. The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant in securi�es market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company's RTA. You are also requested to update your Bank details by wri�ng to the Company's RTA.

the Company (“the Chairman”) or to any other person authorized by the Chairman a�er the comple�on of the scru�ny of the e-vo�ng (votes cast during the AGM and votes cast through remote e-vo�ng), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scru�nizer's report shall be communicated to the stock exchanges, NSDL and RTA, and will also be d i s p l a y e d o n t h e C o m p a n y ' s w e b s i t e , www.svendgaard.com.

E-VOTING FACILITY:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E- VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

Pursuant to the provisions of Sec�on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 (as amended) and Regula�on 44 of SEBI (Lis�ng Obliga�ons & Disclosure Requirements) Regula�ons 2015 (as amended), and MCA Circulars, the Company is providing facility of remote e-Vo�ng to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilita�ng vo�ng through electronic means, as the authorized agency. The facility of cas�ng votes by a member using remote e-Vo�ng system as well as venue vo�ng on the date of the AGM will be provided by NSDL.

The remote e-vo�ng period begins on Wednesday, 17th September, 2025 at 09:00 A.M. and ends on Friday, 19th September, 2025 at 05:00 P.M. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cutoff date) i.e. 13th September, 2025 may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being i.e. 13th September, 2025 .

1. SEBI No�fica�on No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment vide No�fica�on No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018 read with press release no. 12/2019 dated March 27,2019, requests for effec�ng transfer of securi�es (except in case of transmission or transposi�on of securi�es) shall not be processed from April 01, 2019 unless the securi�es are held in dematerialized form with the depositories. Therefore, shareholders are requested to take ac�on to dematerialize the equity shares of the Company.

2. To prevent fraudulent transac�ons, shareholders are advised to exercise due diligence and no�fy the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Par�cipant and holdings should be verified.

3. The Scru�nizer will submit his report to the Chairman of

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The details of the process and manner for Remote e Vo�ng are explained herein below: Process to vote electronically using NSDL e- Vo�ng system:

How do I vote electronically using NSDL e-Vo�ng system?

The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:

Step 1: Access to NSDL e-Vo�ng system

• A) Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode

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

Login method for Individual shareholders holding securi�es in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification 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 on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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

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

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

• B) Login Method for e-Vo�ng and joining virtual mee�ng for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

• How to Log-in to NSDL e-Vo�ng website?

1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng@nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under 'Shareholder/Member' sec�on.

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

• Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e-Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

5. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.

• b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the 'ini�al password' which was communicated to you. Once you retrieve your 'ini�al password', you need to enter the 'ini�al password' and the system will force you to change your password.

• c) How to retrieve your 'ini�al password'?

• If your email ID is registered in your demat account or with the company, your 'ini�al password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a�achment i.e. a pdf file. Open the pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'ini�al password'.

• If your email ID is not registered, please follow steps men�oned below in process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password:

• Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.

• Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com.

• If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.com men�oning your demat account number/folio number, your PAN, your name and your registered address etc.

• Members can also use the OTP (One Time Password)

based login for cas�ng the votes on the e-Vo�ng system of NSDL.

7. A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

8. Now, you will have to click on “Login” bu�on.

9. A�er you click on the “Login” bu�on, Home page of e- Vo�ng will open.

Step 2: Cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system.

How to cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system?

1. A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle and General Mee�ng is in ac�ve status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period and cas�ng your vote during the General Mee�ng. For joining virtual mee�ng, you need to click on “VC/OAVM” link placed under “Join Mee�ng”.

3. Now you are ready for e-Vo�ng as the Vo�ng page opens.

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

5. Upon confirma�on, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.

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

General Guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to

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the Scru�nizer by e-mail to csmdahiya@gmail.com with a copy marked to evo�ng@nsdl.com. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of A�orney / Authority Le�er etc. by clicking on "Upload Board Resolu�on / Authority Le�er" displayed under "e-Vo�ng" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password? ” op�on available on www.evo�ng.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request at evo�ng@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to cs@svendgaard.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to cs@svendgaard.com. If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode .

3. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.com for procuring user id and password for e-vo�ng by providing above men�oned documents.

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

access e-Vo�ng facility.

The instruc�ons for members for e-vo�ng on the day of the AGM are as under:-

1. The procedure for e-Vo�ng on the day of the AGM is same as the instruc�ons men�oned above for remote e-vo�ng.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolu�ons through remote e-Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system in the AGM.

3. Members who have voted through Remote e-Vo�ng will be eligible to a�end the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Vo�ng on the day of the AGM shall be the same person men�oned for Remote e-vo�ng.

Instruc�ons for members for a�ending the AGM through VC/OAVM are as under:

1. Member will be provided with a facility to a�end the AGM through VC/OAVM through the NSDL e-Vo�ng system. Members may access by following the steps men�oned above for Access to NSDL e-Vo�ng system . A�er successful login, you can see link of “VC/OAVM” placed under “Join mee�ng” menu against company name. You are requested to click on VC/OAVM link placed under Join Mee�ng menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Vo�ng or have forgo�en the User ID and Password may retrieve the same by following the remote e-Vo�ng instruc�ons men�oned in the no�ce to avoid last minute rush.

2. Members are encouraged to join the Mee�ng through Laptops for be�er experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee�ng.

4. Please note that Par�cipants Connec�ng from Mobile Devices or Tablets or through Laptop connec�ng via Mobile Hotspot may experience Audio/Video loss due to Fluctua�on in their respec�ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec�on to mi�gate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have ques�ons may send their ques�ons in advance men�oning their name demat account number/folio number, email id, mobile number at cs@svendgaard.com The same will be replied by the company suitably.

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Explanatory Statement-Pursuant to Sec�on 102 of the Companies Act, 2013 and SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015

The following Explanatory Statement sets out material facts rela�ng to the Ordinary Business Item no. 3, and Special Business item no. 5, 6 and 7 of the accompanying No�ce:

ITEM NO.03

Upon the recommenda�on of the Audit Commi�ee, the Board of Directors of the Company at its their mee�ng held on November 13, 2024 had appointed V.K. Khosla & Co., Chartered Accountants (Firm Registra�on No. 002283N) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resigna�on of Lodha & Co. LLP, Chartered Accountants and they shall hold the office �ll the conclusion of the next annual general mee�ng.

A�er evalua�ng and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company ('Board') has, based on the recommenda�on of the Audit Commi�ee, proposed the appointment of M/s. V.K. Khosla & Co., Chartered Accountants, for the first consecu�ve

term of five years from the conclusion of 21st AGM �ll the conclusion of 26th AGM of the Company to be held in the year 2030, at a remunera�on as may be mutually agreed between the Board and the Statutory Auditors.

Accordingly, shareholders' approval by way of ordinary resolu�on is sought.

M/s. V.K. Khosla & Co., Chartered Accountants (Firm Registra�on No. 002283N), have conveyed their consent for being appointed as the Statutory Auditors of the Company along with a confirma�on that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and shall sa�sfy the criteria as provided under sec�on 141 of the Companies Act, 2013.

The Board of Directors of the Company recommends the passing of the resolu�on in Item No. 03 of the no�ce as an ordinary resolu�on.

None of the Directors or Key Managerial Persons of the Company (including their rela�ves), except to the extent of their shareholding in the Company are concerned or interested in the said resolu�on.

Details required to be provided as per Regula�on 36(5) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 in rela�on to the appointment of the Statutory Auditors is provided below:

Proposed Feepayable to auditor	Rs. 4,00,000per annum
Material change in the fee payable to such auditor	The fees is reasonable and is commensurate with the experience and scope of work.
Rationale for such change	V.K. Khosla & Co. (VKKC) has had a long and prestigious history. VKKC has prided itself on values such as competency, professionalism, responsibility and accountability, honesty, integrity and dedication, values which have been critical to our continued growth and success. VKKC is a dynamic and multi – faceted accountancy firm as trusted advisors, we strive to attract and develop, the best professionals, to provide value added services to clients in making the best financial decisions possible. they have maintained standards for Continued Professional Education and satisfied clients are testimony to the fact that V. K. Khosla & Co. has a tradition since 1971 of providinghighpersonalized service.

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ITEM NO.5

In terms of Regula�on 24A of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 ('SEBI Lis�ng Regula�ons') and other applicable provisions of the Companies Act, 2013, each as amended, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the Secretarial Audit of the Company in terms of Sec�on 204 and other applicable provisions of the Companies Act, 2013 read with Regula�on 24A and other applicable provisions of the SEBI Lis�ng Regula�ons read with applicable SEBI Circulars.

the Audit Commi�ee and the Board of Directors at their respec�ve mee�ngs held on August 12, 2025, have approved and recommended the appointment of M/s Dahiya & Associates (Firm Registra�on No. S2023HR902800, Peer Review No. 6772/2025), a Prac�cing Company Secretary as the Secretarial Auditor of the Company on the following terms and condi�ons:

• a) Term of appointment : For a term of 5 (Five) consecu�ve years from April 01, 2025 to March 31, 2030.

• b) Proposed Fees: Fees of Rs. 75,000 (Rupees Seventy-Five Thousand only), plus applicable taxes and reimbursement of out-of-pocket expenses on actuals, in connec�on with the secretarial audit for FY 2025-26 and for subsequent years of the term, such fee as determined by the Board, on recommenda�on of Audit Commi�ee.

• c) Basis of recommenda�ons : The recommenda�ons are based on the fulfilment of the eligibility criteria & qualifica�on prescribed under the Act & Rules made thereunder and SEBI Lis�ng Regula�ons. While recommending the Board of Directors have also considered, experience of the individual, capability, independent assessment, audit experience and also evalua�on of the quality of audit work done by him in the past.

• d) M/s Dahiya & Associates has provided its consent to be appointed as Secretarial Auditors and has confirmed that, if appointed, its appointment, will be in accordance with Regula�on 24A of the SEBI Lis�ng Regula�ons read with S E B I C i r c u l a r N o . S E B I / H O / C F D / C F D - P o D - 2/CIR/P/2024/185 dated December 31, 2024 and other relevant applicable SEBI Circulars issued in this regard.

The Board of Directors of the Company recommends the resolu�on set out at Item No.5 for approval of the Members as an Ordinary Resolu�on.

None of the Director, Key Managerial Personnel, or their respec�ve rela�ves are, in any way, concerned or interested, financially or otherwise, in the said resolu�on.

ITEM NO. 6

Mr. Nikhil Nanda was re-appointed as the Managing Director of the Company for a period of five years with effect from 2ndJuly, 2020. the present term of Mr. Nikhil Nanda was expired on 1st July, 2025. the Board has, based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee and subject to the approval of the members, approved the re-appointment of Mr. Nikhil Nanda as Managing Director of the Company for a further period of five years w.e.f 2nd July, 2025, post comple�on of his present term in 01st July 2025.

Mr. Nikhil Nanda is not disqualified from being re-appointed as a director in terms of sec�on 164 of the Act and has given his consent to act as Managing Director of the Company. Mr. Nikhil Nanda sa�sfies all the condi�ons as set out in sec�on 196(3) of the Act and Part-i of schedule V to the Act, for being eligible for his appointment and also confirms that he is not debarred from appointment by any order of SEBI or any other Authority.

Mr. Nikhil Nanda has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018 issued by the BSE Limited and the Na�onal Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Mr. Nikhil Nanda is a first-genera�on entrepreneur with over 30+ years of experience in the oral care industry. He holds a degree of Post Graduate diploma in Business management - Finance and marke�ng from FORE school of management, New Delhi. He is the vision and direc�on behind the Company in tune with the current market scenario, of being a global village working and establishing manufacturing facili�es to service the world. since 1996. He has dealt with all the facets of the business ever since the cons�tu�on of proprietorship concerns to corpora�za�on of the same. His achievement includes exploring interna�onal markets for the Company's growth and is lead source of product development.

As so far as the remunera�on of Mr. Nikhil Nanda as managing director is concerned, the same is specified in the resolu�on itself, which is put for the approval of members.

Mr. Nikhil Nanda holds 2,64,98,602 equity shares of the face value of Rs. 10/- each in the Company and is not related to other directors or Key managerial Personnel of the Company.

It is proposed to seek the members approval for the reappointment of and remunera�on payable to Mr. Nikhil Nanda as managing director, in terms of the applicable provisions of the Act and the relevant Rules made thereunder.

Mr. Nikhil Nanda is interested in the said resolu�on as it pertains to his own re-appointment. Mr. Nikhil Nanda is deemed to be interested in the said resolu�on. The other rela�ves of Mr. Nikhil Nanda may be deemed to be interested in the said resolu�on at Item No. 6 of the No�ce to the extent of their shareholding, if any, in the Company.

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None of the other Directors, Key Managerial Personnels of the Company and their rela�ves are, in any way, concerned or interested, financially, or otherwise, in the said resolu�on.

Disclosures as required under Regula�on 30 and 36(3) of the SEBI Lis�ng Regula�ons and Secretarial Standard - 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India are annexed to this No�ce.

ITEM No. 7

Equity based remunera�on includes alignment of personal goals of the Employees with Organiza�onal objec�ves by par�cipa�ng in the ownership of the Company. The Company understands the need to enhance the Employee engagement, to reward the Employees for their associa�on and performance as well as to mo�vate them to contribute to the growth and profitability of the Company.

With a view to drive long term objec�ves of the Company, to a�ract, mo�vate and retain employees by rewarding for their performance and incen�vize key talent to drive long term objec�ves of the Company, it is proposed to approve and adopt the JHS Svendgaard Laboratories Employee Stock Op�on Scheme – 2025 (“Scheme”).

The Board of Directors has considered and approved the Scheme at its mee�ng dated 12th August, 2025. The Scheme shall be implemented through Direct route to extend the benefits to the Eligible Employees by the way of fresh allotment from the Company.

In terms of Regula�on 6(1) of Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 [“SEBI (SBEB & SE) Regula�ons, 2021”], and Sec�on 62 and other applicable provisions, if any, of the Companies Act, 2013, the issue of Equity Shares under the cap�oned Scheme requires approval of the Shareholders by way of a Special Resolu�on. The Special Resolu�on set out at Item No.6 is to seek your approval for the said purpose.

The salient features and other details of the Scheme as required pursuant to Regula�on 6(2) of SEBI (SBEB &SE) Regula�ons, 2021 are as under:

1. Brief Descrip�on of the Scheme:

• The Scheme shall be called JHS Svendgaard Laboratories Employee Stock Op�on Scheme – 2025 (“Scheme”).

The Purpose of the Scheme:

The Company has structured this Scheme for the Employees. The purpose of the Scheme includes the followings:

• a) To reward the Employees for their associa�on and performance.

• b) To mo�vate and retain the Employees to contribute to the growth and profitability of the Company.

• c) To achieve sustained growth and the crea�on of

shareholder value by aligning the interests of the Employees with the long-term interests of the Company.

• d) To provide deferred rewards to Employees.

2. The total number of Op�ons to be offered and granted under the Scheme:

The maximum number of Op�ons that may be granted in one or more tranches, pursuant to this Scheme shall not exceed 40,00,000 (Forty Lakhs) Op�ons which shall be conver�ble into equal number of Shares not exceeding 40,00,000 (Forty Lakhs) Equity Shares having face value of Rs. 10/- each.

If any Op�on Granted under the Scheme lapses or is forfeited or surrendered or cancelled under any provision of the Scheme, such Op�on shall be added back to the pool and shall be available for further Grant under the Scheme unless otherwise determined by the Commi�ee.

Further, the maximum number of Op�ons that can be Granted and the Shares arise upon Exercise of these Op�ons shall stand adjusted in case of Corporate Ac�on.

3. Iden�fica�on of classes of Employees en�tled to par�cipate in the Scheme:

• (a) An Employee as designated by the Company, who is exclusively working in India or outside India; or

• (b) A Director of the Company, whether a Whole Time Director or not, including a non-execu�ve Director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director; or

but does not include

• (a) An Employee who is a Promoter or a person belonging to the Promoter Group; or

• (b) A Director who either himself or through his Rela�ve or through any Body Corporate directly or indirectly holds more than ten percent of the outstanding equity shares of the Company.

4. Requirement of Ves�ng and period of Ves�ng:

The Ves�ng Period shall commence from a period of 1 (One) year from the Grant Date and shall extend upto a maximum period of 5 (Five) years from the Grant Date, at the discre�on of and in the manner prescribed by the Commi�ee and set out in the Grant Le�er.

The Ves�ng Schedule, % of Op�ons to be vested will be clearly defined in the Grant Le�er of respec�ve Grantees subject to minimum and maximum Ves�ng Period as specified above.

Ves�ng of Op�ons may be subject to con�nued / uninterrupted employment with the Company and achievement of performance criteria, or any addi�onal relevant metrics as outlined in the Grant Le�er.

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5. Maximum period within which the Op�ons shall be vested:

The maximum period within which the Op�ons shall be vested is 5 (Five) years from the date of grant of such Op�ons.

6. Exercise Price or Pricing Formula:

Under this Scheme, the Exercise Price will be decided by the Commi�ee at the �me of Grant and shall be linked with

The Commi�ee has the power to provide suitable discount on such price as arrived above. However, in any case the Exercise Price shall not go below the face value of the Share of the Company.

7. Exercise period and process of Exercise:

A�er Ves�ng, Op�ons can be exercised either wholly or partly, within a maximum exercise period of 5 (Five) years from the date of respec�ve Ves�ng, a�er submi�ng the Exercise applica�on along with payment of the Exercise Price, applicable taxes and other charges, if any, during the Exercise Window as in�mated from �me to �me to the Grantee.

The mode and manner of the Exercise shall be communicated to the Grantees individually.

8. Appraisal process for determining the eligibility of the Employees to the scheme:

The Commi�ee may on the basis of all or any of the following criteria, decide on the Employees who are eligible for the Grant and decide upon the quantum of Op�ons under the Scheme and the terms and condi�ons thereof:

• I. Based on Designa�on: Depending upon the role/ posi�on of the employee and its cri�cality and involvement in strategic decision-making.

• II. Based on Performance and Other Criteria:

• Performance of Employee: Employee's performance during the financial year in the Company on the basis of decided parameters including annual appraisal process.

• Performance of Company: Performance of the Company as per the standards to be set by the Board of Directors from �me to �me.

• III. Any other criteria as decided by the Commi�ee in consulta�on with Board of Directors from �me to �me.

capital (excluding outstanding warrants and conversions) of the Company at the �me of Grant. The Commi�ee may decide to Grant such number of Op�ons equal to or exceeding 1% of the issued equity share capital (excluding outstanding warrants and conversions) to any Eligible Employee as the case may be, subject to the separate approval of the Shareholders in a general mee�ng.

The maximum number of Op�ons that may be granted in one or more tranches, pursuant to this Scheme shall not exceed 40,00,000 (Forty Lakhs) Op�ons which shall be conver�ble into equal number of Shares not exceeding 40,00,000 (Forty Lakhs) Equity Shares having face value of Rs. 10/- each.

10. The Maximum quantum of benefits to be provided per Employee under the scheme:

The maximum quantum of benefits that will be available to every Eligible Employee under the Scheme will be the difference between the Fair Market Value (as given under Rule 3(8)(ii) of the Income Tax Rules, 1962) of Company's Share on the Recognized Stock Exchange(s) as on the Date of Exercise of Op�ons and the Exercise Price paid by the Employee.

11. Whether the Scheme(s) is to be implemented and administered directly by the Company or through a Trust:

The Scheme shall be implemented through direct route for extending the benefits to the eligible Employees by the way of fresh allotment from the Company.

The Scheme shall be administered by the Nomina�on and Remunera�on Commi�ee of the Company.

12. Whether the Scheme involves new issue of shares by the company or secondary acquisi�on by the Trust or both:

The Scheme involves new issue of Equity Shares by the Company.

13. The amount of loan to be provided for implementa�on of the Scheme by the Company to the Trust, its tenure, u�liza�on, repayment terms, etc.:

• Not applicable, since the Scheme is proposed to be implemented by direct route.

14. The Maximum percentage of secondary acquisi�on (subject to limits specified under the regula�ons) that can be made by the Trust for the purposes of the Scheme:

• Not applicable, since the Scheme is proposed to be implemented by direct route.

15. Disclosure and accoun�ng policies:

9. The Maximum number of Op�ons to be granted per Employee and in aggregate:

Subject to availability of Op�ons in the pool under the Scheme, the maximum number of Op�ons that can be granted to any Eligible Employee during any one year shall not be equal to or exceed 1% of the issued equity share

The Company shall comply with the disclosures requirements and the accoun�ng policies prescribed under Regula�on 15 of the SEBI (SBEB & SE) Regula�ons, 2021 or as may be prescribed by regulatory authori�es from �me to �me.

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16. The method which the Company shall use to value its Op�ons:

The Company shall comply with the requirements of IND – AS 102 and shall use Fair value method and the fair value of Op�ons would be calculated as per the prescribed method under the applicable regula�ons.

17. Statement with regard to Disclosure in Director's Report:

As the company is adop�ng fair value method, presently there is no requirement for disclosure in director's report. However, if in future, the Company opts for expensing of share based employee benefits using the intrinsic value, then the difference between the employee compensa�on cost so computed and the employee compensa�on cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors' report and the impact of this difference on profits and on earnings per share (“EPS”) of the company shall also be disclosed in the Directors' report.

18. Period of lock-in:

The Shares allo�ed to the Grantees pursuant to Exercise of Op�ons shall be subject to no lock-in period from the date of allotment. The Grantee is free to sell the Shares.

19. Terms & condi�ons for buyback, if any, of specified securi�es:

The Commi�ee has the powers to determine the procedure for buy-back of Op�ons granted under the Scheme, if to be undertaken at any �me by the Company, and the applicable terms and condi�ons, in accordance with the applicable laws.

The Board of Directors recommend the resolu�ons as set out at Item no. 7 for your approval as Special Resolu�ons.

None of the Directors, Manager, Key Managerial Personnel of the Company, and any rela�ves of such Director, Manager, Key Managerial Personnel are in anyway concerned or interested in the resolu�on except to the extent of Equity Shares held by them in the Company or the op�ons may be granted under the Scheme.

JHS Svendgaard Laboratories Employee Stock Op�on Scheme – 2025 and other documents referred to in the aforesaid resolu�ons are available for inspec�on on the website of the Company or at the registered office of the Company.

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ANNEXURE TO ITEM NO.4

Details required under Regula�on 30 and 36 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023.

st

Details of Director re�ring by rota�on and seeking Re-appointment at the 21 Annual General Mee�ng

Particulars	Vinay Mittal
Director Identification Number	08232559
Designation/category of the Director	Non-Executive (Non-Independent) Director
Age	71
Date of the first appointment on the Board	27-05-2022
Qualification	Bachelors in English Literature from St. Stephen's College, Delhi University. twoyears of Law degree from Facultyof Law,Delhi University
Profile, Experience and Expertise in specific functional areas	Mr. Vinay Mittal did Bachelors in English Literature from St. Stephen's College, Delhi University. In 1973, he enrolled into Faculty of Law, Delhi University for two years of Law degree. He then joined Indian Railways Traffic Service in 1975 and where he remained in the service for good 37 years. Mr. Mittal retired as chairman of Railway Board in 2013 and joined Union Public Service Commission as member till 2018.
Shareholding in the Company including shareholding as a beneficial owner	Nil
Relationship with the other Directors	None
Terms & conditions of the reappointment	To retire by rotation
Directorships held in other companies including equity listed companies and excluding foreign companies as on the date of this Notice.	Nil
Memberships / Chairmanships of committees of other companies (excluding foreign companies) as on date of this Notice	Nil
Number of meetings of the Board attended during the financialyear	7
Details of remuneration paid in FY24-25	Nil
Resignation from Listed Entities in past three years	Nil

For other details such as the number of mee�ngs of the Board a�ended during FY 2024-25, remunera�on last drawn in FY 202425 by Mr. Vinay Mi�al please refer to the corporate governance report which is a part of this Integrated Annual Report

For and on behalf of Board of Directors JHS Svendgaard Laboratories Limited Sd/Komal Jha Company Secretary & Compliance Officer Date: 21/08/2025 Place: New Delhi

Registered Office: Trilokpur Road, Kala Amb Dis� Sirmaur Himachal Pradesh-173003 Email- cs@svendgaard.com Website: www.svendgaard.com

CIN: L74110HP2004PLC027558

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ANNEXURE- 2

PURSUANT TO REGULATION 30 AND 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015 AND SECRETARIAL STANDARD - 2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI), INFORMATION ABOUT THE DIRECTOR PROPOSED TO BE RE- APPOINTED/ APPOINTED UNDER ITEM NO. 6 IS FURNISHED AS BELOW:

Name of the Director & DIN	Mr. Nikhil Nanda(DIN: 00051501)
Nationality	Indian
Designation/categoryof the Director	ManagingDirector
Date of Birth	26.09.1972
Date of reappointment	With effect from July02,2025 for theperiod of Five(05) years
Date of first appointment in the current designation	08.10.2004
Qualification	Degree in Business management with double majors in Finance and marketingfrom FoRe school of management,New Delhi
Brief Profile	Mr. Nikhil Nanda is a first-generation entrepreneur with over 30+ years of experience in the oral care industry. He holds a degree of Post Graduate diploma in Business management - Finance and marketing from FORE school of management, New Delhi. He is the vision and direction behind the Company in tune with the current market scenario, of being a global village working and establishing manufacturing facilities to service the world. since 1996, He has dealt with all the facets of the business ever since the constitution of proprietorship concerns to corporatization of the same. His achievement includes exploring international markets for the Company’sgrowth and is lead source ofproduct development.
Nature of Expertise in Specific Functional Areas;	Entrepreneur with Good leadershipskills
Terms and conditions of re-appointment	Mr. Nikhil Nanda will serve for aperiod of 5(Five)consecutiveyears
Names of Listed Entities in which Director also holds the Directorship and the Membership of Committees of the Board	JHS Svendgaard Retail Ventures Limited
Name of Committee(s) of JHS Svendgaard Laboratories Limited in which Director is Chairman/ Member	Audit Committee- Member Stakeholder Relationship Committee –Member Corporate Social ResponsibilityCommittee- Chairperson
Listed Entities from which Director has resigned as Director inpast threeyears	None
Number of Shares held in the Company	2,64,98,602
Number of Board Meetings attended duringtheyear	8
Remuneration Last Drawn(per annum)	Rs. 60,00,000/-
Inter-se relationship between Directors and other Key Managerial Personnel	None

For and on behalf of Board of Directors JHS Svendgaard Laboratories Limited Sd/Komal Jha Company Secretary & Compliance Officer Date: 21/08/2025 Place: New Delhi

Registered Office: Trilokpur Road, Kala Amb Dis� Sirmaur Himachal Pradesh-173003 Email- cs@svendgaard.com Website: www.svendgaard.com

CIN: L74110HP2004PLC027558

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