Pavna Industries Limited — Proxy Solicitation & Information Statement 2025

Feb 24, 2025

PAVNA INDUSTRIES LIMITED

Registered Office: Vimlanchal, Hari Nagar, Aligarh, Uttar Pradesh – 202001 CIN-L34109UP1994PLC016359 Email: cs@pavnagroup.com; Website: www.pavna.in Tel No.: +91 8006409332

February 24, 2025

To,

BSE Limited, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, MUMBAI-400001 Scrip Code: 543915	The National Stock Exchange of India Ltd, Exchange Plaza, Bandra-Kurla Complex, Bandra (East), MUMBAI-400 051 Scrip Code: PAVNAIND

ISIN : INE07S101020

Subject:- Notice of Postal Ballot

Dear Sir,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot. The Notice is being sent to all the members, whose names appear in the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited.

The Voting Period will commence from Saturday March 1, 2025 at 9:00 a.m. IST and end on Sunday March 30, 2025 at 5:00 p.m. IST

Kindly take the same on record.

Thanking you.

Yours faithfully

For Pavna Industries Limited

Digitally signed by KANCHAN GUPTA KANCHAN GUPTA Date: 2025.02.24 14:03:33 +05'30'

Kanchan Gupta Company Secretary & Compliance Officer M.No. A64223

Encl: As above

Registered Office: Vimlanchal, Hari Nagar, Aligarh, Uttar Pradesh – 202001 CIN-L34109UP1994PLC016359 Email: cs@pavnagroup.com; Website: www.pavna.in Tel No.: +91 8006409332;

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PAVNA INDUSTRIES LIMITED

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or reenactment thereof for the time being in force) and pursuant to other applicable laws and regulations and the Listing Agreement, the resolution being forwarded herewith are proposed to be passed through Postal Ballot only by voting through electronic means (“remote e- voting”). Communication of assent or dissent of the Members would take place only through the remote e-voting system.

The Scrutinizer will submit his report to the duly authorized person of the Company after the receipt of assent or dissent of the Members by remote e-voting only. The result of the Postal Ballot shall be declared by Chairperson or any other duly authorized person of the Company on or before 1[st] April, 2025 . The voting results will be communicated to the stock exchanges, depositories, registrar and share transfer agents and shall also be displayed on the Company’s website on or before 1[st] April, 2025 and will be intimated to the Stock Exchanges where the shares of the Company are listed i.e. National Stock Exchange of India Limited and Bombay Stock Exchange (BSE) in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

The Board of Directors of the Company now propose to obtain the consent of the members by way of Postal Ballot for the matters as considered in the Resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution setting out material facts and the reason for the Resolution is also annexed.

You are requested to peruse the proposed Resolution along with their respective Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, March 01, 2025 and ends at 5.00 p.m. (IST) on Sunday, March 30, 2025 . The Scrutinizer will submit his report to the Chairperson of the Company, or any person authorized by her upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced at or before 5.00 pm on Tuesday, April 1, 2025 .

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SPECIAL BUSINESS:

Item-1 Re-Appointment of Mr. Swapnil Jain (DIN-01542555) As Managing Director of the Company.

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

“RESOLVED THAT Pursuant to the provisions of Section 196, 197, 203 of the Companies Act 2013 read with Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 there under and all other applicable provisions, if any, of the Act, (including any statutory modification(s) or re-enactment thereof for the time being in force) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), or any other applicable laws for the time being in force, on the recommendation of the Nomination and Remuneration Committee and approved by the Board of Directors, the consent of the shareholders of the Company is hereby accorded for the re-appointment of Mr. SWAPNIL JAIN (DIN-01542555) as the MANAGING DIRECTOR of the Company for further period of 5 years from April 1, 2025 to March 31, 2030 on the terms as to remuneration and otherwise as set out in the Explanatory Statement and with authority to the Board to alter and vary the terms and conditions in such manner as may be agreed to between the Board and Mr. Swapnil Jain in the best interest of the Company, subject to the limits approved by the Members and restrictions, if any, contained in the said Act or otherwise as may be permissible by law.

RESOLVED FURTHER THAT pursuant to Section 197 and all other applicable provisions of the Companies Act 2013, if any, and Schedule V of the said act as amended up to date, consent of the shareholders of the Company be and are hereby accorded in conformity with the approval earlier taken in the Annual General Meeting held on September 27, 2022 for payment of total remuneration to Mr. Swapnil Jain, Managing Director of the Company a sum of upto Rs. 5 Crores (Rupees Five Crores ) per annum with effect from April 1, 2022.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions including authority, from time to time with the Approval of Shareholders for to determine the amount of salary as also the type and amount of perquisites, and other benefits payable to Mr. Swapnil Jain, in such manner as may be agreed to between the Company and Mr. Swapnil Jain within the overall limits approved by the Board and to the extent the Board may consider appropriate.

RESOLVED FURTHER THAT where in any financial year during the tenure of the said Managing Director, the Company has no profits or inadequate profits, the remuneration to be paid shall be approved by the Board based on the recommendation of Nomination and Remuneration Committee not exceeding Rs. 5 Crore (Rupees Five Crores) per annum.

RESOLVED FURTHER THAT any of the Directors of the Company/KMP except Mr. Swapnil Jain be and is/are hereby authorised on behalf of the board to sign, submit, attest, place papers and Form(s) for Certification, as if required and uploading with ROC Office Page 2 of 14

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through MCA Portal, to provide certified true copies of this resolution and is/are also authorize to take all necessary steps in pursuance of the matter and to file necessary forms, execute all needful compliance with regard to the matter, his/her or their all acts and deeds will be binding to the company.”

Registered Office:

By the Order of Board of Directors Sd/Kanchan Gupta Company Secretary

Vimlanchal Hari Nagar, Kanchan Gupta Aligarh, Uttar Pradesh- 202001, India Company Secretary CIN: L34109UP1994PLC016359 Membership No-A64223 Tel. No . +91-8006409332

Website: https://www.pavna.in/ E-mail: cs@pavnagroup.com

Date- February 22, 2025 Place-Aligarh

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Notes:

1. The explanatory statement and reasons for the proposed resolution pursuant to Section 102 of the Companies Act, 2013 read with Rule22 of the Companies (Management and Administration) Rules, 2014 (“The Rules”) setting out material facts is annexed herewith and forms part of this notice of Postal Ballot.

2. The Board has appointed Mr. Shantanu Jain, S.B. Jain and Associates (Advocate), as the scrutinizer ( “Scrutinizer” ) for conducting the Postal Ballot by remote e-voting process in a fair and transparent manner.

3. This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on February 21, 2025 . A person who is not a member as on the cut-off date should treat this Postal Ballot Notice for informational purposes only.

4. The Postal Ballot Notice is being sent to /published/displayed for all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on February 21, 2025 in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and Ministry of Corporate Affairs, Government of India’s General Circular No. 17/2020 , General Circular No. 19/2021 and General Circular No. 20/2021.

5. Members may note that this Postal Ballot Notice will also be available on the Company’s website i.e. https://www.pavna.in/

6. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. Sunday, 30 March, 2025 in terms of Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

7. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and General Circular Nos. 14/2020 and 17/2020 dated 8th April 2020 and 13th April 2020, General Circular No. 19/2021 and General Circular No. 20/2021 dated 08.12.2021 respectively issued by the Ministry of Corporate Affairs (MCA) the Company is pleased to offer e-voting facility to its Members holding equity shares as on February 21, 2025 being the cut-off date, to exercise their right to vote electronically on the above resolution.

8. The voting rights for the Equity Shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them, which will be determined on the basis of the paid-up value of shares registered in the name of each member as on February 21, 2025 .

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1. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the Company has provided the facility to members to exercise their votes electronically and to vote on the resolution through the remote e-voting service facility arranged by NSDL. The instructions for electronic voting are annexed to this Postal Ballot Notice.

2. The Scrutinizer will submit his report to Chairperson or any other person authorized by the Chairperson after the completion of scrutiny, and the result of the remote e-voting by Postal Ballot will be announced by the Chairperson or any director of the Company duly authorized, on or before April 01, 2025 and will also be displayed on the Company website https://www.pavna.in/ and will be intimated to the Stock Exchanges where the shares of the Company are listed i.e. National Stock Exchange of India Limited and Bombay Stock Exchange (BSE) in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

3. Members can also contact to Mrs. Kanchan Gupta, Company Secretary and Compliance Officer of the company to resolve any grievances with regard to remote e-voting by Postal Ballot. Address: - Pavna Industries Limited, Vimlanchal Hari Nagar, Uttar Pradesh202001 Email Id: cs@pavnagroup.com ,Phone number – +91-8006409332.

4. All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by remote e-voting.

5. A member cannot exercise his vote by proxy on Postal Ballot.

6. The Scrutinizer's decision on the validity of the postal ballot shall be final and binding.

7. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolution through the remote e-voting service facility arranged by NSDL. The instructions for electronic voting are given in this Notice. E-Voting will commence on Saturday, 1[st] March, 2025 at 9:00 a.m. and will end on Sunday, 30[th] March, 2025 at 5:00 p.m . E-Voting shall not be allowed beyond the said time and date.

8. In accordance with Regulation 44 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 22 of the Rules, the Company is pleased to offer remote e-voting facility to shareholders through such e-voting system. Notice of this Postal Ballot is sent to all the shareholders who have registered their e-mail id's with the Company or the Registrar and Transfer Agent/ Depository Participants. Necessary arrangements have been made by the Company with National Securities Depository Limited (NSDL).

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A. VOTING THROUGH ELECTRONIC MEANS

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

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Type of Login Method
shareholde
rs
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL
Shareholder Viz. https://eservices.nsdl.com either on a Personal
s holding
Computer or on a mobile. On the e-Services home page click
securities in
on the “ Beneficial Owner” icon under “Login” which is
demat mode
with NSDL. 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 or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of
NSDL for casting your vote during the remote e-Voting
period.
2. 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
3. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you
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	4.	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. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholder s holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegis tration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 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. 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 or joining virtual meeting & voting during the meeting.

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.

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Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login
securities in demat mode with can contact NSDL helpdesk by sending a
NSDL request at evoting@nsdl.co.in or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login
securities in demat mode with can contact CDSL helpdesk by sending a
CDSL request at helpdesk.evoting@cdslindia.com or
contact at 022- 23058738 or 022-23058542-
43
B) Login Method for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in
physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting 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 ‘Shareholder/Member’ section.
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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 login 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.

2. Your User ID details are given below :

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 athttps://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. 4. Your User ID details are given below :	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 athttps://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. 4. Your User ID details are given below :	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 athttps://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. 4. Your User ID details are given below :	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 athttps://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. 4. 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 IN30012**.
	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 101456 then user ID is101456001
5.	Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
	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. 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

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• 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: 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.

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

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

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

• 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
• 1. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- 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. 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.

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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 shantanu@sbjainassociates.com with a copy marked to evoting@nsdl.co.in.

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Himali Singh at evoting@nsdl.co.in

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 cs@pavnagroup.com.

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 cs@pavnagroup.com. 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 evoting@nsdl.co.in 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.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.1 RE-APPOINTMENT OF MR. SWAPNIL JAIN AS MANAGING DIRECTOR OF THE COMPANY.

The members are hereby informed that the term of Mr. Swapnil Jain (Managing Director) is coming to end on March 31, 2025, so the Board of Directors, at their meeting held on Saturday, February 22, 2025 has proposed the re-appointment of Mr. Swapnil Jain as the Managing Director of the Company for a further period of 5 years, commencing from April 1, 2025, and ending on March 31, 2030.

Background: Mr. Swapnil Jain has been serving as the Managing Director of the Company and has played a pivotal role in steering the Company’s growth and success, especially in the dynamic and competitive field of the automobile industry. His expertise and leadership have been instrumental in the Company’s expansion and operational achievements.

Proposed Terms of Re-appointment : In accordance with the approval of the shareholders in the Annual General Meeting held on September 27, 2022, the remuneration will remain consistent with the earlier resolutions passed by the shareholders, where shareholders had approved the remuneration of upto Rs. 5 (Five) crores per annum to Mr. Swapnil Jain.

The re-appointment of Mr. Swapnil Jain is based on his extensive knowledge and experience in the automobile industry, which has greatly benefited the Company’s strategic initiatives and operational efficiency. His leadership qualities, vast industry knowledge, and ability to navigate complex market trends have positioned the Company for continued success.

Rationale for Re-appointment : Mr. Swapnil Jain’s proven track record, deep understanding of the industry, and vision for the Company’s future growth make him an ideal candidate for the position of Managing Director for the next five years. His reappointment is expected to ensure continuity in leadership, provide stability, and drive the Company’s long-term strategic goals.

The Board of Directors recommends the re-appointment of Mr. Swapnil Jain as Managing Director for a period of 5 years, with the terms of remuneration, as outlined above, for the approval of the shareholders through postal ballot.

Approval Sought : The approval of the shareholders is sought for the re-appointment of Mr. Swapnil Jain as the Managing Director of the Company, with a salary not exceeding Rs. 5 crores per annum, starting from April 1, 2025, and ending on March 31, 2030.

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None of the Directors, Key Managerial Personnel or their relatives except Mr. Swapnil Jain, Mrs. Priya Jain, Mrs. Asha Jain and his relatives are concerned or interested in the proposed as set out in Item No.1 of this Notice.

The Board of Directors of the Company recommends the passing of the resolution in Item No. 01 of the notice as Special Resolution.

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ANNEXURE-I TO NOTICE
DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT
[PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015]
Name of Director Mr. Swapnil Jain (DIN :01542555)
Date of Birth/Age October 30, 1984 (40 yrs.)
Date of Appointment 01.04.2025
(Effective from)
Period of Re-Appointment Re-appointed as the Managing Director for a further
period of five years from April 1, 2025 to March 31,
2030.
Reason for Re-Appointment His tenure will expire on 31.03.2025 .
Based on the Recommendation of the NRC Committee,
the board of directors at its meeting held today has
approved the re-appointed of Mr. Swapnil Jain as the
Managing Director for a further period of five years from
April 1, 2025 to March 31, 2030, subject to the approval
of members of the Company.
Profile & Expertise in specific He looks after overall functions in our Company and is
Functional Areas responsible for business development, growth
initiatives and business expansion. He has more than
fifteen (15) years of work experience in the automotive
industry.
Qualifications He holds a bachelor’s degree in commerce.
Other Positions Nil
Names of listed entities in Pavna Industries Limited
which the person holds the
directorship
Membership/Chairperson of Chairperson of the Committee:-
Statutory Committees of the  Pavna Industries Limited
Board as on the Date of Notice -Corporate Social Responsibility Committee
Membership of the Committee:-
 Pavna Industries Limited
-Stakeholder Relationship Committee
-Audit Committee
Names of listed entities in Nil
which the person also holds
the directorship and the
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membership of Committees of the board along with listed entities from which the person has resigned in the past three years
Inter Relationship	Promoter & Managing Director of the Company
Shares in the Company as on date of Notice	13,56,560
Disclosure of relationship between directors(in case of Appointment of a director)	Mr. Swapnil Jain relationship with other directors is as follows. 1) Spouse of Mrs. Priya Jain ( Executive Director) 2) Son of Mrs. Asha Jain ( Chairperson & Executive Director)

Registered Office: By the Order of Board of Directors Sd/- Vimlanchal Hari Nagar, Kanchan Gupta Aligarh, Uttar Pradesh- 202001, India Company Secretary CIN: L34109UP1994PLC016359 Membership No-A64223 Tel. No . +91-8006409332

Website: https://www.pavna.in/ E-mail: cs@pavnagroup.com

Date- February 22, 2025 Place-Aligarh

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