Madhav Copper Limited — Proxy Solicitation & Information Statement 2025

Apr 24, 2025

Date: April 24, 2025

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To,

Manager- Listing Department, National Stock Exchange India Limited,

Exchange Plaza; Plot no C/1, G Block, Bandra- Kurla Complex- Bandra (E) Mumbai-400051

Company Symbol: MCL

Dear Sir/madam,

Sub: Postal Ballot Notice- Rregulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Require m ents) Regulations, 2015, please find enclosed herewi t h the copy of Postal Ballot Notice along with Explanatory statements dated April 24, 2025.

The aforesaid Notice is sent to th e members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-of f date being Friday, April 18, 2025, on their register e d email address.

The remote e-voting period com m ences on Saturday, April 26, 2025, at 9:00 a.m. (IST) and ends on Sunday, May 25, 2025, at 5:00 p.m. (IST).

The said Postal Ballot Notice will also be made available on the website of the Company www.madhavcopper.com

Kindly take the same on record.

Thanking you,

For, Madhav Copper Limited

Digitally signed by Sneha Parth Sneha Parth Langaliya Langaliya Date: 2025.04.24 12:10:03 +05'30' CS Sneha Langaliya Company Secretary & Compliance officer

Encl: Annexure A

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Annexure A

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POSTAL BALLOT NOTICE NO.: 01/2025-26

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014] REMOTE E-VOTING STARTS ON REMOTE E- VOTING ENDS ON Saturday, April 26, 2025, at 9:00 a.m. (IST) Sunday, May 25, 2025, at 5:00 p.m. (IST)

Dear Member(s),

Notice is hereby given that t h e resolutions set out below are proposed f or approval by the members of Madhav Copper Limited (“the Company”) by means of Po s tal Ballot, only by remote e-voting process (“e- v oting”) being provided by the Company to all its members to cast their votes electronicall y , pursuant to and in compliance with the pr o visions of Section 108 and 110 and other applic a ble provisions, if any, of the Companies Ac t , 2013 (hereinafter referred to as “the Act”), re a d with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), General Circular No. 14/2020 d ated 8 April 2020, No. 17/2020 dated 13 April 2 020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/202 0 dated 31 December 2020, No. 10/2021 d a ted 23 June 2021, No. 20/2021 dated 8 Decemb e r, 2021, No. 3/2022 dated 5 May, 2022, , N o . 11/2022 dated 28 December, 2022, No. 09/202 3 dated September 25, 2023 and 09/2024 dat e d 19th September, 2024and other relevant Cir c ulars, if any, issued by the Ministry of Corporate Affairs (“MCA”) (collectively refe r red to as the “MCA Circulars”) (inclu d ing any statutory modification(s) or re-enactm e nt(s) thereof for the time being in force) an d Regulation 44 and other applicable Regulation s of the Securities and Exchange Board of India (Listing Obligations and Disclosur e Requirements) Regulations, 2015 (“t h e SEBI Listing Regulations”), including an y statutory modification or re-enactment t h ereof for the time being in force, Secretarial St a ndard-2 on General Meetings (SS-2) issue d by the Institute of Company Secretaries of Indi a (ICSI), and any other applicable laws, ru l es and regulations (including any statutory mo d ification(s) or re-enactment(s) thereof, for the time being in force).

The Company has engaged t h e services of National Securities Depository Limited (‘ NSDL ’) to provide remote e-voting f a cility to the Members. The remote e-voting period commences on Saturday, April 26, 2025, at 9:00 a.m. (IST) and ends on Sunday, May 25, 2025, at 5:00 p.m. (IST). The e-votin g module shall be disabled by NSDL thereaf t er. Voting rights of the Members shall be in pro p ortion to the equity shares held by them in the paid-up equity share capital of the Compa n y as on the Cut-off date. Please note that communication of assent or dissent of the Mem b ers would only take place through the rem o te e-voting system. The instructions for remote e -voting is provided in the ‘Notes’ section to the Notice. The Notice is also available on th e website of the Company www.madhavcopp e r.com

In accordance to the aforeme n tioned MCA Circulars, Members shall be p e rmitted to exercise their voting rights only thro u gh e-voting. Hence, physical copy of this p ostal ballot notice along with postal ballot for m s and pre-paid business envelope are no t being sent to the Members.

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Approval of the Members i s hereby sought for the proposal contained in the resolutions appended below. Pursuant to Section 102 and Section 110 and other appl i cable provisions of the Act, the statement pertain i ng to the said Resolutions setting out the m a terial facts and the reasons/ rationale thereof a r e annexed to this Postal Ballot Notice (‘Notice’) for your consideration.

Members desiring to exercise their vote through the remote e-voting proc e ss are requested to carefully read the instructio n s indicated in this Notice and record the i r assent (FOR) or dissent (AGAINST) by follo w ing the procedure as stated in the Notes f orming part of the Notice for casting of votes b y remote e-voting starting at Saturday, April 26, 2025, at 9:00 a.m. (IST) and not later tha n Sunday, May 25, 2025, at 5:00 p.m. (IST). The remote e- voting facility will be disable d by NSDL immediately thereafter.

The last date of e-voting, i . e., Sunday, May 25, 2025 shall be the d ate on which the resolutions would be deemed to have been passed, if approved by the requ i site majority.

SPECIAL BUSINESS:

Item 1: Approval for the Re-Appointment of Mrs. Dinal Ashokbhai Lakhani (DIN:08753875) as an Independent Director of the Company

To consider, and if thought fi t , to pass the following resolution as a Special Resolution :

“RESOLVED THAT purs u ant to the provisions of Sections 149, 1 5 0, 152, and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), rea d with Schedule IV of the Act, the Companies (A p pointment and Qualification of Directors) R ules, 2014, and the applicable provisions of th e SEBI (Listing Obligations and Disclos u re Requirements) Regulations, 2015 ("SEBI Li s ting Regulations") (including any statutor y modification(s) or re-enactment(s) thereof for t he time being in force), the Articles of A ssociation of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of t h e Board of Directors for re-appointment, M r s. Dinal Ashokbhai Lakhani (DIN: 08753875) In d ependent Director of the Company, whose period of office is liable to expire on June 03, 2 025, and who has submitted a declaration that she meets the criteria of independence un d er Section 149(6) of the Act and who is eligible for reappointment for a second ter m under the provisions of the Act and rule s made there under and Regulation 16(1)(b) of the SEBI Listing Regulations, and in res p ect of whom the Company has received a noti c e in writing from a member proposing her candidature for the office of Director pursuant t o Section 160 of the Act, be and is hereby re-appointed as an Independent Director of the C ompany for a term of 5 years with effect from June 04, 2025 to June 03, 2030, not liable to re t ire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorize d to delegate all or any of the powers to any co m mittee of directors with power to further d e legate to any other Officer(s) / Authorized Representative(s) of the Company to do all acts, d e eds and things and take all such steps as may be n ecessary, proper or expedient to give effect t o this resolution.”

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Place: Bhavnagar By Order of the Board of Directors Date: 24/04/2025 Madhav Copper Limited Sd/Mr. Nilesh Natubhai Patel Chairman & Whole-time Director DIN: 05319890

NOTES:

1) The explanatory statement pursuant to Section 102 read with Section 1 10 of the Act, any other applicable provisions o f the Act, the rules made there under, Listi n g Regulations and Secretarial Standards on Ge n eral Meetings (SS-2) stating all material fa c ts and the reasons thereof for the proposed resol u tion, forming part of this Notice, is annexed herewith.

2) In accordance with the M CA Circulars, this Postal Ballot Notice is b eing sent only by electronic mode to those me m bers whose names appear on the Register o f Members / List of Beneficial Owners as on Friday, April 18, 2025 (“cut - off date”) received from the Depositories and whose e- m ail address is registered with the Comp a ny / Depositories. Physical copies of the Postal Ballot Notice, postal ballot forms and pre- p aid business reply envelopes are not being sent t o members for this Postal Ballot.

3) Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made there under, the MCA Circulars and Regulation 44 of SEBI (Listi n g Obligations and Disclosure Requirements) R e gulations 2015 and any amendments there t o, the Company is providing the facility to th e members to exercise their right to vot e on the proposed resolutions electronically. T h e Company has engaged the services of National Securities Depository Limited (NSDL) , the agency to provide e-voting facility. Me m bers are requested to read carefully the instruct i ons for e-voting that are provided as part of this Postal Ballot Notice before casting their vo t e.

4) The remote e-voting shall commence on Saturday, April 26, 2025, at 9:00 a.m. (IST) and shall ends on Sunday, May 25, 2025, at 5:00 p.m. (IST). During this period, Members of the Company holding sha r es in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for e- voting thereafter.

5) The Board of Directors o f the Company at its meeting held on A pril 24, 2025 has appointed CS Ranjit Kumar S ingh (COP No. 23646) of M/s. Ranjit & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the Postal Ba l lot voting process through remote e-voting in a fair and transparent manner. The scruti n izer's decision on validity of the Postal Ballot shall be final. The Scrutinizer will subm i t the report to the Chairperson of the Compan y , or any person authorized by him upon completion of the scrutiny of the votes cast thr o ugh remote e-voting. The results of the Po s tal Ballot will also be communicated to the Stoc k Exchange. The results along with the Scru t inizer's Report will

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also be displayed on the C o mpany's website, www.madhavcopper.com as well as on the website of NSDL at www.ev o ting.nsdl.com.

6) The Resolutions, if passe d by the requisite majority through Postal B allot by remote e- voting, will be deemed to h ave been passed on the last date specifie d for e-voting i.e., Sunday, May 25, 2025, at 5:00 p.m. (IST)

7) Members may downlo a d the Notice from the website of the Company at www.madhavcopper.com or f rom the website of NSDL at www.evoting. n sdl.com a copy of the Notice is also available o n the website of NSE at www.nseindia.com.

8) The vote in this Postal Bal l ot cannot be exercised through proxy.

9) Members desirous of insp e cting the documents referred to in the Notic e or Statement may send their requests to cs @ madhavcopper.com from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID.

10) Process for Registration of e-mail addresses:

A) One-time registration of e-mail address with RTA for receiving the Notice and casting votes electronically:

As part of Company’s gr e en initiative and to facilitate Members to r eceive this Notice electronically, the Comp a ny has made special arrangements with i ts RTA, Bigshare Services Private Limited f o r registration of e-mail addresses. Eligible M embers, who have not registered their e-mail a ddresses with the RTA, are required to pro v ide the same to the RTA.

B) Process to be followed for one-time registration of e-mail address (for shares held in physical form or in electronic form) is as follows:

a) Visit the link: h ttps://www.bigshareonline.com/

b) Select the na m e of the Company from drop-down: Madhav Copper Limited.

• c) Enter details in res p ective fields such as DP ID and Client ID (if shares held in electronic for m ) /Folio no. and Certificate no. (if shares hel d in physical form), Shareholder n a me, PAN, mobile number and e-mail id

d) System will s e nd One Time Password (‘OTP’) on mobile n o. and e-mail id

• e) Enter OTP receive d on mobile no. and e-mail id and submit.

After successful submission of the e-mail address, NSDL will e-mail a copy of this Notice along with the e-Voting u ser ID and password. If you are an Ind i vidual shareholder holding securities in dema t mode, you are requested to refer to the logi n method explained at step 1 (A) below i.e. L ogin method for e-voting for individual s h areholders holding

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securities in demat m o de. In case of any queries, Membe r s may write to cs@madhavcopper.com or evoting@nsdl.co.in

C)Registration of e-mail address permanently with Company / DP:

Members are requested to re g ister the e-mail address with their concerne d DPs, in respect of electronic holding and with t h e Company / RTA in respect of physical h olding, please visit https://www.madhavcopper.c o m/notice.php to know more about the r e gistration process. Further, those Members who have already registered their e-mail addres s es are requested to ensure that their e-mail ID is v alid or in case of change, update the same w ith their DPs/RTA to enable service of notic e s/documents/Integrated Reports and oth e r communications electronically to their e-mail a ddress in future.

11) Process to cast votes through remote e-voting:

The way to vote electronicall y on NSDL e-Voting system consists of ‘T w o Steps’ which are mentioned below:

Step 1: Access to NSDL e-Voting system

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

In terms of SEBI circular da t ed December 9, 2020, on e-Voting facility provided by Listed Companies, Individual share h olders holding securities in demat mode a re allowed to vote through their demat accoun t maintained with Depositories and Depo s itory Participants. Shareholders are advised to u p date their mobile number and Email Id in t h eir demat accounts to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in dem mode with NSDL. at

A.NSDL IDeAS facility If you are already registered, follow th 1. Existing IDeAS user can visit NSDL Viz. https://eservices.nsdl.com Computer or on a mobile. 2. On the e-Services home page Owner” icon under “Login” which is section , this will prompt you to entery Password. 3. After successful authentication, e below steps: the e-Services website of either on a Personal click on the “Beneficial available under ‘IDeAS’ our existing User ID and you will be able to see e-

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Voting services under Value added serv e-Voting” under e-Voting services and Voting page. 4. Click on options available agai voting service provider – NSDL and NSDL e-voting website for casting your voting period. 5. If you are not registered for ID register is available at https://eser “Register Online for IDeAS https://eservices.nsdl.com/SecureWeb/Id B. e-Voting website of NSDL 1. Visit the e-Voting website ofN by typing the following URL: https either on a Personal Computer or on am 2. Once the home page of e-Voting on the icon “Login” which ‘Shareholder/Member’ section. 3. A new screen will open. You wi ID (i.e. your sixteen digit demat acc NSDL), Password/OTP and a Verificati screen. 4. After successful authentication, NSDL Depository site wherein you can on company name or e-Voting service you will be redirected to e-Voting web your vote during the remote e-Voting pe 5. Shareholders/Members can also App “NSDL Speede” facility by mentioned below for seamless voting ex ices. Click on “Access to you will be able to see e- nst Company name or e- you will be re-directed to vote during the remote e- eAS e-Services, option to vices.nsdl.com . Select Portal” or click at easDirectReg.jsp SDL. Open web browser ://www.evoting.nsdl.com/ obile. system is launched, click is available under ll have to enter your User ount number hold with on Code as shown on the you will be redirected to see e-Voting page. Click provider i.e. NSDL and site of NSDL for casting riod download NSDL Mobile scanning the QR code perience.

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Individual Shareholders holding securities in dem mode with CDSL at

1. Users who have opted for CDS can login through their existing user ida be made available to reach e-Voting authentication. The users to login Easi visit CDSL website www.cdslindia.com & New System Myeasi Tab and thenu username & password. 2. After successful login the Easi to see the e-Voting option for eligib evoting is in progress as per thei company. On clicking the evoting optio see e-Voting page of the e-Voting ser your vote during the remote e-Voting meeting & voting during the meeting.A links provided to access the system Providers, so that the user can vis providers’ website directly. 3. If the user is not registered fo register is available at CDSL websit click on login & New System Myeas registration option. 4. Alternatively, the user can dire by providing Demat Account Number Voting link available on www.cdslind system will authenticate the user by se Mobile & Email as recorded in the successful authentication, user will be option where the evoting is in progress access the system of all e-VotingServic L Easi / Easiest facility, nd password. Option will page without any further /Easiest are requested to and click on login icon ser your existing my easi / Easiest user will be able le companies where the nformation provided by n, the user will be able to vice provider for casting period or joining virtual dditionally, there is also of all e-Voting Service it the e-Voting service r Easi/Easiest, option to e www.cdslindia.com and i Tab and then click on ctly access e-Voting page and PAN No. from an e- ia.com home page. The nding OTP on registered Demat Account. After able to see the e-Voting and also able to directly e Providers.

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

1. You can also login using the demat account through your Deposito with NSDL/CDSL for e-Voting facility. 2. Upon logging in, you will be ab Click on e-Voting option, you will ber Depository site after successful authen see e-Voting feature. 3. Click on company name or e-V NSDL and you will be redirected to e- for casting your vote during the remotee login credentials of your ry Participant registered le to see e-Voting option. edirected to NSDL/CDSL tication, wherein you can oting service provider i.e. Voting website of NSDL -Voting period

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

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

Login type Helpdesk details Individual Shareholders M embers facing any technical issue in lo g in can contact NSDL holding securities in h e lpdesk by sending a request at evoting@n s dl.com or call at 022 - demat mode with NSDL 4 8 86 7000 and 022 - 2499 7000 Individual Shareholders M embers facing any technical issue in lo g in can contact CDSL holding securities in h e lpdesk by sending a request at helpdesk.e v oting@cdslindia.com or demat mode with CDSL c o ntact at toll free No. 1800 22 55 33

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

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

1. Visit the e-Voting websit e of NSDL. Open web browser by typing t h e following URL: https://www.evoting.nsdl.co m / either on a Personal Computer or on a mob i le.

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

3. A new screen will open. Y ou will have to enter your User ID, your P a ssword/OTP and a Verification Code as shown o n the screen.

Alternatively, if you are re g istered for NSDL eservices i.e. IDEAS, y ou can log-in at https://eservices.nsdl.com/ w i th your existing IDEAS login. Once yo u log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you ca n proceed to Step 2 i.e., Cast your vote electronic a lly.

1. Your User ID details are gi v en below:

Manner of holding sh Demat (NSDL or CDSL) or Phys ares i.e. ical	Your User ID is:
For Members who hold sha demat account with NSDL res in	8 Character DP ID followed by ID For example: if your DP ID isI Client ID is 12** then yo IN30012*. 8 Digit Client N300* and ur user ID is
For Members who hold sha res in	16 Digit BeneficiaryID

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demat account with CDSL	For example: if your Benef 12** then your us 12** iciary ID is er ID is
For Members holding share Physical Form s in	EVEN Number followed byF registered with the Company. Fo folio number is S1**a 127660 then user ID is 127660S olio Number r example, if nd EVEN is 1**

1. Password details for share h olders other than Individual shareholders are given below:

a) If you are already registe r ed for e-Voting, then you can user your e x isting password to login and cast your vote.

b) If you are using NSDL e - Voting system for the first time, you will n eed to retrieve the ‘initial password’ which was communicated to you. Once you ret r ieve your ‘initial password’, you need to enter the ‘initial password’ and the system will f o rce you to change your password.

c) How to retrieve your ‘initi a l password’?

(i) If your e-mail add r ess is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your e-mail a d dress. Trace the e- mail sent to you fro m NSDL from your mailbox. Open the e- m ail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to o p en 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 sh a res held in physical form. The .pdf file cont a ins your ‘User ID’ and your ‘initial pass w ord’.

(ii) If your e-mail add r ess is not registered, please follow the deta i led procedure with respect to registration o f e-mail addresses as mentioned in note no. 16 of this Notice.

1. If you are unable to retrie v e or have not received the ‘Initial passwor d ’ or have forgotten your password:

a) Click on Forgot User Details/Password? (If you are holding s h ares in your demat account with NSDL o r CDSL) option available on www.evoting.nsdl.com

b) Click on Physical User Reset Password? (If you are holdin g shares in physical mode) option availabl e on www.evoting.nsdl.com

c) If you are still unable to get the password by aforesaid two opti o ns, you can send a request at evoting@n s dl.com mentioning your demat account nu m ber/folio number, your PAN, your name and your registered address etc.

d) Members can also u se the OTP (One Time Password) based l o gin for casting the votes on the e-Voting s ystem of NSDL.

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1. After entering your passw o rd, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

2. Now, you will have to clic k on ‘Login’ button.

3. After you click on the ‘Lo g in’ button, Home page of e-Voting will open.

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

How to cast your vote electro n ically on NSDL e-Voting system?

1. After successful login at St e p 1, you will be able to see all the compani e s ‘EVEN’ in which you are holding shares havin g voting cycle.

2. Select ‘EVEN’ of the Co m pany, which is 127660 for which you wis h to cast your vote during the remote e-Voting p e riod.

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

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

5. Upon confirmation, the me s sage ‘Vote cast successfully’ will be displa y ed.

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

7. Once you confirm your v o te on the resolution, you will not be allo w ed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI et c .) are required to upload their Board Resolutio n / Power of Attorney / Authority Letter by c l icking on ‘ Upload Board Resolution/Authorit y Letter’ displayed under ‘e-Voting’ tab on the screen or send scanned copy (PDF/JPG For m at) of the relevant Board Resolution/ Auth o rity letter etc. with attested specimen signature o f the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e- m ail to ranjit11cs@gmail.com with a copy marked to evoting@nsdl.com

2. It is strongly recommend e d not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voti n g website will be disabled upon five unsucces s ful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘P h ysical User Reset Password?’ option available o n www.evoting.nsdl.com to reset the passw o rd.

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1. In case of any queries, y ou may refer the Frequently Asked Qu e stions (FAQs) for Shareholders and e-voting us e r manual for Shareholders available at the d ownload section of www.evoting.nsdl.com or cal l on toll free no.: 022 - 4886 7000 and022 - 2 499 7000 or send a request to Mr. Amit Vishal, Asst. Vice President-NSDL or Mr. Sanjee v Yadav, Assistant Manager–NSDL at evoting @ nsdl.com or contact at NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compo u nd, Senapati Bapat Marg, Lower Parel, Mu m bai 400 013.

Place: Bhavnagar Date: 24/04/2025

By Order of the Board of Directors Madhav Copper Limited Sd/Mr. Nilesh Natubhai Patel Chairman & Whole-time Director DIN: 05319890

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THECOMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER.

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

Item No 1:

The Board of Directors has a ppointed Mrs. Dinal Ahokbhai Lakhani (D I N:08753875) at its Board meeting held on 19[th] March, 2020 as an additional director w. e .f. 4[th] June, 2020. Further at the Annual Gene r al Meeting held on September 30, 2020, t h e members of the Company had Regularised Mrs. Dinal Ashokbhai Lakhani (DIN:08753875) as an Independent Director of the C ompany, to hold office up to June 03, 2025 ( “ first term”).

Pursuant to the provisions o f Section 149(10) of the Act, an Independe n t Director shall be eligible for re-appointment for second term on passing of a special resolution by the Company.

The Board, based on the p e rformance evaluation and as per the reco m mendation of the Nomination and Remunerat i on Committee, considers that, given th e background and experience and contributions made by her during her tenure, the conti n ued association of Mrs. Dinal Ashokbhai Lakha n i (DIN:08753875)would be beneficial to th e Company and it is desirable to continue to ava i l her services as an Independent Director. Accordingly, it is proposed to re-appoint Mrs. Dinal Ashokbhai Lakhani (DIN:08753875) as an Independent Director of the Company, n o t liable to retire by rotation, for a secon d term of 5 (five) consecutive years on the Boa r d of the Company.

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Mrs. Dinal Ashokbhai Lakha n i (DIN:08753875) is not disqualified from being appointed as a director in terms of Section 1 64 of the Companies Act, 2013 (“the Act”) , and has given her consent to act as a director.

The Company has also r e ceived declaration from Mrs. Dinal A shokbhai Lakhani (DIN:08753875), that she me e ts the criteria of independence as prescribed both under Section 149(6) of the Act and under t h e Securities and Exchange Board of India ( L isting Obligations and Disclosure Requirements ) Regulations, 2015 (“Listing Regulations”).

Pursuant to Section 150 of th e Companies, Act 2013 read with Rule 6 of the Companies (Appointment and Qualificat i on of Directors) Rules, 2014, Mrs. Dinal A shokbhai Lakhani (DIN:08753875) has enrolle d her name in the online data bank maintained for Independent Directors with the Indian Inst i tute of Corporate Affairs..

Details of Mrs. Dinal Asho k bhai Lakhani are provided in the “Annex u re” to the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial S t andard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of Indi a . She shall be paid remuneration by way of fee f o r attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimburseme n t of expenses for participating in the Board an d other meetings.

This statement may also be regarded as an appropriate disclosure und e r the Act and the Listing Regulations.

Accordingly, the Board reco m mends a resolution in relation to the appoin t ment of Mrs. Dinal Ashokbhai Lakhani (DIN:08 7 53875) as an Independent Director, for t h e approval by the shareholders of the Company . Except, Mrs. Dinal Ashokbhai Lakhani an d her relatives, none of the Directors and Key Ma n agerial Personnel of the Company and their respective relatives are, in any way, whether fin a ncially or otherwise, concerned or intereste d , in the Resolution set out at Item No. 1 of this N o tice.

SN	Description	Details
1.	DIN	08753875
2.	Date of Birth and Age	08-07-1992 Age 33 years
3.	Date of first Appointm Board ent on the	04-06-2020
4.	Qualifications	B. Com.,LLB
5.	Experience (including specific functional are expertise in as)	Mrs. Dinal Ashokbhai Lak With over 7 years of legal specializes in CriminalL Gujarat. hani is a Lawyer. experience, she awyer in all over
6.	Terms & Conditionso Reappointment/Appo f intment	The term of re-appo Independent Director (ID is for a period of 5 conse the date of her re-appointm intment of an ) of the Company cutive years from ent. Independent

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		Director is not liable to Appointment of every Ind shall be approved by Company. retire by rotation. ependent Director members' of the
7.	Remuneration propos paid/ Sitting Fees ed to be	Mrs. Dinal Ashokbhai entitled for sitting fees as the Board from time commission, if any, as ma the Board. Lakhani will be maybe decided by to time and y be approved by
8.	Shareholding in including sharehol beneficial ownera appointment the Company ding as a s on date of	NIL
9.	Relationship with oth / KeyManagerial Per er Directors sonnel	Not related to any Managerial Personnel Director / Key
10.	Directorships of other on date of her appoint Boards as ment	NIL
11.	Memberships / Chairm Committees of otherB date of her appointme anships of oards as on nt.	NIL
12.	Listed entities theDirector has re pastthreeyears. from which signed in the	NIL

Place: Bhavnagar Date: 24/04/2025

By Order of the Board of Directors Madhav Copper Limited Sd/Mr. Nilesh Natubhai Patel Chairman & Whole-time Director DIN: 05319890

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