P.B.M. Polytex Ltd. — AGM Information 2024

Sep 2, 2024

PBM POLYTEX LTD. CIN :L17110GJ1919PLC000495 REGD. OFFICE: OPP. STATION, POST PETLAD – 388450, DIST: ANAND, GUJARAT, PHONE: 224001, 224003, STORES: 224005, SALES: 224006, FAX (02697) 224009, E-Mail: pbmmills@patodiagroup.com

THROUGH BSE.LISTING CENTRE

Date-02.09.2024

To, The General Manager M/s BSE Limited, Department of Corporate Services, Floor 25, P. J. Towers, Dalal Street, Mumbai – 400001

– Company Code: BSE Limited, Listing Code 514087

Sir / Madam,

SUB: NOTICE OF 105[TH] ANNUAL GENERAL MEETING (AGM)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of 105[th] Annual General Meeting of the Members of the Company scheduled to be held on Friday, the 27[th] September, 2024 at 11.00 A.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The Notice and the Annual Report are also uploaded at the website of the company www.pbmpolytex.com

This is for your information and records.

Thanking you,

For PBM Polytex Limited

GOPAL Digitally signed by GOPAL PATODIA PATODIA Date: 2024.09.02 12:46:51 +05'30'

Gopal Patodia Managing Director (DIN: 00014247)

ENCL: As Above

BARODA OFFICE: 8[TH] FLOOR, “RAMAKRISHNA CHAMBERS”, PRODUCTIVITY ROAD, ALKAPURI, BARODA – 390 007. TELEPHONE NO. : 2333587, 2320053, FAX NO. (0265) 2338979 E-Mail: pbm@patodiagroup.com, Website: www.pbmpolytex.com

PBM POLYTEX LIMITED

NOTICE TO SHAREHOLDERS

Notice is, hereby, given that the 105[th] Annual General Meeting of the Members of PBM Polytex Limited will be held through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), on Friday, the 27[th] Day of September, 2024 at 11:00 A. M. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statements including Audited Balance Sheets as at 31[st] March 2024, Statements of Profit and Loss (along with Audited Consolidated Financial Statements) and Cash Flow Statements for the year ended on that date together with the Directors’ Report and Auditors’ Reports thereon.

2. To appoint a Director in place of Shri Hari Prasad Siotia (DIN: 00015103) as director who retires by rotation and being eligible, offers himself for re‐appointment.

3. To appoint a Director in place of Shri Mohan Kumar Patodia (DIN: 00035381) as director who retires by rotation and being eligible, offers himself for re‐appointment.

SPECIAL BUSINESS:

1. To ratify the remuneration payable to the Cost Auditor for the financial year 2024‐25:

To consider and, if thought fit, to pass the following resolution, with or without modification(s), as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re‐enactment(s) thereof, for the time being in force), the remuneration of Rs. 65,000/‐ (Rupees Sixty Five Thousand only) plus GST and reimbursement of travelling and out‐of pocket expenses to M/s. Y. S. Thakar & Co, Cost Accountants, Vadodara (FRN No‐000318), as recommended by the Audit Committee and approved by the Board to conduct the audit of cost records and statements maintained by the Company for the financial year 2024‐25, be and is, hereby, ratified and confirmed.

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

1. To reappoint Shri Chirayush Indrajitbhai Patel (DIN: 08690998) as an Independent Director of the Company for the second term of 5 consecutive years:

To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of Companies Act 2013 and the rules and regulations framed thereunder, as amended from time to time, and other applicable regulation(s) of the Securities and Exchange

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Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re‐enactment thereof for the time being in force, if any, and as per the recommendation of Nomination and Remuneration Committee, the consent of the members, be and is, hereby accorded for reappointment of Shri Chirayush Indrajitbhai Patel (DIN: 08690998) as Independent Director of the company for the second term of 5 years from 14[th] February, 2025 to 14[th] February 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is, hereby, authorized to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or required in this regard.”

NOTES:

1. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 2/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated 25th September, 2023 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (‘SEBI’) vide its Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021,SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD‐2/P/ CIR/2023/4 dated January 5, 2023 (collectively referred to as “SEBI Circulars”), have permitted the holding of AGM through Video Conferencing (“VC”) or Other Audio‐Visual Means (“OAVM”), without the physical presence of the Members at a common venue vide the above MCA circulars and provided relaxation to companies from dispatching physical copy of annual report vide above SEBI circulars. In compliance with the provisions of the Companies Act, 2013 (“Act”), amended provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS‐2’), the AGM of the Company will be held through VC / OAVM.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e‐voting.

3. The Company has fixed Monday, September 20, 2024 as Cut‐off date for determining entitlement for remote e‐voting as well as e‐voting of shareholders holding shares in physical or dematerialized form.

4. In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, the Company has stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialization. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in demat form only, while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub‐ division/Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR‐4, the format of which is available on the

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Company’s website under the weblink at https://pbmpolytex.com/upload/investor_relations/form‐isr‐4‐circular‐p‐pdf.pdf. It may be noted that any service request can be processed only after the folio is KYC compliant.

weblink at

1. The Members can join the AGM in the OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

3. The details of Director seeking Appointment / Re‐appointment pursuant to provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standard – 2 are annexed herewith as Annexure ‐ A.

4. Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all the Equity Shares held by such shareholders who have not claimed their dividend for consecutive seven years from the financial year 2016‐17 shall be transferred to the Investor Education and Protection Fund (IEPF) Authority alongwith dividend remaining unpaid for the financial year 2016‐17. The necessary notices in this regard have been given to all the concerned shareholders through Registered Post.

5. All the work related to share registry in terms of both physical and electronic, are being conducted by Company’s Registrar & Share Transfer Agents, Link Intime India Pvt. Limited, B‐102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara ‐ 390 020, Tel: +91 265 2356573 | 6136000, Email Id: vadodara@linkintime.co.in. The Members are requested to send their communication to the aforesaid address.

6. The Register of Members of the Company will remain closed from Saturday 21[st] September, 2024 to Friday, 27[th] September, 2024 (both days inclusive), for the purpose of Annual General Meeting.

7. All documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 1:00 p.m. on any working day except Saturdays and Sundays and holidays upto the date of Annual General Meeting.

8. In line with the MCA Circulars, the Notice calling the AGM and Annual Report have been uploaded on the website of the Company at http://pbmpolytex.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL (authorized agency for providing the e‐voting facility) i.e. www.evoting.nsdl.com.

9. ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT: As per the MCA General Circular No. 20/2020 dated 5th May, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, Notice of AGM along with Annual Report for the Financial Year ended 31st March, 2024 is being sent only in electronic mode (through email) to those Members whose e‐mail

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addresses are registered with the Company/ Link Intime India Private Limited or the Depository Participant(s).

1. Members are requested to register / update their details of Email ID, Bank Details by accessing https://www.linkintime.co.in/EmailReg/Email_Register.html which is the portal of the RTA of the Company, M/s. Link Intime India Private Limited.

2. Members are requested to intimate changes, if any, pertaining to their name, postal address, e‐ mail address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:

3. a. For shares held in electronic form: to their Depository Participants (DPs).

b. For shares held in physical form: to the Company / Registrar and Transfer Agent of the Company in prescribed Form ISR‐1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD‐ PoD‐1/P/ CIR/2023/37 dated March 16, 2023. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to aforesaid SEBI Circulars in Form ISR‐1 and other Forms. These Forms are also available on the website of the Company at https://pbmpolytex.com/investor‐relations/2/. Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR–1 and such other Forms, as may be applicable to them.

1. As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH ‐ 13 with Registrar. In respect of shares held in demat form, the nomination form may be filed with the respective DP. As per SEBI Circular No. SEBI/HO/MIRSD/MIRSD‐PoD‐ 1/P/ CIR/2023/37 dated March 16, 2023, the common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nominations with ‐

various forms are made available at the Company’s website at https://pbmpolytex.com/investor relations/2/ for easy access.

1. This information has also been placed on the Company’s, as well as, BSE’s websites and notified in Newspapers. The shareholders should take proper care in this regard in their interest as advised in the Notices by the Company. Such action will continue to be enforced year after year.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e‐Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e‐Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

3. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular

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No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E‐VOTING AND JOINING GENERAL MEETING ARE AS UNDER:‐

The remote e‐voting period begins on 24[th] September 2024 at 09:00 A.M. and ends on 26[th] September 2024 at 05:00 P.M. The remote e‐voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut‐off date) i.e. 20[th] September, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid‐up equity share capital of the Company as on the cut‐off date, being 20[th] September, 2024.

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

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

‐ Step 1: Access to NSDL e Voting system

A) Login method for e‐Voting and joining virtual meeting 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:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e‐Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e‐Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e‐Voting services under Value added services. Click on“Access to e‐Voting”under e‐Voting services and you will be able to see e‐Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be re‐directed to e‐Voting website of NSDL for casting your vote during the remote e‐Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e‐Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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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. 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 held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e‐Voting page. Click on company name or e‐Voting service provider 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.

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

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Individual Shareholders holding securities in demat mode with CDSL

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

2. After successful login the Easi / Easiest user will be able to see the e‐Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e‐ Voting page of the e‐Voting service provider for casting your vote during the remote e‐Voting period 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.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on

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

Individual Shareholders (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.

**Login type **		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 ‐ 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800‐21‐09911

B) Login Method for e‐Voting and joining virtual meeting 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?

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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.

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.

4. 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.

5. Your User ID details are given below :

Your User ID details aregiven 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 130142 then user ID is 130142001

1. Password details for shareholders other than Individual shareholders are given below:

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

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

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

   • (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

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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.

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

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

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

Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

‐ How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e‐Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

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

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

General Guidelines for shareholders

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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 cssamdani@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e‐Voting" tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e‐voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 ‐ 4886 7000 and 022 ‐ 2499 7000 or send a request to Ms. Pallavi Mhatre 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 pbmcs@patodiagroup.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 pbmcs@patodiagroup.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 and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. 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.

4. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e‐VOTING ON THE DAY OF THE AGM ARE AS UNDER:‐

1. The procedure for e‐Voting on the day of the AGM is same as the instructions mentioned above for remote e‐voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e‐Voting and are otherwise not barred from doing so, shall be eligible to vote through e‐Voting system in the AGM.

3. Members who have voted through Remote e‐Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

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1. The details of the person who may be contacted for any grievances connected with the facility for e‐Voting on the day of the AGM shall be the same person mentioned for Remote e‐voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e‐ Voting system. Members may access by following the steps mentioned above for Access to NSDL e‐Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e‐Voting or have forgotten the User ID and Password may retrieve the same by following the remote e‐Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi‐Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at pbmcs@patodiagroup.com. The same will be replied by the company suitably.

6. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email ID mentioning their name, DP ID & Client ID / Folio Number, Mobile Number to the Company at pbmcs@patodiagroup.com on or before 20[th] September, 2024. Those members who have registered themselves as speakers will only be allowed to express their views or ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of the time for AGM.

By Order of the Board For PBM Polytex Limited

Place : Vadodara Date : 13.08.2024

GOPAL PATODIA Managing Director (DIN: 00014247)

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Statement as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 102 of the Companies Act, 2013, as may be applicable.

ITEM NO. 4

The Cost Records and related statements of the Company are subject to audit as required under section 148 of the Companies Act, 2013 for which, on the recommendation of Audit Committee, M/s. Y.S. Thakar & Co, Cost Accountant (FRN No. 000318), has been appointed as Cost Auditor by the Board of Directors of the Company for the financial year 2024‐25 at total remuneration of Rs. 65,000/‐ plus GST plus Out of pocket expenses (Out of pocket expenses to be defined as expenses for visiting factories or offices which will only include actual taxi charges and meal expenses), also including all charges of XBRL. The consent of the members is sought for ratification of remuneration payable to the Cost Auditor.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, members of the Company are required to ratify the remuneration to be paid to the Cost Auditors.

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

The Board recommends the Resolution set out under Item No. 4 of the Notice for approval of the Members as an Ordinary Resolution.

ITEM NO. 5

The first term of Mr. Chirayush Indrajitbhai Patel (DIN: 08690998), as an Independent Director, shall expire on 14[th] February 2025. He being eligible for re‐appointment as Independent Directors of the company for the second term of further five years. The Nomination and Remuneration Committee (“NRC”) and the Board of Directors have recommended his re‐appointment for the second term of five years from 14[th] February, 2025 to 14[th] February, 2030 subject to the approval of the shareholders.

In requirement of SEBI (LODR) read with Companies Act 2013, the company has received a declaration from Mr. Chirayush Indrajitbhai Patel confirming the fulfillment of requirement to be re‐appointed as independent director of the company.

Mr. Chirayush Indrajitbhai Patel is a Graduate having degree of B.Sc. and is having rich experience in the field of marketing, administration, purchase and management. The Company has received notice u/s. 160 of the Companies Act 2013 from a Member proposing Mr. Chirayush Indrajitbhai Patel as candidate for the Office of Director of company and considering his experience, Nomination and Remuneration Committee and Board is of view that his appointment will be immensely helpful to the company in many ways and have recommended for his re‐appointment as Non‐Executive Independent Director of the company.

Details pursuant to Regulation 36 of SEBI (Listing obligations and disclosures requirements). Regulations 2015, and Secretarial Standard ‐ II, on General Meeting issued by the Institute of Company Secretaries of India, is attached as Annexure ‐ A.

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Mr. Chirayush Indrajitbhai Patel, if appointed shall be with effect from 14[th] February, 2025 for a period of 5 years.

The Directors accordingly recommend to pass the Resolution at Item No. 5 of the Notice as a Special Resolution.

Except to the extent of the shareholding none of the Directors except Mr. Chirayush Indrajitbhai Patel and his relatives, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

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Annexure – A

Details of Directors seeking Appointment/Reappointment at the 105[th] Annual General Meeting pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard‐II issued by the Institute of Company Secretaries of India (“ICSI”) are as under:

Sl. No.	Name of Director	Shri Hari Prasad Siotia, Director		Shri Mohan Kumar Patodia, Managing Director cum Chief Financial Officer	Shri Chirayush Indrajitbhai Patel, Independent Director
1	DIN (Director Identification Number)	00015103		00035381	08690998
2	Date of Birth	03.05.1934		10.06.1948	14.03.1975
3	Age(in Years)	90		76	49
4	Date of First Appointment on the Board	09.08.1980		09.08.1980	14.02.2020
5	Qualifications	B. Com		B.Com Textile Technocrat	B.Sc
6.	No. of shares held in Company as on 31st March,2024.	1,99,280		67,998	NIL
7.	Brief profile and nature of their expertise in specific functional areas and Skill & Capabilities.	Rich experience of more than five decades in the field of Cotton and Yarn trading and manufacturing activity of textiles.		More than 50 years of experience in marketing of Cotton Yarn and other Textile Product. He is Managing Director of the Company since 01.08.2007	Rich experience in marketing, administration, Purchase and management
8.	Number of meetings of the Board attended duringtheyear 2023‐24	1		1	3
9.	Directorship of other Companies	M/s. Eurotex Industries & Exports Ltd. M/s. Patodia Syntex Ltd. M/s. Eurospin Industries Ltd. M/s. Mercury Gems Pvt. Ltd.		M/s. Eurospin Industries Ltd. M/s. Sambhu Investments Pvt. Ltd. M/s. Trikon Investments Pvt. Ltd.	NIL
10.	Chairman of Committees of other Companies	Stakeholder Relationship Committee of M/s. Eurotex Industries and Exports Ltd.		NIL	NIL
11.	Member of Committees of other Companies	Audit Committee and Nomination & Remuneration Committee of M/s. Eurotex Industries and Exports Limited		NIL	NIL
12.	Relationship with other Directors, Manager and Key Managerial Personnel (“KMP”)	Not related with any of the Directors, Managers and KMP.		Brothers: Shri Krishan Kumar Patodia, and Shri Gopal Patodia	Not related with any of the Directors, Managers and KMP.

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				Son of Brother (Shri Gopal Patodia) Shri Amit Patodia – Senior President cum CEO
13.	Resignation as a Director from listed companies in the past threeyears	NIL		NIL	NIL

By Order of the Board For PBM Polytex Limited

GOPAL PATODIA Managing Director Place : Vadodara (DIN : 00014247) Date : 13.08.2024

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