M.P. Agro Industries Ltd. — Proxy Solicitation & Information Statement 2026

Jan 20, 2026

Registered Office: 924, 9 Floor, Fortune Tower, Sayajigunj, Vadodara – 390020 Email Id: mpagroindustries@gmail.com Website: www.mpagroindustries.in Phone no.:+91 – 2653152583 CIN: L24123GJ1975SGC106981

M.P. AGRO INDUSTRIES LTD.

SAMRUDDHI

Dt.: 20[th] January, 2026

To, Corporate Affairs, BSE Limited, 25[th] Floor, P J Towers, Fort, Mumbai

Scrip Code: 506543

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

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of Postal Ballot dated 19[th] January, 2026 together with the Explanatory Statement thereto, seeking approval of business items mentioned in the aforementioned notice.

The Postal Ballot Notice is being sent to all the Members, whose name appear in the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email addresses are registered with the Company/ Registrar and Share Transfer Agent /Depository Participants as on Friday, January 16, 2026 (Cut-off Date) through electronic mode only.

The Company has engaged the services of Central Depositories Services (India) Limited, for facilitating remote e-voting to enable the Members to cast their votes electronically. The detailed procedure for remote e-voting is given in the Notice of Postal Ballot. The remote e-voting period commences from 9:00 a.m. (IST) on Friday, January 23, 2026 and ends at 5:00 p.m. (IST) on Saturday, February 21, 2026. The results of the voting by postal ballot will be announced on or before Monday, February 24, 2026.

The Notice is also available on the website of the company www.mpagroindustries.in

Take the same on your records.

Thanking you,

For M. P. Agro Industries ltd.

ISHITA KAPURE Digitally signed by ISHITA KAPUREDN: cn=ISHITA KAPURE c=IN o=PersonalReason: I am the author of this documentLocation: Date: 2026-01-20 15:28+05:30 CS Ishita Kapure Encl.: As Above Compliance Officer

M.P. AGRO INDUSTRIES LTD.

Registered Office: 924, 9 Floor, Fortune Tower, Sayajigunj, Vadodara – 390020 CIN: L24123GJ1975SGC106981 Email Id: mpagroindustries@gmail.com, Website: www.mpagroindustries.in, Phone no.:+91 – 2653152583

NOTICE OF POSTAL BALLOT

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

Dear Members,

Notice is hereby given to the Members (“the Members or the Shareholders”) that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Act, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022, 11/2022 dated 28th December, 2022, 9/2023 dated 25th September, 2023 and 9/2024 dated 19th September, 2024 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of M. P. Agro Industries Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed there under, setting out the material facts and reasons thereof concerning the resolutions mentioned in this Postal Ballot Notice (“Notice”) are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and Section 110 of the Act read with the Rules framed there under and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Mr. J. J. Gandhi, Proprietor of M/s. J. J. Gandhi & Co., Practicing Company Secretaries, Vadodara, as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

Members are requested to carefully read the instructions mentioned under the head ‘Information and Instructions for e-voting’ in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolutions through the e-voting process not later than 5:00 p.m. (IST) on Saturday, February 21, 2026, failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “CDSL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or Company Secretary or any other authorized officer(s) of the Company after completion of the scrutiny of the e- voting. The results of the Postal Ballot along with the Scrutinizer’s Report will also be displayed on the website of the Company at https://www.mpagroindustries.in/, on the website of RTA and the same shall also be displayed at the Registered Office of the Company while simultaneously being communicated to BSE Limited (“BSE”) where the equity shares of the Company are listed.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot, i.e. Saturday, February 21, 2026.

SPECIAL BUSINESS:

1. To Re - Appoint Mrs. Arati Jadhav (DIN: 07158600) as an Independent Director of the Company: To consider and if though fit to pass, with or without modification(s) following Resolution as “ SPECIAL RESOLUTION” :

“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (‘Act‘) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mrs. Aarti Jadhav (DIN: 07158600), who was appointed as an Independent Director not liable to retire by rotation and whose term expires on February 10, 2026, and in respect of whom the Company has received a notice in writing from the Director under section 160 of the Act, proposing his candidature for the office of Director be and is hereby re-appointed as an Independent Director of the Company to hold office for a term of further five years up to February 10, 2031, not liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted Committee of the Board of Directors) be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and / or otherwise considered by them to be in the best interest of the Company.”

By Order of the Board, Sd/Place: Vadodara Ishita Kapure Date: 19.01.2026 Company Secretary

NOTES

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed there under concerning the resolutions as set out in the postal ballot notice is annexed hereto and forms part of this Notice.

2. In terms of Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, the business set out in the notice above is sought to be passed by postal ballot.

3. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “ NSDL ”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, January 16, 2026 (the “ Cut-Off Date ”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants

and in respect of physical holdings, with the RTA, in accordance with the provisions of the Act read with the rules framed there under and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a Member as on the Cut-Off Date or who becomes a Member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

1. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

2. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and SS -2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

3. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), by clicking the link: https://linkintime.co.in/emailreg/email_register.html.

4. Post successful registration of the e-mail, the Member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, Member may write to rnt.helpdesk@linkintime.co.in.

5. It is clarified that for permanent registration of e-mail address, the Members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.

6. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by email to mpagroindustries@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com

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

8. Postal Ballot (e-voting) period commences from Friday, January 23, 2026 (9.00 a.m. IST) and ends on Saturday, February 21, 2026 (5.00 p.m. IST). At the end of the e-voting period, the facility shall forthwith be blocked and e-voting shall not be allowed beyond the said date and time.

9. The proposed resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Saturday, February 21, 2026. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

10. This Notice shall also be available on the website of the Company at www.mpagroindustries.in, websites of the stock exchanges where the equity shares of the Company are listed, i.e. BSE Limited at www.bseindia.com, and on the website of RTA at www.linkintime.co.in.

11. All the documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to mpagroindustries@gmail.com

- General information and instructions relating to e voting:

• (i) The voting period begins on Friday, 23[rd] January, 2026 at 09:00 (IST) AM and ends on Saturday, 21[st] February, 2026 at 05:00 PM. (IST) During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 16[th] January, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolution. Individual shareholders

holding securities in demat mode are allowed to vote through their demat account(s) maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

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

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

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

Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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Type of Login Method
shareholders
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
Individual without any further authentication. The URL for users to login to Easi / Easiest are
Shareholders https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click
holding on Login icon and select New System Myeasi.
securities in 2) After successful login the Easi / Easiest user will be able to see the e-Voting option
Demat mode for eligible companies where the e-voting is in progress as per the information
with CDSL provided by company. On clicking the e-voting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, 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
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from 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 e-voting is in progress and
also able to directly access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by typing the following URL:
Individual https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
Shareholders home page of e-Services is launched, click on the “Beneficial Owner” icon under
holding “Login” which is available under ‘IDeAS’ section. A new screen will open. You will
securities in have to enter your User ID and Password. After successful authentication, you will
demat mode be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting
with NSDL services and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
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	2) If the user is 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 3) 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting
Individual	You can also login using the login credentials of your demat account through your
Shareholders	Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding	Successful login, you will be able to see e-Voting option. Once you click on e-Voting
securities in	option, you will be redirected to NSDL/CDSL Depository site after successful
demat mode)	authentication, wherein you can see e-Voting feature. Click on company name or e-
login through	Voting service provider name and you will be redirected to e-Voting service
their	provider website for casting your vote during the remote e-Voting period or joining
Depository	virtual meeting & voting during the meeting.
Participants
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. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		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 2109911
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

(iv) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

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

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

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

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

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

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

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

For Shareholders holding shares in Demat Form other than individual and Physical Form

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

	 Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(v).

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

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

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

• (viii) Click on the EVSN for the relevant M. P. Agro Industries Limited on which you choose to vote.

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

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

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

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

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

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

• (xv) Facility for Non – Individual Shareholders and Custodians –Remote Voting

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

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

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

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; mpagroindustries@gmail.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

1. For Physical shareholders- Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

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

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2109911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 2109911

Contact Details:

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Company M. P. Agro industries limited
CIN: L24123GJ1975SGC106981
Reg. Office:
924, 9th Floor Fortune Tower,
Sayajigunj, Vadodara - 390020
Telephone: +0265-3152583,
E-mail: mpagroindustries@gmail.com
Website: www.mpagroindustries.in
Registrar and Transfer Agent MUFG Intime India Private Limited
(formerly known as : Link Intime India Pvt Ltd)
Address: “Geetakunj”
1, Bhakti Nagar Society,
Behind ABS Tower,
Old Padra Road, Vadodara – 390 015
Tel. No.: 0265 – 3566768
Email Id: Investor.helpdesk@in.mpms.mufg.com
e-voting Agency Central Depository Services (India) Limited
Email: helpdesk.evoting@cdslindia.com
Toll Free: 1800 21 09911
Phone: 022-23058738, 022-23058543
Scrutinizer Mr. J. J. Gandhi , Proprietor of M/s. J. J. Gandhi & Co.,
Practicing Company Secretaries,
Email: jjgandhics@gmail.com
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Explanatory Statement

ANNEXURE TO NOTICE

Pursuant to Section 102 of the Companies Act, 2013

In terms of the provisions of Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard on General Meetings (“SS-2”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the following statement sets out the material facts relating to Agenda item as set out in this Notice.

Item No 1:

Mrs. Aarti Jadhav (DIN: 07158600) was appointed as Independent Director of the Company, pursuant to approval of the shareholders under the provisions of the Act at the AGM held on September 27, 2021. The amendment to the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) which are in line with the Act provides two terms for all Independent Directors.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on January 19, 2026, re-appointed Mrs. Aarti Jadhav as an Independent Director for a second term of 5 years up to February 10, 2031.

Pursuant to the provisions of Section 161 of the Act, Mrs. Aarti Jadhav will hold office upto the date of ensuing Annual General Meeting. Therefore, the approval of shareholders is being sought for the appointment of Mrs. Aarti Jadhav, as an Independent Director, through this Postal Ballot by way of Special Resolutions.

As per the provisions of Section 13 and 14 of the Companies Act, 2013, approval of the shareholders is required for re-appointment of Independent Director by way of passing a Special Resolution. Therefore, the Board recommends the resolution as set out at Item No. 1 of this notice for your approval as a special resolution.

Brief Profile of Mrs. Aarti Jadhav

Mrs. Arati Jadhav has obtained a graduate degree in commerce. She joined the Board of Directors as Independent Director of the Company on February 11, 2021 in terms of section 149 and other applicable provisions of the Act, Mrs. Arati Jadhav was appointed as an Additional Director.

The Board is of the opinion that Mrs. Arati Jadhav fulfills the conditions specified in the Act and the Rules made there under to be eligible to be appointed as an Independent Director of the Company pursuant to the provisions of section 149 of the Act and relevant provisions of SEBI Listing Regulations.

The Board is also of the opinion that Mrs. Arati Jadhav is independent of the management of the Company and her association would be of immense benefit to the Company and hence, it is recommended to avail the services of Mrs. Arati Jadhav as an Independent Director of the Company.

A copy of the draft letter of appointment of Mrs. Arati Jadhav as an Independent Director setting out the terms and conditions will be available for inspection without any fees at the registered office of the Company on all the working days, except Saturdays, Sundays and public holidays, between 11:00 a.m. and 1:00 p.m. upto the date of the AGM.

Except Mrs. Arati Jadhav, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, in the resolution set out herewith.

Place: Vadodara Date: 19.01.2026

By Order of the Board, Sd/Ishita Kapure Company Secretary