NACL Industries Limited — Proxy Solicitation & Information Statement 2024

Oct 4, 2024

NACL Industries Limited NAGARJIGNA

Ref: NACL/SE/2024-25 October 04, 2024

Phiroze Jeejeebhoy Towers, Exchange Plaza, 5t Floor, Company Code: 524709 Symbol: NACLIND

BSE Limited National Stock Exchange of India Ltd Dalal Street, Fort, Plot No.C/1 G Block, Bandra- Kurla Mumbai - 400001 Complex, Bandra, Mumbai — 400051

Dear Sir/Madam,

Sub: Notice of Postal Ballot.

Ref: Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- reg.

Pursuant to Regulation 30 read with Schedule Il of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice dated October 03, 2024, along with the Explanatory Statement. The notice is being sent to those shareholders, who hold equity shares of the Company as on the cut off date i.e. Friday, September 27, 2024 on their registered email id with the Depositories/Depository Participant(s)/Company for seeking their approval for the re-appointment of Mr. Ramkrishna Mudholkar (DIN- 00012850) as a Non-Executive and Independent Director of the Company by way of a Special Resolution.

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility to its members. The remote e-voting period shall commence on Saturday, October 05, 2024 at 09.00 a.m. (IST) and end on Sunday, November 03, 2024 at 5.00 p.m. (IST).

Regd. Ofiice: Plot No. 12-A, 'C' Block, Lakshmi Towers, No. 8-2-248/1/7/78, Nagarjuna Hills, Panjagutia, Hyderabad - 500082, Telangana, INDIA Responsible Care® @ +91-40-24405100, @ +91-40-23356062, © Info@naclind.com @ www.naclind.com CIN: L24219TG1986PLCO16607 OUR COMMITHENT TO SUSTAINABILTY

NACL Industries Limited Continuation Sheet...

This Postal Ballot Notice will also be available on the Company's website at www.naclind.com and on the website of CDSL at www.evotingindia.com.

You are requested to take the same on records.

Thanking you

for NACL Industries Limited

@M..um ' -

Subudhi Satish Kumar

Digitally signed by Subudhi Satish Kumar Date: 2024.10.04 18:47:22 +05'30'

Satish Kumar Subudhi

Vice President-Legal & Company Secretary Encl: As above.

Registered Office: Plot No.12-A, "C" Block, Lakshmi Towers, No.8-2-248/1/7/78, Nagarjuna Hills, Panjagutta, Hyderabad-500082, Telangana State, India Phone: 040-24405100; e-mail: investors@naclind.com; Website: www.naclind.com

NOTICE OF POSTAL BALLOT

NOTICE is hereby given to the Members of M/s. NACL Industries Limited ('the Company'), pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the 'Rules), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ('MCA') for holding general meetings / conducting the process of postal ballot through remote e-voting vide General Circular Nos. 14/2020 dated April 08, 2020; 17/2020 dated April 13, 2020; 22/2020 dated June 15, 2020; 33/2020 dated September 28, 2020; 39/2020 dated December 31, 2020; 10/2021 dated June 23, 2021; 20/2021 dated December 08, 2021; 3/2022 dated May 5, 2022; 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 including any other circular issued in this regard (relevant Circulars'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Secretarial Standard - 2 issued by the Institute of Company Secretaries of India (ICSI') and other applicable laws and regulations, if any, that the Special Resolution as set out in this Postal Ballot Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only (Temote e-voting).

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by e-voting not later than 5.00 p-m. (IST) on Sunday, November 03, 2024. The e-voting facility will be disabled by CDSL immediately thereafter.

An Explanatory Statement, pursuant to Sections 102(1), 110 of the Act and the relevant information required under Regulation 36 of the SEBI Listing Regulations setting out all material facts relating to the resolution mentioned in this Notice of Postal Ballot is annexed hereto.

Special Business:

Item No.l

Re-appointment of Mr.Ramkrishna Mudholkar (DIN- 00012850) as a Non-Executive and Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 ('the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and approval of Board of Directors and in accordance with the provisions of Articles of Association of the Company, Mr.Ramkrishna Mudholkar (DIN- 00012850), whose tenure is going to expire on November 03, 2024, and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of Director be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from November 04, 2024 till November 03, 2029.

"RESOLVED further that the Board of Directors of the Company including Committee thereof as authorised by the Board, be and is hereby authorised to do all such acts, deeds and things and as may be necessary, proper, expedient, desirable, incidental and consequential thereto and settle any question or difficulty that may arise, for the purpose of giving effect to this resolution, without being required to seek any further consent or approval of the members of the Company which shall be deemed to be given hereof."

By order of the Board For NACL Industries Limited

sd/-

Date: October 03, 2024 Satish Kumar Subudhi Place: Hyderabad Vice President — Legal & Company Secretary (FCS-9085)

Notes:

• 1) The Explanatory Statement, pursuant to Sections 102(1) and 110 of the Companies Act, 2013 ('the Act'), is annexed hereto. The relevant details of the person seeking re-appointment as a director, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") are also annexed to the Notice.
• 2) This Postal Ballot Notice is being sent to the members whose names appear on the Register of Members / list of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and whose email address is registered with the Company/RTA/Depository Participant(s), as on Friday, September 27, 2024 ("Cut-off Date"). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.
• 3) Members may note that the Notice of the Postal Ballot will also be available on the Company's website www.naclind.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL https:/ /www.evotingindia.com.
• 4) The Board of Directors of the Company has appointed Mr.S.Srikanth, Partner (M.No. A22119), representing M/s. B S S & Associates, Company Secretaries, as Scrutinizer to conduct the postal ballot evoting process in a fair and transparent manner.
• 5) The voting shall commence on Saturday, October 05, 2024, at 09:00 a.m. (IST) and shall end on Sunday, November 03, 2024, at 5:00 p.m. (IST). During this period, Members of the Company holding shares 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 CDSL for voting thereafter. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.
• 6) The voting rights of the Members shall be in proportion to their shares held in the paid-up equity share capital of the Company as on the Cut-Off Date.
• 7) The Scrutinizer, after scrutinizing the votes cast at the postal ballot voting process through e-voting, will, not later than two working days from the conclusion of the e-voting, make a Scrutinizer's report and submit the same to the Chairperson or a person authorized by her in writing. The results declared along with the Scrutinizer's Report shall be placed on the website of the Company www.naclind.com and on the website of CDSL. The results shall be simultaneously communicated to the Stock Exchanges.
• 8) The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., Sunday, November 03, 2024. Further, Resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members. The Special Resolution shall be declared as passed when votes cast in favor are not less than three times the number of votes, if any, cast against the Resolution by members, so entitled and voted.
• The vote in this Postal Ballot cannot be exercised through proxy.
• 9) 10) The Company has engaged the services of M/s. Central Depository Services (India) Limited (CDSL) as the Agency to provide e-voting facility.

11) Instructions about Voting:

In compliance with Regulation 44 of the SEBI Listing Regulations and Section 108 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant Circulars, the Company is pleased to provide facility of remote e-voting to enable its Members to cast their votes electronically in respect of the Resolution as set out in this Postal Ballot Notice.

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. a) Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders

Type of shareholders		Login Method
Shareholders 1) Individual		CDSL who Easi/Easiest Users opted have can login facility, for
holding securities in		made through and password. Option will be existing user their id
CDSL Demat mode with		available to reach e-Voting page without any further authentication.
Depository		URL Easi/Easiest The wusers login are for to to
		https:/ /web.cdslindia.com/myeasi/home/login visit or
		www.cdslindia.com and click on Login icon and select New System
		Myeasi Tab.
	2)	After successful login the Easi/ Easiest user will be able to see the
		companies where e-Voting option e-voting eligible the for in is
		provided by company. progress information On clicking as per the
		the e-voting option, the user will be able to see e-Voting page of the e
		Voting casting your vote during the remote provider service for e
		Voting period. Additionally, there is also links provided to access the
		system e-Voting Providers Service all ie. of
		CDSL/NSDL/KARVY /LINKINTIME, so that the user can visit the e
		Voting service providers' website directly.
	3)	Easi/Easiest, user registered option not register If the for to is is
		available at /web.cdslindia.com/myeasi/Registration
	4)	/EasiRegistration https:/ Alternatively, the user can directly access e-Voting page by providing
		Demat Account Number and PAN No. from a e-Voting link available
		www.cdslindia.com home page on click on or
		https:/ /evoting.cdslindia.com /Evoting/EvotingLogin. 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.
Shareholders 1) Individual		If you are already registered for NSDL IDeAS facility, please visit the
holding securities in		NSDL. Open browser website web e-Services typing by the of
NSDL mode demat with		https://eservices.nsdl.com URL: Personal following either on a
Depository		Computer home Once of e-Services mobile. page on the or a is
		launched, click on the "Beneficial Owner" icon under "Login" which is available under IDeAS' section. A new screen will open. You will have
		to enter your User ID and Password. After successful authentication,
		you will be able to see e-Voting services. Click on "Access to e-Voting"
		under e-Voting services and you will be e-Voting page. able to see
		Click on company name or e-Voting service provider name and you
		e-Voting provider website re-directed casting service will be for to
		your vote during the remote e-Voting period.
	2)	If the user is not registered for IDeAS e-Services, option to register is
		available at https://eservices.nsdl.com. Select "Register Online for
		IDeAS Portal click or at
		https:/ /eservices.nsdl.com/SecureWeb /IdeasDirectReg.jsp
	3)	Visit the e-Voting website of NSDL. Open web browser by typing the
		https://www.evoting.nsdl.com/ following URL: either on a Personal
		Computer or on a mobile. Once the home page of e-Voting system is
		which under launched, "Login" available on icon click the is
		'Shareholder /Member' section. A new screen will open. You will have

	to enter your User ID (i.e. your sixteen digit demat account number
	Password/OTP and a Verification Code as shown hold with NSDL),
	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 service provider name e-Voting and you will be or
	redirected to e-Voting service provider website for casting your vote
	during the remote e-Voting period.
Individual Shareholders	of your demat You can account login using credentials also login the
(holding securities in	through your Depository Participant registered with NSDL/CDSL for e
demat mode) login	Voting facility. After Successful login, you will to see e-Voting able be
through their	Once you e-Voting you redirected option. option, click on will be to
Depository Participants	NSDL/CDSL Depository wherein successful authentication, after site
(DP)	you can see e-Voting feature. Click on company name or e-Voting service
	name provider and you will be redirected to e-Voting service provider
	website for casting your vote during the remote e-Voting period.

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

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
Shareholders Individual	holding Members facing any technical issue in login can contact CDSL
Demat mode securities in	with helpdesk sending request by at a
CDSL	helpdesk.evoting@cdslindia.com_or call at toll free no. 1800 22
	5533
~Shareholders Individual holding	Members facing any technical issue in login can contact NSDL
Demat mode securities with in	helpdesk by sending a request at evoting@nsdl.co.in or call at
NSDL	toll free no.: 1800 1020 990 and 1800 22 44 30

• b) Information and Instructions for e-voting by Shareholders other than individuals holding shares of the Company in demat mode and all Shareholders holding shares of the Company in physical mode:
• (i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.
  • 2) Click on "Shareholders" module.
  • 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 4) Next enter the Image Verification as displayed and Click on Login.
  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
  • 6) Ifyou are a first-time user follow the steps given below:

	shareholders shareholders Physical than individual and other For
	holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
	(Applicable for both demat shareholders as well as physical shareholders)
	Shareholders who updated PAN have with not their the e
	Company/Depository sequence requested Participant use are the to
	number sent by Company/RTA or contact Company/RTA.
Bank Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Details	as recorded in your demat account or in the company records in order to

OR	Date	of login.
	Birth (DOB)	the depository or company, the details are not recorded with If both e
		please enter the member id / folio number in the Dividend Bank details field.

• (i) After entering these details appropriately, click on "SUBMIT" tab.
• (iii) 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.
• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• ) Click on the relevant EVSN for 'NACL Industries Limited' on which you choose to vote.
• vi) 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.
• (vid) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (viii) 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.
• (ix) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• ) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xi) 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.
• (i) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

c) Additional Facility for Non - Individual Shareholders and Custodians -For Remote Voting only.

• 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 emailed to helpdesk evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor 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 mandatory 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; investors@naclind.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
• d) 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.
• 1. For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP).
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.

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 22 55 33.

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, 25t Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

Annexure to the Notice The Explanatory Statement as required under Section 102 of the Companies Act, 2013

Item No. 1:

Mr. Ramkrishna Mudholkar is currently serving as an Independent Director of the Company, appointed by the shareholders at the 334 Annual General Meeting (AGM) held on September 28, 2020, to hold office for a period of five years, with effect from November 04, 2019. His tenure as an Independent Director will conclude on November 03, 2024. He is now eligible for re-appointment for a second term on the Board as an Independent Director.

Based on his performance evaluation, the recommendations of the Nomination and Remuneration Committee (NRC), and considering his background, expertise, and contributions, the Board of Directors is of the opinion that Mr. Ramkrishna Mudholkar's continued association will significantly benefit the Company. It is therefore proposed to reappoint him for a second term. In accordance with Section 149 and other relevant provisions of the Companies Act, 2013 ('Act), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations"), and based on NRC's recommendations, the Board of Directors, in its meeting held on October 03, 2024, approved the re-appointment of Mr. Ramkrishna Mudholkar as an Independent Director, not liable to retire by rotation, for a second term of five consecutive years commencing from November 04, 2024, and recommended the same to the shareholders for approval.

The Company has received consent from Mr. Ramkrishna Mudholkar for his proposed appointment as an Independent Director in terms of Section 152 of the Companies Act, 2013 and confirmation that he is neither disqualified in terms of Section 164 of the Act from being appointed as a Director nor debarred from holding office of Director by virtue of any SEBI order or any other such authorities as per circulars dated June 20, 2018, issued by BSE Limited (BSE') and the National Stock Exchange of India Limited (NSE').

Further, Mr. Ramkrishna Mudholkar has given a declaration that he meets the criteria of independence provided under the Act and the Listing Regulations and that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties as an Independent Director of the Company.

The Company has received a notice from a Member proposing Mr. Ramkrishna Mudholkar candidature for the office of Director, in terms of Section 160(1) of the Act. Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, approval of shareholders for appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Further in terms of Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of an Independent Director shall be subject to the approval of shareholders by way of a special resolution. Accordingly, the appointment of Mr. Ramkrishna Mudholkar requires the approval of the members by way of a special resolution through postal ballot.

The Board also confirms that Mr. Ramkrishna Mudholkar is independent of the management of the Company. His brief resume, along with his expertise, directorships, and committee memberships/chairmanships, as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), is enclosed as an annexure to this notice.

The Board recommends the Special Resolution under Item No. 1 of the Postal Ballot Notice for approval by the members.

Save and except Mr.Ramkrishna Mudholkar himself and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way concerned or interested financially or otherwise, in the resolution set out at the Item No. 1 of the Postal Ballot Notice.

By order of the Board For NACL Industries Limited sd/- Date: October 03, 2024 Satish Kumar Subudhi Place: Hyderabad Vice President — Legal & Company Secretary (FCS-9085)

ANNEXURE -1

Details of Director seeking Re-appointment

(Pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards - 2 on General Meeting)

Resolution No.	1
Name of the Director	Mr.Ramkrishna Mudholkar
Directors Identification Number (DIN)	00012850
Age	65 years
Date of first appointment on the Board	November 04, 2019
Qualifications including experience and	B.Sc., Agriculture, MBA (IIM-A) Mr.Ramkrishna Mudholkar comes with
Brief Profile nature expertise specified of in	rich corporate
functional areas.	professional with around experience and astute an is
	business experience years senior 35 rich of in
	leadership Agriculture industry Input roles the in
	Agrochemicals, Seeds and Biostimulants. including
	Mr Mudholkar worked for reputed MNCs DuPont and
	DuPont many AgrEvo. leadership had roles he In
	Business including and head Director crop for
	business South products Asia.He protection also for
	DuPont headquarters Delaware, spent years in in 3
	USA worked new international and projects on of
	commercializations.
	Mr Mudholkar assumed of President later the role of
	DuPont South Asia and was deeply involved in seeing ,
	DuPont-Dow subsequent through merger and de
	merger into three independent companies in India.
	associated was 'AgrEvo with He India also Ltd.
	(formerly Hoechst Schering Agr-Evo Ltd.)" for about 11
	and years senior taking Sales, care level of at a
	Marketing, and Business Development.
	Mr Mudholkar was an active Ag input industry leader
	and was the chairman of Crop Life India Assiciation for
	chairman of AMCHAM's He was Food & years. also 3
	chairman committee Agriculture and years for of 2
	FICCI subcommittee on Agrochrmicals for 2 years.
	Mr.Ramkrishna Mudholkar currently strategic is
	Mumbai; Advisor BioStadt Limited, India to
	Independent was advisor and investor start-ups, in
	NGOs Indgram Nomics advisor Talent Labs, India, to

	and Prayatna School of Excellence.
and required capabilities Skills the for manner which and the the role in	At a personal level Mr Mudholkar is passionate about girl child education and empowered women leadership. a mentor to spends corporate good time He senior as women leaders, young MBA women students and also mentors weaker supports and from section girls in their higher education. As provided in the explanatory statement.
director meets such requirements
Terms and conditions of re-appointment.	Re-appointment as an Independent Director for a period of 5 years commencing from November 4, 2024 to November 3, 2029 (both days inclusive). [Refer Item No. of the Notice 1 and Explanatory Statement].
remuneration sought Details be of to	remuneration approved and Fees other Sitting by the as
paid	Board of Directors.
of remuneration drawn Details (FY last	Sitting Fees: ¥ 1,25,000
2023-24)
of Board Meetings attended during No.	5
the year.
Relationship with other Directors,	Managerial any Directors Key Not related the of to or
Manager Managerial and other Key	Personnel of the Company.
Personnel of the company Company
Shareholding the as in 23.01.2024	on Nil
Companies which Nil other List of in
Directorship (excluding Foreign, Private
and Section 8 Companies).
which person from of Entities the List	Indigram Labs Foundation
has resigned in the past three years.
Chairperson/Member Mandatory of the	Nil
Committees Board Other of the of the
Companies on which he is a Director.

By order of the Board for NACL Industries Limited

sd/-

Date: October 03, 2024 Place: Hyderabad

Satish Kumar Subudhi Vice President — Legal & Company Secretary (FCS-9085)