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NEELKANTH LIMITED Proxy Solicitation & Information Statement 2025

Jun 9, 2025

63706_rns_2025-06-09_249a6e72-0707-4c20-8abd-6046f7bb3e29.pdf

Proxy Solicitation & Information Statement

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June 09, 2025

To, The Manager Department of Corporate Services, BSE Limited 25th Floor, P.J. Towers, Dalal Street, Fort Mumbai– 400 001

Sub.: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Scrip Code: 512565

Dear Sir/Madam,

In continuation to our letter dated June 02, 2025 and pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, the Company is in the process of conducting Postal Ballot (only by means of remote e-voting) for seeking approval of the members of the Company for sale/disposal of land of the Company pursuant to the provisions of section 180(1)(a) of the Companies Act, 2013 and Regulation 37A(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, by way of special resolution.

In compliance with the provisions of the Companies Act, 2013 read with Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”), relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Secretarial Standard-2 on General Meeting issued by the Institute of Company Secretaries of India (including any statutory modification(s), amendment(s) or re-enactment(s) thereof from time to time), the Notice of Postal Ballot is being dispatched to all the Members through electronic mode, whose e-mail addresses are registered with the Depository Participants/the Company/the Registrar and Share Transfer Agent of the Company (“MUFG Intime”) as on the cut-off date i.e. Friday, June 6, 2025. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice.

Accordingly, pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of Postal Ballot dated June 02, 2025.

The assent or dissent on the above resolution can be communicated by the members through remote e-voting process (‘e-voting’), within the following period:

**Commencement of e-voting: ** 9:00 a.m.(IST)on Tuesday, June 10,2025
**End of e-voting: ** 5:00p.m.(IST)on Wednesday, July9,2025

The Company has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide remote e-voting facility.

The Notice is also hosted on the Company’s website at www.rtexports.com in the investors section and on the website of National Securities Depository Limited (NSDL) at www.evoting.nsdl.com.

Please take the same on your record and oblige.

Thanking you,

Yours faithfully, For Neelkanth Limited Yogesh Thakersey Dawda Digitally signed by Yogesh Thakersey Dawda DN: c=IN, o=Personal, title=4002, pseudonym=X3SD2rluls6gw80CdDs8Wf0Qic91LFG2, 2.5.4.20=80e0ef8f58502539929aebe23dc2e2ddf37c10d602970ae89cf3e900408753fe, postalCode=400086, st=Maharashtra, serialNumber=06622f9e3712a8b02d765e0c5f17bd48585218424198394defc28001d202a01b, cn=Yogesh Thakersey Dawda Date: 2025.06.09 17:04:13 +05'30'

Yogesh Thakersey Dawda Chairman & Wholetime Director DIN: 01767642

Encl: A/a

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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POSTAL BALLOT NOTICE

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

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘ Act’ ) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules’ ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’) and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘ SS-2’ ), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings/conducting postal ballot process through e-Voting vide General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as ‘ MCA Circulars’ ), to transact the special business as set out hereunder by passing Special Resolution, by way of postal ballot only, by voting through electronic means (‘ remote e-Voting ’).

Pursuant to Section 102(1) read with Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts and the reasons/rationale thereof (‘ Statement’ ) is annexed to this Postal Ballot Notice (‘ Notice’ ) for your consideration and forms an integral part of this Notice.

In compliance with the MCA Circulars, Neelkanth Limited (‘the Company’) is sending this Notice ONLY in electronic form to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/Depositories. Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is 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 remote e-Voting system. The detailed procedure for remote e-Voting forms part of the ‘Notes’ section to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘ NSDL’ ) for the purpose of providing remote e-Voting facility to its members. The instructions for remote e-Voting are appended to this Notice. The Notice is also available on the website of the Company at: www.rtexports.com.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting: 9:00 a.m. (IST) on Tuesday,
June 10, 2025
End of e-voting: 5:00 p.m. (IST) on Wednesday,
July9, 2025

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

SPECIAL BUSINESS

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ITEM NO. 1

Approval for sale/disposal of land of the Company pursuant to the provisions of section 180(1)(a) of the Companies Act, 2013 and Regulation 37A(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

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

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, and Regulation 37A(1) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Memorandum and Articles of Association of the Company and subject to such other approvals, consents and permissions obtained/to be obtained from the appropriate third parties including concerned statutory authorities and subject to such terms and conditions as may be imposed by them, and which may be agreed to by the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee which the Board may constitute for this purpose), to sell, transfer, convey, assign or otherwise dispose of all the piece and parcel of land bearing Khevat No.395 min. Khata no. 539 and Kile no. 51/2/1/2 and 51/3/1/1/2 for area admeasuring 2 Kanal and 12 Marle situated at Narela Road, Village Kundli, Dist. Sonepat in the State of Haryana - 131028 (hereinafter referred to as “the said property”) to T Bhimjyani Warehousing Cold Chain Private Ltd, for a total consideration of about Rs. 2,05,00,000/- (Rupees Two Crore Five Lacs only) and on such terms and conditions as mutually agreed upon by the Company with the Buyer.

RESOLVED FURTHER THAT Mr. Yogesh Dawda, Wholetime Director of the Company and/or Mrs. Asha Dawda, Director of the Company be and are hereby authorized to do such further acts, deeds and things as may be necessary including modifying, finalizing the terms and conditions and executing and registering all such agreements, undertakings, contracts, deeds including sale deed, deed of conveyance and other documents on behalf of the Company, file applications and make representation in respect thereof and seek approval from statutory/administrative authorities, financial institutions/banks etc., in this regard as may be applicable and deal with any matters, take necessary steps in this matter as the Board may in its absolute discretion deem necessary, desirable and expedient to give effect to this resolution and to settle any question/difficulty that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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“RESOLVED FURTHER THAT Mr. Yogesh Dawda, Wholetime Director of the Company and/or Mrs. Asha Dawda, Director of the Company be and are hereby authorized to delegate all or any of the above powers to any authorized person and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this Resolution.”

By Order of the Board of Directors of Neelkanth Limited

SD/Yogesh Thakarsey Dawda Chairman & Wholetime Director DIN: 01767642

Place: Mumbai Date: June 2, 2025

Registered Office: 508, Dalamal House, J. B. Road, Nariman Point, Mumbai – 400 021, Maharashtra, India. CIN: L68100MH1980PLC022582 Email: [email protected] Website: rtexports.com

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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Notes:

  1. The Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 (‘ Act’ ) read with Section 110 of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘ Rules’ ), each as amended, setting out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms an integral part of this Notice.

  2. In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members, whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories/MUFG Intime India Private Limited, the Company’s Registrars and Transfer Agent (‘RTA’), as on Friday, June 6, 2025 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants and who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

  3. Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-Voting. A person who is not a member as on the Cut-Off Date should treat this Notice for information purposes only.

It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories/Depository Participants) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

  1. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-Voting is mentioned in note no. 14 of this Notice.

  2. The remote e-Voting shall commence on Tuesday, June 10, 2025, at 9:00 a.m. (IST) and shall end on Wednesday, July 9, 2025, 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(s) electronically. The remote e-Voting module shall be disabled by NSDL for voting thereafter.

  3. The Board of Directors of the Company has appointed Mr. Hemanshu Upadhyay (Membership No. ACS- 46800, CP No. 20259 of M/s. HRU & Associates, Practising Company Secretaries, as the Scrutinizer to scrutinize the postal ballot process in fair and transparent manner. The Scrutinizer has consented to act as Scrutinizer for this postal ballot.

  4. The Scrutinizer will submit his consolidated report to the Chairman, or any other person authorised by him, after scrutiny of the votes cast, on the result of the postal ballot through remote e-Voting within two working days from the conclusion of the postal ballot through remote e-Voting. The Scrutinizer’s decision on the validity of votes cast will be final.

  5. The result of the postal ballot declared along with the Scrutinizer’s Report (‘ Result’ ) shall be placed on the

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021

T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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Company’s website www.rtexports.com and on the website of NSDL www.evoting.nsdl.com immediately after the Result is declared by the Chairman or any other person so authorised by him, and the same shall be communicated to the Stock Exchange, i.e., BSE Limited (‘BSE’), where the equity shares of the Company are listed. The Result shall also be displayed on the notice board of the Company at its Registered Office at 508, Dalamal House, J. B. Road, Nariman Point, Mumbai – 400 021.

  1. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-Voting i.e., Wednesday, July 9, 2025 .

  2. Members may download the Notice from the website of the Company at www.rtexports.com or the website of NSDL at www.evoting.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com.

  3. The vote in this Postal Ballot cannot be exercised through proxy.

12. Members desirous of inspecting the documents referred to in the Notice (read with the Statement) may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID between the period Tuesday, June 10, 2025 to Wednesday, July 9, 2025.

  1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e- mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.rtexports.com) duly filled and signed along with requisite supporting documents to MUFG Intime India Private Limited at C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai - 400 083.

14. Process to cast votes through remote e-Voting:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two 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 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.

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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

Login method for Individual shareholders holding securities in demat mode is given below: Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual
Shareholders
holding
securities
in
demat mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.j
sp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN
No., Verification code and generate OTP. Enter the OTP received on
registered email id/mobile number and click on login. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you will
be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a
mobile. On the e-Services home page click on the “Beneficial
Owner”icon under“Login”which is available under‘IDeAS’
section , this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see e-
Voting services under Value added services. Click on“Access to e-
Voting”under e-Voting services and you will be able to see e-Voting
page. Click on company name ore-Voting service provider i.e.
NSDLand you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
3. If you are not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com.Select“Register Online for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing
the following URL:https://www.evoting.nsdl.com/either on a
Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You
will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code
as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name ore-Voting service provider i.e.
NSDLand you will be redirected to e-Voting website of NSDL for
casting your vote duringthe remote e-Voting period.

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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  1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

  3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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Individual Shareholders You can also login using the login credentials of your demat account (holding securities in through your Depository Participant registered with NSDL/CDSL for demat mode) login e-Voting facility. upon logging in, you will be able to see e-Voting through their depository option. Click on e-Voting option, you will be redirected to participants NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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

B) Login Method for e-Voting 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 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582

Website: www.rtexports.com

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‘Shareholder/Member’ section.

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

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit
Client ID
For example if your DP ID is IN300 and
Client ID is 12
then your user ID is
IN300
12**.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001 and
EVEN
is
134018
then
user
ID
is
134018001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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  - (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**
  1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  4. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

  8. After you click on the “Login” button, Home page of e-Voting will open.

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

  4. Cast your vote by selecting 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 message “Vote cast successfully” will be displayed.

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

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

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to hemanshu.upadhyay14@gmail with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to (Sagar S. Gudhate) at [email protected]

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide 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 [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular 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 required to update their -

mobile number and email ID correctly in their demat account in order to access e Voting facility.

By Order of the Board of Directors of Neelkanth Limited

SD/-

Yogesh Thakarsey Dawda Chairman & Wholetime Director DIN: 01767642

Place: Mumbai Date: June 2, 2025

Registered Office:

508, Dalamal House, J. B. Road, Nariman Point, Mumbai – 400 021, Maharashtra, India.

CIN: L68100MH1980PLC022582 Email: [email protected] Website: rtexports.com

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the proposed Resolution mentioned in the accompanying Notice.

The land bearing Khevat No.395 min. Khata no. 539 and Kile no. 51/2/1/2 and 51/3/1/1/2 for area admeasuring 2 Kanal and 12 Marle situated at Narela Road, Village Kundli, Dist. Sonepat in the State of Haryana - 131028 (“the said Property”) has been lying idle for an extended period with no foreseeable business use.

In light of the company's ongoing efforts to streamline operations and optimize its assets, the decision to sell the property has been proposed. The sale would generate liquidity, which could be reinvested into areas of the business that are more aligned with the company’s growth targets.

Additionally, the current market conditions offer a favourable opportunity for disposing of this property at a competitive value, ensuring the company capitalizes on the full potential of the property.

The Board of Directors of the Company (the "Board"), in its meeting held on June 2, 2025, has, subject to the approval of members of the Company by a special resolution, approved to sell, transfer, convey, assign or otherwise dispose of the said property to T Bhimjyani Warehousing Cold Chain Private Ltd for a total consideration of about Rs. 2,05,00,000/- (Rupees Two Crore Five Lacs only) and on such terms and conditions as mutually agreed upon by the Company with the Buyer.

The sale of the said property will not have any impact on the Company’s existing business activities and sale will be done on such terms and conditions as appropriate and suitable in the best interest of the Company. The net proceeds from the sale of the said Land will be utilized to enhance working capital of the Company, for general business purpose/ business requirements, reinvested into areas of the business that are more aligned with the Company’s growth rate, etc.

The above shall be considered as disclosure regarding the object of and commercial rationale for carrying out the sale or otherwise disposal of the said property and the use of proceeds arising therefrom, in terms of Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Members may note that in pursuance of Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the special resolution set out in Item No.1 shall be acted upon only if the votes cast by the public shareholders in favour of the resolution exceed the votes cast by public shareholders against the resolution. No public shareholder shall vote on the resolution if he is a party, directly or indirectly, to such sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of the listed entity.

Section 180(1)(a) of the Companies Act, 2013 (‘the Act’) provides that the Board of Directors of a Company shall not except with the consent of the Members by way of a special resolution through postal ballot, sell, lease, transfer, assign or otherwise dispose of the whole, or substantially the whole, of the undertaking of the Company.

The Board recommends passing of the Special Resolution set out in this Postal Ballot Notice for the approval of the members.

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com

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The Special Resolution proposed to be passed by the Members shall be deemed to be a confirmation, authorization and approval by the Members in terms of applicable provisions of the Companies Act, 2013, read with rules made thereunder.

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, financial or otherwise, in this resolution.

By Order of the Board of Directors of Neelkanth Limited

SD/-

Yogesh Thakarsey Dawda Chairman & Wholetime Director DIN: 01767642

Place: Mumbai Date: June 2, 2025

Registered Office: 508, Dalamal House, J. B. Road, Nariman Point, Mumbai – 400 021, Maharashtra, India. CIN: L68100MH1980PLC022582 Email: [email protected] Website: rtexports.com

NEELKANTH LIMITED

(Formerly known as R T EXPORTS LIMITED)

508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021 T: 022-22812000 Email: [email protected] CIN: L68100MH1980PLC022582 Website: www.rtexports.com