Rajdarshan Industries Ltd. - Proxy Solicitation & Information Statement 2025

RAJDARSHAN INDUSTRIES LIMITED

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

E-Mail: [email protected] CIN:L14100RJ1980PLC002145 Website: www.rajdarshanindustrieslimited.com

03 May, 2025

	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

Sub: Notice convening Extra Ordinary General Meeting

Dear Sir,

We are enclosing herewith a copy of the Notice dated May 03, 2025 convening an Extra Ordinary General Meeting Meeting of the Company to be held through Video Conferencing / Other Audio Visual Means on Saturday, May 31, 2025 at 11.30 a.m.

The same is also be available at the website of the Company at www.rajdarshanindustries.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

Thanking you,

Sincerely

For Rajdarshan Industries Limited

Digitally signed by KALP SHREE KALP SHREE VAYA VAYA Date: 2025.05.05 13:51:51 +05'30' Kalp Shree Vaya Company Secretary

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

NOTICE

Notice is hereby given that an Extra-Ordinary General Meeting (EGM/2025-2026/01) of the Members of Rajdarshan Industries Limited (hereinafter referred to as ‘the Company’) will be held on Saturday, May 31, 2025 at 11:30 A.M. through Video Conferencing / Other Audio Visual Means to transact the following business:

Special Business:

1. To appoint Ms. Swati Yadav (DIN: 06572438) as an Independent Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT Ms. Swati Yadav (DIN: 06572438), who was appointed as an Additional Director (Non– Executive Independent) of the Company, with effect from March 01, 2025 by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in terms of Section 161 of the Companies Act,2013(“Act”) read with Articles of Association of the Company, who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Shareholder under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Associations of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, approval of Shareholders of the Company be and is hereby accorded for appointment of Ms. Swati Yadav (DIN: 06572438), who has been appointed as an Additional Director under the category of Non-Executive Independent Director and who meets the criteria for Independence under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (Five) years, with effect from March 01, 2025 to February 28, 2030.

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 Limited

Kalp Shree Vaya Udaipur, May 03, 2025 Company Secretary

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

Notes:

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.
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 2025 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.
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.
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.
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-PoD-2/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.rajdarshanindustries.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

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.
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: [email protected]. Only those Members who have registered themselves as a “SPEAKER” at least 7 (seven) days in advance will be allowed to express their

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

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.

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.
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. Saturday, May 31, 2025.
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.
Details of the Director proposed to be 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.
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 Saturday, May 24, 2025 (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.
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.
The remote e-voting period begins at 09:00 a.m. on Wednesday, May 28, 2025 and ends on Friday, May 30, 2025 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. Saturday, May 24, 2025, 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.
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 Saturday, May 24, 2025 (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.

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

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.
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:

a. Log on to the e-voting website www.evotingindia.com during the voting period.
b. Click on “SHAREHOLDERS/MEMBERS” tab c. 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.

d. Next enter the Image Verification as displayed and Click on Login.
e. 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.
f. 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.

g. After entering these details appropriately, click on “SUBMIT” tab.
h. 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.
i. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
j. Click on the EVSN relevant for Rajdarshan Industries Limited.
k. 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.
l. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
m. 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.
n. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
o. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
p. 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.

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

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 [email protected].
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 [email protected] through their registered e-mail address, with a copy marked to [email protected]

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

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Type of Members Login Method
Individual Members Users who have opted for Easi/Easiest
holding securities in
Demat mode with a. Members, can login through their existing user id and password. Option will be made available
CDSL to reach e-Voting page without any further authentication. The users to login to Easi / Easiest
are requested to visit CDSL website www.cdslindia.com and click on login icon & New
System 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.
If the user is not registered for Easi/Easiest, 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.
Users registered for NSDL IDeAS facility
Individual Members i. Open web browser by typing the URL: https://eservices.nsdl.com either on a Personal
holding securities in Computer or on a mobile. Once the home page of e-Services is launched, click on the
demat mode with “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.
NSDL
ii. A new screen will open. You will have to enter your User ID and Password. 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
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Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

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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 Depository Participant
Shareholders registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-
(holding securities Voting option.
in demat mode)
login through their Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
Depository successful authentication, wherein you can see e-Voting feature.
Participants
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 &
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 [email protected] 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 [email protected] 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 high-speed 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: [email protected]. 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.

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

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 [email protected] 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 [email protected] 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: [email protected]

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

The following Explanatory Statement sets out the material facts relating to the business under item Nos. 1 of the accompanying notice dated May 03, 2025

Item No.1 Appointment of Ms. Swati Yadav (DIN: 06572438), as an Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of the Nomination & Remuneration Committee, appointed Ms. Swati Yadav (DIN: 06572438) as an Additional Director under the category of Non- Executive Independent Director for a term of 5 (Five) years, with effect from March 01, 2025 to February 28, 2030, not liable to retire by rotation, subject to the approval of shareholders.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Swati Yadav (DIN: 06572438) will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1C) of the Listing Regulations, the Company is required to obtain approval of shareholders for the appointment of a new Director at the next general meeting or within a time period of 3 (Three) months from the date of appointment, whichever is earlier. Accordingly, the Board has decided to seek approval of the same from the Shareholders through Extra Ordinary General Meeting under Section 110 of the Companies Act, 2013 (the “Act”).

Ms. Swati Yadav is not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Company has received the consent and requisite declarations as per the provisions of the Act and SEBI Listing Regulations including the declaration that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of SEBI Listing Regulations, She has also confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. Further, she is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority.

The Company has received notice under Section 160 of the Act from a member signifying intention to propose the candidature of Ms. Swati Yadav as an Independent Director of the Company.

Ms. Swati Yadav is member of the Institute of Chartered Accountants of India and holds M.B.A. degree in Finance. She possesses experience in the field of Finance, audit, Taxation and Due Diligence. She has the required skills, knowledge, and experience as identified by the Board and his induction on Company’s Board will immensely benefit the Company. Further, Ms. Swati Yadav possesses the integrity, expertise, experience and proficiency for appointment as an Independent Director and is a person of high integrity.

Considering her expertise and knowledge, the Board considers that the appointment of Ms. Swati Yadav as an Independent Director of the Company will be in the interest of the Company, and hence, it recommends appointment of Ms. Swati Yadav as an Independent Director of the Company, not liable to retire by rotation, for a term commencing from March 01, 2025 till the conclusion of Five years i.e. February 28, 2030. Accordingly, the Board recommends the resolution as set out at Item No. 1 of this Notice for approval of the Members of the Company as a Special Resolution.

Except Ms. Swati Yadav, being the appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out.

Rajdarshan Industries Limited

CIN: L14101RJ1989PLC004903, Web: www.rajdarshanindustrieslimited.com, Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Email: [email protected], Tel: ( 0294) 2427999

Annexure

(For Item Nos. 1 of the Notice)

Details of the Directors seeking appointment pursuant to the Listing Regulations and Secretarial Standard - 2 issued on General Meetings are given below:

Name	Ms. Swati Yadav
DIN	06572438
Date of Birth	27-05-1982
Date of first appointment in the current designation	01-03-2025
Qualification	Chartered Accountant,M.B.A.(Finance)
Expertise	Finance,audit,Taxation and Due Diligence
Number of Board Meetings attended as Director duringtheyear	None
Board Memberships of other Companies as on March 31,2025	None
Chairmanship(s)/Membership(s) of Committees of other Companies as on March 31, 2025	None
Name of listed entities from which the person has resigned in the past three years	Madhav Marbles and Granites Limited
Shareholdingin Companyas on March 31,2025	Nil
Relationship with other directors, manager and other Key Managerial Personnel of the Company	None
Terms and Conditions of appointment or re-appointment	Appointment as a Non-Executive Independent Director of the Company for a period of 5 (Five) consecutive years with effect from March 01, 2025 and shall not be liable to retire by rotation. Remuneration to be paid by way of sitting fee for attendingeach meetingof the Board of Directors.
Last drawn remuneration	Nil
In case of Independent Director, the skills and capabilities required for the role and the manner in which the proposed person meets such requirement	Key Skills:  Financial Management  Leadership and team management,  Business Analysis  Cost Control  Risk Assessment & Management  Corporate Compliances

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Rajdarshan Industries Ltd. Proxy Solicitation & Information Statement 2025

63744_rns_2025-05-05_628031fe-10ff-4ee5-87d4-c2ba81cab1b4.pdf

RAJDARSHAN INDUSTRIES LIMITED

Sub: Notice convening Extra Ordinary General Meeting

For Rajdarshan Industries Limited

Rajdarshan Industries Limited

NOTICE

Special Business:

Rajdarshan Industries Limited

Rajdarshan Industries Limited

Rajdarshan Industries Limited

Instructions for Remote E-Voting:

Rajdarshan Industries Limited

Rajdarshan Industries Limited

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

Rajdarshan Industries Limited

Rajdarshan Industries Limited

Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

Item No.1 Appointment of Ms. Swati Yadav (DIN: 06572438), as an Independent Director of the Company.

Rajdarshan Industries Limited

Annexure

AI assistant

Rajdarshan Industries Ltd. — Proxy Solicitation & Information Statement 2025

63744_rns_2025-05-05_628031fe-10ff-4ee5-87d4-c2ba81cab1b4.pdf

RAJDARSHAN INDUSTRIES LIMITED

Sub: Notice convening Extra Ordinary General Meeting

For Rajdarshan Industries Limited

Rajdarshan Industries Limited

NOTICE

Special Business:

Rajdarshan Industries Limited

Rajdarshan Industries Limited

Rajdarshan Industries Limited

Instructions for Remote E-Voting:

Rajdarshan Industries Limited

Rajdarshan Industries Limited

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

Rajdarshan Industries Limited

Rajdarshan Industries Limited

Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

Item No.1 Appointment of Ms. Swati Yadav (DIN: 06572438), as an Independent Director of the Company.

Rajdarshan Industries Limited

Annexure

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Rajdarshan Industries Ltd. Proxy Solicitation & Information Statement 2025