Oricon Enterprises Ltd. — Proxy Solicitation & Information Statement 2026

Mar 9, 2026

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Date: March 09, 2026

To,

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, 5th Floor, Exchange Plaza, Mumbai – 400001 Bandra (East), Mumbai – 400051 Scrip Code: 513121 NSE Symbol: ORICONENT

Sub: Postal Ballot Notice – Disclosure under Regulations 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI LODR”)

Dear Sir/Madam,

In terms of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements), 2015, We are enclosing herewith a copy of Postal Ballot Notice dated January 27, 2026 as sent to the Members of the Company to seek approval by way of resolution(s) through voting by electronic means only (e-voting/remote e-voting) for the following special business(s).

Sr. No.	SPECIAL BUSINESS
1.	To appoint Mr. Ramkishore Singhi (DIN: 01749266) as an Independent Director of the Company for aperiod of 5(five) years.
2.	**To appoint Mr. Bal Mukand Gaggar(DIN:02324428) as Director of the Company. **
3.	To appoint Mr. Prashant Mantri(DIN: 02160348) as Director of the Company
4.	To appoint Mr. Bal Mukand Gaggar (DIN: 02324428) as a Joint Managing Director cum Chief financial officer of the Company for aperiod of 5(five) years.
5.	To appoint Mr. Prashant Mantri (DIN: 02160348) as an Executive Director of the Company for aperiod of 5(five) years.
6.	To approve increase in the limit of Loan and Investment under Section 186 of Companies Act, 2013.

The voting period will commence from Thursday, March 12, 2026 IST at 9.00 a.m. and will end on Saturday, April 11, 2026, IST at 5.00 p.m.

The Notice is also being made available at the website of the Company at www.oriconenterprises.com and on the website of NSDL at www.evoting.nsdl.com

We hope you will find it in order and requested to kindly take the same on records. Thanking you,

Yours faithfully,

For Oricon Enterprises Limited,

Sanjay Jain

Digitally signed by Sanjay Jain DN: c=IN, o=Personal, pseudonym=log51zehrqa8vw0dc4pnxksf69jmiy7t, 2.5.4.20=05a4e1c8c29b4685110322ec127f146d3f60bd4 12e5beea258e5e0268ee1d145, postalCode=400053, st=Maharashtra, serialNumber=d01e8b73f225108186f3e79923a3b855f0 daab3ba3f0c0cf68711d926a49fd32, cn=Sanjay Jain

Sanjay Jain Company Secretary & Compliance Officer

Regd. Office: 1076, Dr. E. Moses Road, P. B. No. 6584, Worli, Mumbai - 400018. Fax: +91-22 24963055 Phone: +91 - 22- 2496 4656 - 58, 4366 2200 E-mail: oclcont@ocl-india.com website: www.oriconenterprises.com CIN: L28100MH1968PLC014156

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CIN: L28100MH1968PLC014156

Regd. Off.: 1076, Dr. E. Moses Road, Worli, Mumbai – 400018 Email – share@ocl-india.com Website – www.oriconenterprises.com Tel No.: +91-22-43662200

POSTAL BALLOT NOTICE

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

E-VOTING STARTS ON	E-VOTING ENDS ON
Thursday, March 12, 2026 at 09:00 a.m. (IST)	Saturday, April 11, 2026 at 05:00 p.m. (IST)

Dear Member(s),

Notice is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) including any statutory modifications or re-enactments thereof for the time being in force and other applicable provisions of the Act, 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”), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and various subsequent circulars read with General Circular No. 09/2024 dated September 19, 2024 and General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) that the item of special business set out in the Notice annexed hereto are proposed to be transacted by passing Ordinary and Special Resolution(s) through Postal Ballot which, as per MCA Circular shall mean voting only through electronic means (‘remote e-voting’) .

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice (“Notice”) is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The communication of assent or dissent of the Members would take place only through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e- voting facility to its members. Further, pursuant to Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, all the shareholders holding shares in demat mode, may cast their vote through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / DPs. Members are required to communicate their assent or dissent only through the remote e-voting facility.

The detailed procedure and instructions for remote e-voting are provided in the notes and forms part of this Notice. An Explanatory Statement pursuant to Sections 102 and other applicable provisions if any of the Act, pertaining to the said Resolution(s) setting out the material facts and the reasons/ rationale thereof is annexed to this Notice.

Members desiring to exercise their vote through the remote e-voting facility arranged by the Company are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes not later than 5:00 p.m. (IST) on Saturday April 11, 2026.

The remote e-voting facility will be disabled by NSDL immediately thereafter and voting shall not be allowed beyond the said time and date.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company has appointed Miss. Mayuri Bharat Thakkar Practicing Company Secretary (COP No. 26189), as the Scrutinizer for conducting the Postal Ballot/ e-voting process in a fair and transparent manner.

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After completion of scrutiny of the votes cast by the remote e-voting facility, the Scrutinizer will submit her report to the Managing Director or any other person authorised by him. The results declared, along with the Scrutinizer Report, shall be announced by the Managing Director or such other person as authorised, within the stipulated timelines. The Scrutinizer decision on the validity of votes cast will be final.

The said results will be displayed on the website of the Company at www.oriconenterprises.com the website of NSDL at www.evoting.nsdl.com and shall also be communicated to the Stock Exchanges where the Company’s Equity Shares are listed viz. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) and be made available on their respective websites viz. at www.bseindia.com and www.nseindia.com The results shall also be displayed on the Notice Board at the Registered Office of the Company.

SPECIAL BUSINESS

1. To appoint Mr. Ramkishore Singhi (DIN: 01749266) as an Independent Director of the Company for a period of 5(five) years and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section(s) 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force), Mr. Ramkishore Singhi (DIN: 01749266) who was appointed as an Additional Director (Independent) by the Board of Directors in their meeting held on January 27, 2026, be and is hereby appointed as an Independent Director of the Company, for a period of five years i.e. w.e.f February 01, 2026 to January 31, 2031.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.

2. To appoint Mr. Bal Mukand Gaggar (DIN:02324428) as Director of the Company and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force), Mr. Bal Mukand Gaggar (DIN:02324428) who was appointed as an Additional Director by the Board of Directors in their meeting held on January 27, 2026, be and is hereby appointed as Director of the Company..

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.

3. To appoint Mr. Prashant Mantri (DIN: 02160348) as Director of the Company and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force), Mr. Prashant Mantri (DIN: 02160348) who was appointed as an Additional Director by the Board of Directors in their meeting held on January 27, 2026, be and is hereby appointed as Director of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.

4. To appoint Mr. Bal Mukand Gaggar (DIN: 02324428) as Joint Managing Director cum Chief financial officer of the Company for a period of 5(five) years and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

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“RESOLVED THAT pursuant to Section(s) 196, 197, 198, 200 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), if any, the Articles of Association of the Company, Nomination and Remuneration Policy of the Company and based on the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors of the Company (hereinafter referred to as ‘the Board” which term shall, unless repugnant to the context or meaning thereof, be deemed to include any Committee thereof), approval of the members of the Company be and is hereby accorded to appoint Mr. Bal Mukand Gaggar (DIN:02324428) as Joint Managing Director Cum Chief Financial Officer of the Company for a period of 5 (five) years with effect from February 01, 2026 to January 31, 2031 not liable to retire by rotation on the remuneration and other terms and conditions as set out in the explanatory statement annexed hereto forming part of this notice.

RESOLVED FURTHER THAT if in any financial year during his tenure as Joint Managing Director Cum Chief Financial Officer, the Company has no profit or its profits are inadequate, the Company shall pay remuneration as set out in the explanatory statement annexed hereto, forming part of this notice as minimum remuneration.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorized to revise the remuneration payable to Mr. Bal Mukand Gaggar (DIN: 02324428) as Joint Managing Director Cum Chief Financial Officer , from time to time within permissible limits laid down under applicable provisions and Schedule V of the Act without any further approval of the Members of the Company, but with such other approvals, sanctions, or permissions if any, required for such revision in the remuneration.

RESOLVED FURTHER THAT consent of Members of the Company be and is hereby also accorded for payment of remuneration, in excess of the limits prescribed under Regulation 17(6)(e) of LODR, to Mr. Bal Mukand Gaggar (DIN: 02324428) during his tenure as Joint Managing Director Cum Chief Financial Officer.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

5. To appoint Mr. Prashant Mantri (DIN: 02160348) as an Executive Director of the Company for a period of 5(five) years and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section(s) 196, 197, 198, 200 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), if any, the Articles of Association of the Company, Nomination and Remuneration Policy of the Company and based on the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors of the Company (hereinafter referred to as ‘the Board” which term shall, unless repugnant to the context or meaning thereof, be deemed to include any Committee thereof), approval of the members of the Company be and is hereby accorded to appoint Mr. Prashant Mantri (DIN: 02160348) as an Executive Director of the Company of the Company for a period of 5 (five) years with effect from February 01, 2026 to January 31, 2031 not liable to retire by rotation on the remuneration and other terms and conditions as set out in the explanatory statement annexed hereto forming part of this notice.

RESOLVED FURTHER THAT if in any financial year during his tenure as an Executive Director, the Company has no profit or its profits are inadequate, the Company shall pay remuneration as set out in the explanatory statement annexed hereto, forming part of this notice as minimum remuneration.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorized to revise the remuneration payable to Mr. Prashant Mantri (DIN: 02160348) as an Executive Director , from time to time within permissible limits laid down under applicable provisions and Schedule V of the Act without any further approval of the Members of the Company, but with such other approvals, sanctions, or permissions if any, required for such revision in the remuneration.

RESOLVED FURTHER THAT consent of Members of the Company be and is hereby also accorded for payment of remuneration, in excess of the limits prescribed under Regulation 17(6)(e) of LODR, to Mr. Prashant Mantri (DIN: 02160348) during his tenure as Executive Director.

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RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. To approve increase in the limit of Loan and Investment under Section 186 of Companies Act, 2013 and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT Pursuant to Section 186 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies (Meeting of Board and its Power) Rules, 2014 and other applicable rules, if any (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), and in accordance with the provisions of the Articles of Association of the Company, and in supersession of the Special Resolution passed through postal ballot by the Company on September 17,2014 consent 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 be include, unless the context otherwise required, any duly constituted Committee thereof or any Director or Officer(s) authorized by the Board to exercise the power conferred on the Board under this resolution to

(a) give any loan to any person(s) or other body corporate(s);

(b) give any guarantee or provide security in connection with loan to any other body corporate(s) or person(s); and

(c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate(s)

from time to time in one or more tranches as the Board in its absolute discretion deemed beneficial and in the interest of the Company however, that the aggregate of the loans and investments so far made, the amount for which guarantees or securities so far provided to or in all other body corporate along with the investments, loans, guarantees or securities proposed to be made or given by the Company, from time to time, shall not exceed, at any time Rs 750.00 Crore (Rupees Seven Hundred and Fifty Crores Only) over and above the limit of sixty per cent of the paid-up share capital, free reserves and securities premium account of the Company or one hundred per cent of free reserves and securities premium account of the Company, whichever is more as prescribed under Section 186(2) of the Companies Act, 2013

“RESOLVED FURTHER THAT the Board be and is hereby authorized to take from time to time all decisions and steps in respect of the loans/guarantees/securities/investments including the timing, amount and other terms and conditions of such loans/guarantees/securities/investments and varying the same either in part or full as it may deem appropriate and to execute such documents, deeds, writings, papers and/ or agreements as may be required to do and perform all such acts, deeds, matters and things as may be necessary, proper or desirable and to settle any decision, difficulty or doubt that may arise in this regard including power to sub-delegate in order to give effect to the aforesaid resolution.”

By Order of the Board of Directors For Oricon Enterprises Limited

Sanjay Jain Company Secretary Membership number: A7249

Registered office: 1076, Dr. E. Moses Road, Worli, Mumbai - 400018

Date: January 27,2026 Place: Mumbai

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Notes:

1. An Explanatory statement pursuant to the provisions of Section 102 of the Act stating material facts and reasons for the proposed resolution, is annexed hereto and forms part of the notice.

2. In compliance with the provisions of Section 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the MCA Circulars, the Company has provided facility to the Members to exercise votes through electronic voting system (“Remote E-voting”) on the E-voting platform provided by National Securities and Depositories Limited (“NSDL”). The instructions for E-voting are provided as part of this Postal Ballot Notice.

3. The voting rights of the Members shall be reckoned on the equity shares held by them as on Friday, March 06, 2026 being the “Cut-off date” fixed for this purpose. The Postal Ballot Notice is being sent electronically to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the close of working hours on the cut-off date, and any person who is not a shareholder of the Company as on date specified above shall treat the Notice for information purposes only.

4. Resolution(s) passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

5. The Board has appointed Miss. Mayuri Bharat Thakkar, Practicing Company Secretary (COP No. 26189) , as the Scrutinizer for conducting the Postal Ballot process through remote e‐voting in a fair and transparent manner.

6. The Postal Ballot Notice is hosted on the website of the Company at www.oriconenterprises.com and also on the 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 also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

7. Members who have not registered their e-mail addresses are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company with details of folio number and attaching a self-attested copy of PAN Card at share@ocl-india.com or to Bigshare Services Private Limited at jibu@bigshareonline.com / vinod.y@bigshareonline.com

8. In accordance with the provisions of the MCA Circulars, Members can vote only through the Remote E-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members whose names appear on the Register of Members/List of Beneficial Owners as on Friday, March 06, 2026 will be considered for the purpose of E-voting.

9. The Remote e-voting period commences from 9:00 a.m. (IST) on Thursday, March 12, 2026 and ends at 5:00 p.m. (IST) on Saturday, April 11, 2026 Members are requested to cast their vote through the E-voting process not later than 05:00 P.M. (IST) on Saturday, April 11, 2026 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member.

10. The Scrutinizer will submit her report to the Managing Director of the Company, or any person authorized by him after the completion of scrutiny of the votes cast, on the result of the Postal Ballot on or before Tuesday, April 14,2026 from the conclusion of the Postal Ballot e-voting. The Scrutinizer’s decision on the validity of the votes cast will be final.

11. The Resolution(s) , if approved by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e., Saturday, April 11, 2026 .

12. The Results declared along with the Scrutinizer Report shall be placed on the Company’s website www.oriconenterprises.com after the results are declared by the Managing Director or any other person so authorized by him and the same shall be communicated to the Stock Exchanges i.e. BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’). The results shall also be displayed on the notice board of the Company at its registered office of the Company at 1076, Dr. E. Moses Road, Worli, Mumbai – 400018.

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

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1. Members desirous of inspecting the documents if any referred to in this Notice or Statement may send their requests to share@ocl-india.com from their registered email addresses mentioning their names, folio numbers/DP ID and Client ID, until last date of remote e-voting of this Postal Ballot.

15. Process for those Members 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 resolution set out in this notice:

• A) In case shares are held in physical mode please provide Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhar Card) by email to info@bigshareonline.com and share@ocl-india.com

• B) 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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to and info@bigshareonline.com and share@ocl-india.com. If you are an Individual Members 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 Members holding securities in demat mode.

• C) Alternatively, Member/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

• D) In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual Members holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 and subsequent circulars if any on e-Voting facility provided by Listed Companies, Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of Members		Login Method
Individual Members holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither 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. 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

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Type of Members		Login Method
	3. 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 ‘Member/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 during the remote e- Voting period. Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Individual Members holding securities in demat mode with CDSL	2. 1. 3. 4.	After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 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 websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 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.comhome 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.

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Type of Members

Login Method

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

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

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

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 Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at022 - 4886 7000and022 - 2499 7000
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 1800 22 55 33

• B) Login Method for Members other than Individual Members holding securities in demat mode and Members 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 ‘Member/Member’ section.

3. 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.

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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.	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. 8 Character DP ID followed by 8 Digit Client ID
b) For Members who hold shares in demat account with CDSL.	For example if your Beneficiary ID is 12** then your user ID is 12** 16 Digit Beneficiary ID
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for Members other than Individual Members 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’?

   • (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 Members whose email ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. 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.

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

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

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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 Members

1. Institutional Members (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 mayuri@mindspright.co.in with a copy marked to evoting@nsdl.com

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 Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 TO THE ACCOMPANYING POSTAL BALLOT NOTICE DATED JANUARY 27 ,2026

Item No. 1

The Board of Directors of the Company (‘the Board’), on the recommendation of Nomination and Remuneration Committee of the Board, at their meeting held on January 27, 2026 had appointed Mr. Ramkishore Singhi (DIN: 01749266) as an Additional Independent Director of the Company for a period of 5 years w.e.f. February 01, 2026 to January 31, 2031

Pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 (‘’the Act’’) and applicable regulations of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (‘Listing Regulations’) the approval of the members of the Company is required to appoint Mr. Ramkishore Singhi as an Independent Director of the Company.

The Company has received declaration from Mr. Ramkishore Singhi that he meets the criteria of Independence as prescribed under section 149(6) of the Act and Regulation 16 of Listing Regulations.

Mr. Ramkishore Singhi has given his consent (DIR 2) to act as a Director and declaration that he is not disqualified from being appointed as Director (DIR-8) in terms of Section 164 of the Companies Act ,2013.

In the opinion of the Board the aforesaid appointee fulfills the conditions for his appointment as an Independent Director under the Act and Listing Regulations.

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Pursuant to the Provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), details in respect of Director seeking Appointment/Re- appointment are provided in Annexure A forming part of the notice.

Mr. Ramkishore Singhi or his relatives to the extent of their Shareholding, if any, may be deemed concerned or interested in the Resolution. None of the other Directors and Key Managerial Personnel of the Company and/or their relatives, is concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Resolution as set out in Item no. 1 for the approval of the Members.

Item No. 2

The Board of Directors of the Company (‘the Board’), on the recommendation of Nomination and Remuneration Committee of the Board, at their meeting held on January 27, 2026 had appointed Mr. Bal Mukand Gaggar (DIN:02324428) as an Additional Director of the Company w.e.f. February 01, 2026.

Pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 (‘’the Act’’) and applicable regulations of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (‘Listing Regulations’) the approval of the members of the Company is required to appoint Mr. Bal Mukand Gaggar as a Director of the Company

Mr. Bal Mukand Gaggar has given his consent (DIR 2) to act as a Director and declaration that he is not disqualified from being appointed as Director (DIR-8) in terms of Section 164 of the Companies Act ,2013.

In the opinion of the Board the aforesaid appointee fulfills the conditions for his appointment as a Director under the Act and Listing Regulations.

Pursuant to the Provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), details in respect of Director seeking Appointment/Re- appointment are provided in Annexure A forming part of the notice.

Mr. Bal Mukand Gaggar or his relatives to the extent of Shareholding, if any, may be deemed concerned or interested in the Resolution. None of the other Directors and Key Managerial Personnel of the Company and/or their relatives, is concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Resolution as set out in Item no. 2 for the approval of the Members.

Item No. 3

The Board of Directors of the Company (‘the Board’), on the recommendation of Nomination and Remuneration Committee of the Board, at their meeting held on January 27, 2026 had appointed Mr. Prashant Mantri (DIN: 02160348) as an Additional Director of the Company w.e.f. February 01, 2026.

Pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 (‘’the Act’’) and applicable regulations of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (‘Listing Regulations’) the approval of the members of the Company is required to appoint Mr. Prashant Mantri as a Director of the Company

Mr. Prashant Mantri has given his consent (DIR 2) to act as a Director and declaration that he is not disqualified from being appointed as Director (DIR-8) in terms of Section 164 of the Companies Act ,2013.

In the opinion of the Board the aforesaid appointee fulfills the conditions for his appointment as a Director under the Act and Listing Regulations.

Pursuant to the Provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), details in respect of Director seeking Appointment/Re- appointment are provided in Annexure A forming part of the notice.

Mr. Prashant Mantri or his relatives to the extent of their Shareholding, if any, may be deemed concerned or interested in the Resolution. None of the other Directors and Key Managerial Personnel of the Company and/or their relatives, is concerned or interested, financially or otherwise, in the said resolution.

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The Board recommends the Resolution as set out in Item no. 3 for the approval of the Members.

Item No. 4

The Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee, in their meeting held on January 27, 2026 had appointed Mr. Bal Mukand Gaggar (DIN:02324428) as Joint Managing Director Cum Chief Financial Officer for a period of five (5) years w.e.f February 01, 2026 to January 31, 2031 (both days inclusive) subject to approval of the Members of the Company.

The details of appointment, terms and conditions and remuneration payable to him during his tenure as Joint Managing Director Cum Chief Financial are as under:

Salary, Perquisites and Allowances	Upto Rs. 7,50,000/- per month
Provident fund*	Company’s contribution to provident Fund as per rules of the Company
Superannuation Fund or Annuity Fund*	Company’s contribution to Superannuation Fund or Annuity Fund as per rules of the Company
Gratuity	Payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave	Payable at the end of the tenure or early determination.
Car, telephone and Computer facilities	Company will provide Car with driver and telephone and Computer facility and all the expenditure in connection therewith being borne by the Company
Children’s education allowance, Holiday passage for Children studying outside India or family staying abroad and Leave Travel Concession	Payable as per Section IV of Schedule V of the Companies Act, 2013
Privilege Leave	one month’s privilege leave on full pay for every eleven month’s service

*Contribution to provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under Income-Tax Act, 1961.

Mr. Bal Mukand Gaggar shall be entitled to reimbursement of all or any expenditure actually and properly incurred for Company’s business. He shall not be entitled to any sitting fee for attending meeting of the Board of Director s or Committees thereof.

The appointment may be terminated by either party giving to the other party, three months’ notice in writing. Compensation for loss of office in case of any termination before January 31, 2031 would be payable to Mr. Bal Mukand Gaggar as per the provisions of the Companies Act, 2013.

Mr. Bal Mukand Gaggar satisfies all the conditions set out in the Companies Act, 2013 and schedule thereto for being eligible for his appointment and he is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (“SEBI”) or any other authority.

Further, the remuneration payable to Mr. Bal Mukand Gaggar along with remuneration of other Executive Directors may exceed the limits as prescribed under Regulation 17(6)(e) SEBI(LODR), 2015. Hence, the approval of members by way of Special Resolution is required for payment of remuneration to Mr. Bal Mukand Gaggar (DIN:02324428) during his tenure as Joint Managing Director Cum Chief Financial Officer.

None of the Directors, Key Managerial Personnel of the Company and/or their relatives are in any way concerned or interested in the Resolution set out in Item No.4 of the Notice. Mr. Bal Mukand Gaggar and/or his relatives may be deemed concerned or interested , to the extent of their shareholding if any, in the Resolution set out in Item No.4 of the Notice.

The Board recommends the Resolution as set out at Item No. 4 of the Notice, for the approval of the Members of the Company.

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Additional Information as required under Schedule V of the Companies Act, 2013.

1. GENERAL INFORMATION:

1. GENERAL INFORMATION:
Nature of Industry	The Company was engaged into the business of manufacturing and marketing of Packaging Products viz. • During the financial years 2023-24, 2024-25 and 2025-26 the Company has sold all its manufacturing units and has received consideration for sale of its units and will look for new growth opportunities • metal caps & closures including crown caps, closures, roll over pilfer proof caps (ROPP caps), aluminium collapsible tubes, and Petrochemical products
Date or expected date of commencement of commercial production.	Not applicable (Company is an existing company)
In case of new Company, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus.	Not Applicable
Financial Performance based on given indicators during the Financial Year (Rs. In Lakhs)	Particulars	FY 2024-25 (Rs. In Lakhs)	FY 2023-24 (Rs. In Lakhs)
	Sales and other Income	53,230	50,944.81
	Profit / (Loss) before tax	15,339.49	937.64
	Tax	(2,139.23)	(246.82)
	Profit/ (Loss) after Tax	13,200.26	1,184.46
Foreign Investments or collaborations, if any	The Company does not have Foreign Investments or collaborations.

2. INFORMATION ABOUT THE APPOINTEE

Background details	Mr. Bal Mukand Gaggar has been associated with the Company since 1995 and has over 30 years of experience in finance and management. He joined as an Accountant and is now the Chief Financial Officer (CFO) of the Company
Past Remuneration	Not Applicable (This is his first appointment as Joint Managing Director cum Chief Financial Officer)
Remuneration Proposed	Rs. 7,50,000 /- per month.
Recognition or awards	Nil
Job Profile and his suitability	Mr. Bal Mukand Gaggar as Joint Managing Director Cum Chief Financial Officer shall be responsible for the day to day management of the Company. He shall also carry out such duties as may be entrusted to him by the Board of Directors.
Comparative remuneration profile with respect to Industry, size of the Company, profile of the position and person	The proposed remuneration of Mr. Bal Mukand Gaggar is fully justified and comparable to that prevailing in the industry for similarly placed executive.
Pecuniary relationship directly or indirectly with the Company, or relationship with the Managerial Personnel, if any.	NIL

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3. OTHER INFORMATION

3. OTHER INFORMATION
Reason of loss or inadequate profits	The Company has not incurred loss however the Company may have inadequate profit for the payment of managerial remuneration payable to the Managing Director/executive directors(s) which may exceed the limits specified in the Companies Act, 2013.
Steps taken or proposed to be taken for improvements	As mentioned above the Company has sold all its manufacturing units and has received consideration for sale of its units and will look for new growth opportunities.
Expected increase in productivity and profits in measurable terms.

Pursuant to the Provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), details in respect of Director seeking Appointment/Re- appointment are provided in Annexure A forming part of the notice.

Item No. 5

The Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee, in their meeting held on January 27, 2026 had appointed Mr. Prashant Mantri (DIN: 02160348) as an Executive Director for a period of five (5) years w.e.f February 01, 2026 to January 31, 2031 (both days inclusive) subject to approval of the Members of the Company.

The details of appointment, terms and conditions and remuneration payable during his tenure as Executive Director are as under:

Salary, Perquisites and Allowances	Upto Rs. 4,25,000/- per month
Provident fund*	Company’s contribution to provident Fund as per rules of the Company
Superannuation Fund or Annuity Fund*	Company’s contribution to Superannuation Fund or Annuity Fund as per rules of the Company
Gratuity	Payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave	Payable at the end of the tenure or early determination.
Car, telephone and Computer facilities	Company will provide Car with driver and telephone and Computer facility and all the expenditure in connection therewith being borne by the Company
Children’s education allowance, Holiday passage for Children studying outside India or family staying abroad and Leave Travel Concession	Payable as per Section IV of Schedule V of the Companies Act, 2013
Privilege Leave	one month’s privilege leave on full pay for every eleven month’s service

*Contribution to provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under Income-Tax Act, 1961.

Mr. Prashant Mantri shall be entitled to reimbursement of all or any expenditure actually and properly incurred for Company’s business. He shall not be entitled to any sitting fee for attending meeting of the Board of Director s or Committees thereof.

The appointment may be terminated by either party giving to the other party, three months’ notice in writing. Compensation for loss of office in case of any termination before January 31, 2031 would be payable to Mr. Prashant Mantri as per the provisions of the Companies Act, 2013.

Mr. Prashant Mantri satisfies all the conditions set out in the Companies Act, 2013 and schedule thereto for being eligible for his appointment and he is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (“SEBI”) or any other authority.

Further, the remuneration payable to Mr. Prashant Mantri along with remuneration of other Executive Directors may exceed the limits as prescribed under Regulation 17(6)(e) SEBI(LODR), 2015. Hence, the approval of members by way of Special Resolution is required for payment of remuneration to Mr. Prashant Mantri during his tenure as Executive Director

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None of the Directors, Key Managerial Personnel of the Company and/or their relatives are in any way concerned or interested in the Resolution set out in Item No.5 of the Notice. Mr. Prashant Mantri and/or his relatives may be deemed concerned or interested , to the extent of their shareholding if any , in the Resolution set out in Item No.5 of the Notice.

The Board recommends the Resolution as set out at Item No. 5 of the Notice, for the approval of the Members of the Company.

Additional Information as required under Schedule V of the Companies Act, 2013.

4. GENERAL INFORMATION :

Nature of Industry	• metal caps & closures including crown caps, closures, roll over pilfer proof caps (ROPP caps), aluminium collapsible tubes, and Petrochemical products. • During the financial years 2023-24, 2024-25 and 2025-26 the Company has sold all its manufacturing units and has received consideration for sale of its units and will look for new growth opportunities The Company was engaged into the business of manufacturing and marketing of Packaging Products viz.	• metal caps & closures including crown caps, closures, roll over pilfer proof caps (ROPP caps), aluminium collapsible tubes, and Petrochemical products. • During the financial years 2023-24, 2024-25 and 2025-26 the Company has sold all its manufacturing units and has received consideration for sale of its units and will look for new growth opportunities The Company was engaged into the business of manufacturing and marketing of Packaging Products viz.	• metal caps & closures including crown caps, closures, roll over pilfer proof caps (ROPP caps), aluminium collapsible tubes, and Petrochemical products. • During the financial years 2023-24, 2024-25 and 2025-26 the Company has sold all its manufacturing units and has received consideration for sale of its units and will look for new growth opportunities The Company was engaged into the business of manufacturing and marketing of Packaging Products viz.
Date or expected date of commencement of commercial production.	Not applicable (Company is an existing company)
In case of new Company, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus.	Not Applicable
Financial Performance based on given indicators during the Financial Year (Rs. In Lakhs)	Particulars	(Rs. In Lakhs) FY 2024-25	(Rs. In Lakhs) FY 2023-24
	Sales and other Income	53,230	50,944.81
	Profit / (Loss) before tax	15,339.49	937.64
	Tax	(2,139.23)	(246.82)
	Profit/ (Loss) after Tax	13,200.25	1,184.46
Foreign Investments or collaborations, if any	The Company does not have Foreign Investments or collaborations.

2. INFORMATION ABOUT THE APPOINTEE

Background details	Mr. Prashant Mantri is Bachelor of Engineering from the University of Mumbai and associated with the Company for last 25 years.
Past Remuneration	Not Applicable (This is his first appointment as an Executive Director)
Remuneration Proposed	Rs. 4,25,000 /- per month.
Recognition or awards	Nil
Job Profile and his suitability	Mr. Prashant Mantri as an Executive Director shall be responsible for the day to day management of the Company. He shall also carry out such duties as may be entrusted to him by the Board of Directors.
Comparative remuneration profile with respect to Industry, size of the Company, profile of the position and person	The proposed remuneration of Mr. Prashant Mantri is fully justified and comparable to that prevailing in the industry for similarly placed executive.
Pecuniary relationship directly or indirectly with the Company, or relationship with the Managerial Personnel, if any.	NIL

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3. OTHER INFORMATION

3. OTHER INFORMATION
Reason of loss or inadequate profits	The Company has not incurred loss however the Company may have inadequate profit for the payment of managerial remuneration payable to the Managing Director/executive directors(s) which may exceed the limits specified in the Companies Act, 2013.
Steps taken or proposed to be taken for improvements	As mentioned above the Company has sold all its manufacturing units and has received consideration for sale of its units and will look for new growth opportunities
Expected increase in productivity and profits in measurable terms.

Pursuant to the Provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), details in respect of Director seeking Appointment/Re- appointment are provided in Annexure A forming part of the notice.

Item No. 6

In terms of Section 186(2) of the Companies Act,2013 (Act) no company shall directly or indirectly (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent of paid up share capital, free reserves and securities premium account of the company or one hundred per cent of its free reserves and securities premium account of the company, whichever is more.

The Members of the Company had earlier approved Special Resolution passed through postal ballot by the Company on September 17,2014, a limit not exceeding of Rs. 500.00 Crores (Rupees Five Hundred Crores only) for loans, investments, guarantees and securities over and above the limit as prescribed under Section 186(2) of the Act.

The Company has sold all its manufacturing units and has received consideration for sale of its units and is looking for new growth opportunities. In order to make optimum use of funds available with the Company the Board of Directors at their meeting held on January 27,2026 decided to seek approval of the members of the Company to increase limit of loan and investments by the Company to Rs. 750.00 Crores (Rupees Seven Hundred and Fifty Crores only) over and above the limit as prescribed under Section 186(2) of the Act.

Accordingly, The Board recommends the Resolution as set out at Item No. 6 of the Notice, for the approval of the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the Notice

By Order of the Board of Directors For Oricon Enterprises Limited Sanjay Jain Company Secretary Membership number: A7249

Registered office: 1076, Dr. E. Moses Road, Worli, Mumbai - 400018 Date: January 27,2026 Place: Mumbai

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Annexure A , for Item Nos 1,2,3,4 and 5 , of the Postal Ballot Notice dated January 27,2026 Details in respect of Director(s) seeking Appointment/Re- appointment

Nature of Information	Item No.1	Item 2 & 4	Item 3 & 5
Name of Director	Mr. Ramkishore Singhi	Mr. Bal Mukand Gaggar	Mr. Prashant Mantri
DIN	01749266	02324428	02160348
Age	66	58	52
Qualifications	Commerce Graduate	B.com	Bachelor of Engineering
Nationality	Indian	Indian	Indian
Terms and Conditions of Appointment	Non-Executive Independent Director, Not liable to retire by rotation	Terms and Conditions of appointment as Joint Managing Director Cum Chief Financial Officer of the Company is provided in Explanatory Statement	Terms and Conditions of appointment as Executive Director of the Company is provided in Explanatory Statement
Remuneration Last drawn	NIL	Not Applicable (This is his first appointment as Joint Managing Director cum Chief Financial Officer)	Not Applicable (This is his first appointment as an Executive Director)
Date of first appointment on the Board	w. e. f 01/02/2026 Date of appointment 27/01/2026	w. e. f 01/02/2026 Date of appointment 27/01/2026	Date of appointment 27/01/2026 w. e. f 01/02/2026
List of Directorships held in other Listed Companies	NIL	NIL	NIL
Directorship in other Companies (excluding foreign companies and Section 8 companies)	2. Hotel Empire Limited 4. Singhi Properties Private Limited 5. Eventus Trade Solutions Private Limited 6. Venus Moulded Boards Private Limited 1. Aar Aar Builders and Developers Private Limited 3. Plamet Trading Private Limited	2. Oriental Containers Limited 1. Bigflex Lifescience Private Limited	2. G Claridge and Company Limited 5. Venkatesh Karriers Limited 6. The United Mercantile Company Private Limited 8. P r e m i e r C o m m e r c i a l Company Private Limited 4. Reay Road Iron and Metal W a r e h o u s i n g P r i v a t e Limited 3. Suraj Containers Ltd 1. Bottle Closure India Pvt Ltd 7. Kopran Lifestyle Limited 9. Bigflex Lifescience Private Limited
Committee Membership*	NIL	NIL	NIL
Number of board meetings attended during the year	N. A	N. A	N.A
Shareholding in the Company including shareholding as a beneficial owner as on date of Postal Ballot Notice	2000 Equity Shares of Rs 2/ each	NIL	NIL
Relationship with other Directors / Key Managerial Personnel	There is no relationship with other Directors, Manager and Key Managerial Personnel’s	There is no relationship with other Directors, Manager and Key Managerial Personnel’s	There is no relationship with other Directors, Manager and Key Managerial Personnel’s
Nature of Expertise or experience	Mr. Ramkishore Singhi (DIN: 01749266) is a Commerce graduate with over 35 years of experience in the real estate sector, with extensive exposure to legal and commercial matters.	Mr. Bal Mukand Gaggar (DIN: 02324428) has been associated with the Company since 1995 and has over three decades of experience in the areas of accounts, finance, taxation, treasury, and corporate management. He joined Oricon Enterprises Limited (Company) as an Accountant and, over the years, progressed through various roles of increasing responsibility and subsequently was appointed as the Chief Financial Officer (CFO) of the Company.	Mr. Prashant Mantri (DIN: 02160348) is Bachelor of Engineering from the University of Mumbai. He has over 25 years of experience in the Marketing and Finance.

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