Rajdarshan Industries Ltd. — Proxy Solicitation & Information Statement 2024

Apr 27, 2024

RAJDARSHAN INDUSTRIES LIMITED

Regd. Office: 59, Moti Magri Scheme, Udaipur(Raj.)-313001 Phone: 91-294-2427999

E-Mail: info@rajdarshanindustireslimited.com CIN:L14100RJ1980PLC002145 Website: www.rajdarshanindustrieslimited.com

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27[th] April, 2024

	To Listing Department National Stock Exchange of India Ltd., 5thFloor Exchange Plaza, Bandra Kurla Complex, Bandra (E), MUMBAI- 400 051	To Listing Department The Bombay Stock Exchange Ltd., Rotunda Building, P. J. Towers Dalal Street, Fort MUMBAI- 400 001

Subject: Intimation of Notice of Extra Ordinary General Meeting

Dear Sir/Madam,

We would like to inform you that Extra Ordinary General Meeting will be held on Tuesday, 21[st] day of May, 2024 at 11:30 A.M. through Video Conferencing / Other Audio Visual Means. We are enclosing herewith notice of Extra Ordinary General Meeting of the Company.

Notice of EOGM will be sent by electronic mode to those members whose email address are registered with company/Depositories through Central Depository India (Services) Limited as on cutoff date i.e 26[th] April, 2024.

The Notice is also available on the website of the Company i.e. www.rajdarshanindustrieslimited.com

The information has been submitted in compliance with the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

We request you to kindly take the above information on your record.

Thanking you,

Sincerely

For Rajdarshan Industries Limited Digitally signed by KALP SHREE KALP SHREE VAYA VAYA Date: 2024.04.27 18:12:26 +05'30' Kalp Shree Vaya Company Secretary

RAJDARSHAN INDUSTRIES LIMITED

CIN: L14100RJ1980PLC002145

Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Tel. 0294-2427999 Web: www.rajdarshanindustrieslimited.com, Email: info@rajdarshanindustrieslimited.com

NOTICE OF THE EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that the EXTRA ORDINARY GENERAL MEETING (EGM/2024-25/01) of the members of Rajdarshan Industries Limited (hereinafter referred to as ‘the Company’) will be held on Tuesday, May 21, 2024 at 11.30 A.M. IST through Video Conferencing (‘VC’) /Other Audio Visual Means (‘OAVM’), to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at 59, Moti Magri Scheme, Udaipur-313001 (Rajasthan).

SPECIAL BUSINESS:

To appoint the Statutory Auditors of the Company and to fix their remuneration to fill casual vacancy:

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“RESOLVED THAT pursuant to the provisions of Section 139 (8) and 142 of the Companies Act, 2013, read with the Companies (Audit and Auditors Rules), 2014 (the Rules), and other applicable provisions of the Act, if any, including any statutory modifications, amendments or re-enactments thereof and on the recommendation of the Audit Committee and Board of Directors of the Company, consent of the company be and is hereby accorded to appoint M/s. Ajay Paliwal & Co., Chartered Accountants, (FRN: 012345C) as the Statutory Auditor of the company to fill the casual vacancy that arises due to the resignation by M/s L.S. Kothari & Co., Chartered Accountants.

RESOLVED FURTHER THAT M/s. Ajay Paliwal & Co, Chartered Accountants be and is hereby appointed as Statutory Auditor of the company to conduct the audit for the period ended as on 31st March 2024, and shall hold the office as Statutory Auditor from the conclusion of this Extra-Ordinary General Meeting till the conclusion of ensuing Annual General Meeting on such remuneration as determined and recommended by the Audit Committee and approved by the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee of Directors thereof ), on behalf of the Company, be and is hereby authorize to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to the foregoing Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

By order of the Board For Rajdarshan Industries Ltd.

Udaipur, April 27, 2024

KalpShree Vaya Company Secretary

Notes:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) in respect of Special Business to be transacted at the Extra-Ordinary General Meeting (hereinafter referred to as ‘the Meeting’) is annexed hereto.

2. The Ministry of Corporate Affairs (hereinafter referred to as ‘MCA’) vide its General Circular No. 14/2020 dated 8 April 2020, read with General Circular No. 17/2020 dated 13 April 2020 and subsequent circulars issued in this regard, the latest being General Circular No. 09/2023 dated 25 September 2023 (hereinafter collectively referred to as ‘MCA Circulars’), permitted the holding of Extra-Ordinary General Meetings through Video Conferencing / Other Audio Visual Means (hereinafter referred to as ‘VC’) till 30[th] September 2024 without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations’) and MCA Circulars, the Meeting of the Company will be held through VC. The Members desiring to participate in VC are requested to refer Note No. 17 as given herein below.

3. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS MEETING IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THE MEETING AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE. HOWEVER, IN PURSUANCE OF SECTIONS 112 AND 113 OF THE ACT, REPRESENTATIVES OF THE MEMBERS MAY BE APPOINTED FOR THE PURPOSE OF VOTING THROUGH REMOTE ELECTRONIC-VOTING, FOR PARTICIPATION AND VOTING IN THE MEETING HELD THROUGH VC FACILITY.

4. Since the Meeting will be held through VC, the route map showing directions to reach the venue of the Meeting has not been provided. The venue of the Meeting shall be deemed to be the Registered Office of the Company.

5. In compliance with the aforesaid MCA Circulars and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July, 2023 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 7 October 2023, issued by the Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), Notice of the Meeting is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice will also be available on the Company’s website ‘www.rajdarshanindustrieslimited.com’, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com, respectively and on the website of Central Depository Services (India) Limited (hereinafter referred to as ‘CDSL’) at www.evotingindia.com.

Members, who have not yet registered their e-mail addresses with the Company or their respective Depository Participant, are therefore requested to register the same at the earliest.

Further, please be informed that all the Members who have registered their e-mail addresses or not, are entitled to receive the Notice in physical form free of cost, upon specific request made by them to the Company

1. Members are requested to take a note of the circulars issued by SEBI bearing No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated 3 November 2021 on ‘Common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination’ read with Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated 14 December 2021 and Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17 May 2023 and Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated 17 November 2023. As per the said circulars, all members holding shares in physical form are mandatorily required to update their PAN, KYC details and nomination with the Company / RTA. The prescribed forms for updating these details are available on the website of the Company.

2. Members attending the Meeting through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

Members who would like to express their views or ask questions during the Meeting may register themselves as speakers and send their request mentioning their name, demat account number/ folio number, e-mail addresses, mobile number at Company’s e-mail address: info@rajdarshanindustrieslimited.com. Only those Members who have registered themselves as a “SPEAKER” at least 7 (seven) days in advance will be allowed to express their views/ask questions during the Meeting. The Company reserves the right to limit the number of Members asking questions and/or restrict the time for speaking at the Meeting.

Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

1. The Company has appointed Shri Ronak Jhuthawat (Certificate of Practice No.-12094) of M/s Ronak Jhuthawat & Co., Company Secretary as the Scrutiniser, to scrutinise the voting process in a fair and transparent manner.

The Scrutiniser shall, immediately after the conclusion of Electronic Voting (hereinafter referred to as ‘evoting’) during the Meeting, count the e-votes cast and shall submit a Consolidated Scrutiniser’s Report of the total e-votes cast in favour or against, if any, not later than two days from the conclusion of the Meeting to the Chairman of the Company or any person authorised by the Chairman in writing. The Chairman or any other authorised person, as the case may be, shall declare the result of the voting forthwith.

1. The results along with the Scrutiniser’s Report will be placed on the Company’s website at www.rajdarshanindustrieslimited.com and on the CDSL’s website at www.evotingindia.com, immediately after the result is declared by the Chairman or any other authorised person, as the case may be, and the same shall be communicated to the Stock Exchanges, where the shares of the Company are traded. Subject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the Meeting i.e. Tuesday, May 21, 2024.

2. The physical copies of this Notice and all documents referred to in this Notice and the Explanatory Statement thereto and other documents as required under the law are available for inspection at the Registered Office of the Company from 10:00 a.m. to 5:00 p.m. on all working days up to the date of the Meeting.

3. Details of the Director proposed to be appointed/re-appointed as required in terms of SEBI Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, has been provided in the Explanatory Statement and form an integral part of this Notice.

4. E-voting facility is being provided to all the Members to exercise their right to vote on the resolutions proposed to be passed at the Meeting in accordance with the provision of Section 108 of the Act read with Rules made thereunder, MCA Circulars, Regulation 44 of SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated 11 July 2023 and Secretarial Standard on General Meetings (SS-2). The Company has engaged the services of CDSL for providing the said e-voting facilities. The Members may cast their votes using electronic voting system provided by CDSL either before the date of the Meeting (hereinafter referred to as ‘remote e-voting’) or during the Meeting. The voting (including e-voting) rights of the Members/Beneficial Owners shall be reckoned in proportion to the equity shares held by them in the Company as on close of business hours on Friday, April 26, 2024 (cut-off date fixed for this purpose). Any person who is not a Member as on the said cut-off date should treat this Notice for information purpose only.

5. If a Member is already registered with CDSL for e-voting then he can use his existing user ID and password for casting his vote. If a Member forgot his password, he can reset his password by using “Forgot Password” option available on www.evotingindia.com.

6. The remote e-voting period begins at 10:00 a.m. on Saturday, May 18, 2024 and ends on Monday, May 20, 2024 at 5:00 p.m. During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Friday, April 26, 2024, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be able to change it subsequently or cast the vote again. The Members desiring to vote through remote e-voting are requested to refer Note No. 17 as given herein below.

7. The facility for e-voting shall also be made available during the Meeting and the Members attending the Meeting, whose names are recorded in the Register of Members as on the close of business hours on Friday, April 26, 2024 (hereinafter referred to as ‘cut-off date’) and who have not cast their vote through remote e-voting, shall be eligible to vote during the Meeting. Their voting rights shall be reckoned in proportion to the equity shares held by the Member in the Company as on the cut-off date. In case of joint holder(s) attending the Meeting, only such joint holder, who is higher in order of names, will be entitled to vote. The Members desiring to participate in e-voting during the Meeting are requested to refer Note No. 17 as given herein below.

8. The facility for joining the Meeting through VC facility will be enabled 30 (Thirty) minutes before the scheduled start-time of the Meeting by following the procedure mentioned in this Notice and will be available for Members on first-come-first-serve basis. Members may note that the VC facility allows participation of at least 1,000 Members on a first-come-first-serve basis. However, large Members (i.e. Members holding 2% or more shareholding), Promoter, Institutional Investors, Directors, Key Managerial Personnel, Chairman / Chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. are allowed to attend the Meeting without any restriction on account of first-come-first-serve basis. The Members desiring to attend the Meeting are requested to refer Note No. 17 as given herein below.

9. Members are requested to follow the instructions given herein below for remote e-voting as well as for participating in the Meeting through VC and e-voting during the Meeting.

Instructions for Remote E-Voting:

• i. Log on to the e-voting website www.evotingindia.com during the voting period.

• ii. Click on “SHAREHOLDERS/MEMBERS” tab

• iii. Now Enter your User ID.

For CDSL: 16 digits beneficiary ID; For NSDL: 8 Character DP ID followed by 8 Digits Client ID;

For Physical Form: Members should enter Folio Number registered with the Company.

• iv. Next enter the Image Verification as displayed and Click on Login.

• v. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any company, then your existing password is to be used.

• vi. If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form (other than Individuals) and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Date of Birth (DOB) demat account or in the Company’s records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• vii. After entering these details appropriately, click on “SUBMIT” tab.

• viii. Members holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• x.

• Click on the EVSN relevant for Rajdarshan Industries Limited.

• xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xiii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

General Guidelines for Non-Individual Members and Custodians:

• Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delink in case of any wrong mapping.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Institutional / Corporate Members (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of their Board of Directors or governing body resolution/authorization, etc., authorising their representative to attend the Meeting through VC on their behalf and to vote through e-voting. The said resolution/ authorization is required to be sent to the Scrutinizer by e-mail at compliancerjac@gmail.com through their registered e-mail address, with a copy marked to info@rajdarshanindustrieslimited.com

Remote e-voting instructions for individual Members holding shares in demat mode:

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Type of Login Method
Members
Individual Users who have opted for Easi/Easiest
Members
a. Members, can login through their existing user id and password. Option
holding
will be made available to reach e-Voting page without any further
securities in
authentication. The users to login to Easi / Easiest are requested to visit
Demat mode
CDSL website www.cdslindia.com and click on login icon & New System
with CDSL Myeasi Tab.
b. After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the e-Voting is in progress as per the
information provided by company. On clicking the e-Voting 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 and voting during the meeting. Additionally, there are 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.
Option to register is available at CDSL website www.cdslindia.com and click on
login and 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 from a e-Voting link available on www.cdslindia.com
home page. The system will authenticate the user by sending OTP on registered
Mobile and 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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Users registered for NSDL IDeAS facility
Individual i. Open web browser by typing the URL: https://eservices.nsdl.com either on
Members a Personal Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which is
holding
available under ‘IDeAS’ section.
securities in
demat mode
ii. A new screen will open. You will have to enter your User ID and Password.
with NSDL After successful authentication, you will be able to see e-Voting services.
iii. 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
name and you will be re-directed to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining virtual
meeting and voting during the meeting.
Users not registered for IDeAS e-Services:
If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
(i) Visit the e-Voting website of NSDL. After successfully registering on IDeAS,
open web browser
by typing the 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.
(ii) 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.
(iii) Click on company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting and voting during the meeting.
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding Successful login, you will be able to see e-Voting option.
securities in
demat mode) Once you click on e-Voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see e-Voting
login through
feature.
their
Depository
Click on company name or e-Voting service provider name and you will be
Participants
redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
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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

Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL may reach out to below Helpdesk

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk mode with NSDL by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-4886 7000 and 022-2499 7000

INSTRUCTIONS FOR PARTICIPATION AT THE MEETING THROUGH VC AND E-VOTING DURING THE MEETING:

• a. Members who wish to attend the Meeting through VC and/or carryout e-voting during the Meeting are requested to follow the steps enumerated under (I) above for login to the CDSL e-voting system.

• b. After login, click on the ‘VC / OAVM’ link appearing against the Electronic Voting Sequence Number (‘EVSN’) of Rajdarshan Industries Limited to attend the Meeting.

• c. The Members who have cast their vote through remote e-voting prior to the Meeting may also attend the Meeting through VC.

• d. In case any Member, who had voted through remote e-voting, casts his vote again at the e-voting provided during the Meeting, then the votes cast during the Meeting shall be considered as invalid.

• e. Members are requested to join the proceedings of the Meeting through desktops/laptop/IPad with highspeed internet connectivity for better experience and smooth participation. Further, Members are required to allow camera for seamless participation during the Meeting.

• f. Please note that participants connecting from mobile devices (smart phones) or tablets, or through laptop using mobile hotspot may experience audio/video loss due to fluctuation in their respective internet band width connection / network. It is therefore recommended to use a stable Wi-Fi or LAN connection to mitigate any kind of aforementioned glitches.

• g. Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker and send their request mentioning their name, demat account number/ folio number, e-mail addresses, mobile number at Company’s e-mail addresses: info@rajdarshanindustrieslimited.com. Only those Members who have registered themselves as a “SPEAKER” at least 7 (seven) days in advance will be allowed to express their views / ask questions during the Meeting. The Company reserves the right to limit the number of Members asking questions and/or restrict the time for speaking at the Meeting.

• h. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• i. If any votes are cast by a Member through the e-voting available during the Meeting and if the said Member has not participated in the Meeting through VC facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the Meeting is available only to the Members attending the Meeting.

• j. Members who need any technical assistance or support before or during the Meeting are requested to write to CDSL at helpdesk.evoting@cdslindia.com or contact them at toll-free free no.: 1800 22 55 33.

PROCESS FOR THOSE MEMBERS WHOSE E-MAIL ADDRESSES ARE NOT REGISTERED WITH THE COMPANY OR RTA OR DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• a. For Members holding shares in physical mode - Please provide necessary details like Folio No., Name of Member, 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 e-mail to the Company or to its RTA along with duly filled form ISR-1 (Refer Note No. 6 stated hereinabove).

• b. For Non-Individual Members holding shares in demat mode - Please update your e-mail id & mobile no. with your respective Depository Participant (DP).

• c. For Individual Members holding shares in demat mode - Please update your e-mail id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining the VC through Depository.

• d. In case you have any grievances, queries or issues regarding attending the Meeting through VC, e-voting from the CDSL e-voting System, you may write an e-mail to helpdesk.evoting@cdslindia.com or contact at toll free no.: 1800 22 55 33 or may write/contact to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or may contact Mr. Rajesh K. Shah, Company Secretary at Rajdarshan Industries Limited, 59, Moti Magri Scheme, Udaipur -313001 e-mail: info@rajdarshanindustrieslimited.com

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013)

The following Statement pursuant to Section 102 of the Companies Act, 2013, sets out all material facts relating to the businesses mentioned in the accompanying Notice.

To appoint the Statutory Auditors of the Company and to fix their remuneration to fill casual vacancy:

The members may be informed that M/s L.S. Kothari & Co., Chartered Accountants, (Firm Registration No.001450C), Statutory Auditor of the Company have tendered their resignation from the position of Statutory Auditor due to ongoing health concern and other pre occupation, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Act. The Casual vacancy caused by the resignation of auditor can only be filled up by the Company in the General Meeting.

The Board of Directors in the Board Meeting held on 27[th] April, 2024 on the recommendation of the Audit Committee (‘the Committee’), recommended for the approval of the Members the appointment of M/s. Ajay Paliwal & Co. Chartered Accountants (Firm Registration Number: 012345C), as the Statutory Auditors of the Company for the financial year 2023-2024 to fill the casual vacancy caused by the resignation of M/s. L.S. Kothari & Co., till the conclusion of ensuing Annual General Meeting.

The Committee considered various parameters and found M/s. Ajay Paliwal & Co., Chartered Accountants (Firm Registration Number: 012345C) to be best suited to handle the audit of the financial statements of the Company. M/s. Ajay Paliwal & Co, Chartered Accountants (Firm Registration Number: 012345C) have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

Brief profile / credentials of M/s. Ajay Paliwal & Co., Chartered Accountants (Firm Registration Number: 012345C):

M/s Ajay Paliwal & Co., Chartered Accountants, is a CA firm based at Udaipur. The firm is engaged in providing consultancy and professional services and they have expertise in Taxation, regulatory matters, corporate compliances and other related matters.

None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution. This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

The Board of Directors recommends the ordinary resolution set out in notice for your approval.