Ram Ratna Wires Ltd. — Proxy Solicitation & Information Statement 2025

Jan 2, 2025

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2[nd] January, 2025

BSE Limited

Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

National Stock Exchange of India Limited Exchange Plaza, Plot No. C-1, Block G, Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051

Scrip Code: 522281

Symbol: RAMRAT

Sub.: Postal Ballot Notice – Disclosure under Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Dear Sir/Madam,

Pursuant to Regulation 30 of the Listing Regulations, we enclose herewith Postal Ballot Notice dated 23 December 2024 along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 (‘'Act'’) read with the Listing Regulations, for seeking approval of Members of the Company through electronic voting (remote e-voting) in relation to following special resolutions:

Sr. No.	Description of Special Resolutions
1.	To consider and approve the enhancement in limits under section 180(1)(a) of the Companies Act,2013.
2.	To consider and approve enhancement in the borrowing limits of the Company under section 180(1)(c)of the Companies Act,2013.
3.	To consider and approve granting of Loan or Guarantee or providing Security in connection with any Loan to be taken by Epavo Electricals Private Limited upto amount of Rs 20 Crores.

In accordance with the applicable laws and various circulars issued by the Ministry of Corporate Affairs, the said Postal Ballot Notice is being sent only through electronic mode to all the members whose names appear in the Register of Members/Register of Beneficial Owners and whose e-mail address is registered with the Company/Registrar and Transfer Agent/Depository Participants/Depositories as on Friday, 27[th] December, 2024 (Cut-off Date”) . The Members whose e-mail id is not registered with the Company/Depositories, to receive the Notice, may register their e-mail id with Datamatics Business Solutions Limited, the Company’s Registrar and Share Transfer Agent, in the manner as provided in the enclosed Notice.

In accordance with the MCA Circulars, Members can vote only through remote e-voting and the requirement of sending physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes has been dispensed with.

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In this connection, the Company has engaged the services of National Securities Depository Limited (‘NSDL’) as the agency to provide e-voting facility to enable the Members to cast their votes electronically. The remote e-voting facility will be available during the following period;

Commencement of e-voting	09:00 a.m.(IST) on Saturday, 4th January, 2025
End of e-voting	05:00p.m.(IST) on Sunday, 2ndFebruary, 2025

The results of the Postal Ballot will be announced on or before Tuesday, 4[th] February, 2025.

The Postal Ballot Notice is also available on the Company’s website at www.rrshramik.com as well as on the website of NSDL at www.evoting.nsdl.com.

You are requested to kindly take on record the same.

Thanking you,

Yours faithfully,

For Ram Ratna Wires Limited

SAURAB Digitally signed by SAURABH GUPTA H GUPTA Date: 2025.01.02 12:29:20 +05'30' Saurabh Gupta AGM - Company Secretary M. No.: A53006

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RAM RATNA WIRES LIMITED CIN: L31300MH1992PLC067802

Regd. Office: Ram Ratna House, Victoriamill Compound (Utopia City), Pandurang Budhkar Marg, Worli, Mumbai - 400 013. Tel: +91 - 22 - 2494 9009/2492 4144

Website: www.rrshramik.com Email: investorrelations.rrwl@rrglobal.com

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015].

Dear Member(s),

NOTICE is hereby given that pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, (“the Rules”), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/conducting postal ballot process through e-Voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, 09/2024 dated 19 September, 2024 (collectively the ”MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable provisions, of the Act, rules, regulations, circulars and notifications (including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force), the resolutions, as set out hereunder, are proposed for approval of the Members of Ram Ratna Wires Limited (“the Company” or “RRWL”), by way of Postal Ballot only through remote e-voting i.e. voting through electronic means (“remote e-Voting”).

The Explanatory Statement pursuant to Section 102 read with the Rules and other applicable provisions, if any, of the Act pertaining to the said resolutions setting out the material facts concerning and the reasons thereof is annexed to this Postal Ballot Notice for your consideration.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the manner of voting on the proposed resolutions is restricted only to remote e-voting i.e. by casting votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-Voting facility to its Members. The instructions for remote e-Voting are appended to this Notice. The Notice is also available on the website of the Company https://www.rrshramik.com/, on the website of Stock Exchanges i.e. BSE Limited (BSE) at www.bseindia.com and National Stock Exchange of India Limited (NSE) at www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

The remote e-voting facility will be available during the following period:

Voting Starts on	Voting ends on
Saturday,04thJanuary2025 at 09:00 a.m.(IST)	Sunday,02ndFebruary,2025 at 05:00p.m.(IST)

Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) only through the remote e-Voting process not later than 05:00 p.m. (IST) on Sunday, 02[nd] February, 2025. The remote e-Voting facility will be disabled by NSDL immediately thereafter.

The Board has appointed Mrs. Bhooma Kannan, (Membership No. F7412) Partner, M/s. Khanna & Co., Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot through Remote e-Voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder.

After completion of scrutiny of the votes, the Scrutinizer will submit her Report to the Chairman of the Company, or any person authorized by the Chairman. The Scrutinizer’s decision on the validity of the e-voting shall be final and binding. The results of the voting conducted through Postal Ballot (through the remote e-Voting process) along with the Scrutinizer’s Report will be announced by the Chairman or such person as authorized, on or before 04[th] February, 2025. The same will be placed on the website of the Company at https://www.rrshramik.com/, the website of NSDL at www.evoting.nsdl.com and also shall be communicated to the Stock Exchanges i.e. BSE and NSE, where the Company’s equity shares are listed for placing the same on their respective websites. The Company will also display the results of the Postal Ballot at its Registered Office. The resolutions, if approved, will be deemed to have been duly passed on the last date specified for e-voting, i.e., Sunday, 02[nd] February, 2025.

Special Businesses:

1. To consider and approve the enhancement in limits under section 180(1)(a) of the Companies Act, 2013 and, if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT in supersession of all the earlier resolutions passed in this regard, and pursuant to the provisions of section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactments thereof) read with the applicable provisions of the Memorandum and Articles of Association of the Company, the approval of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the " Board ", which term shall be deemed to include, unless the context otherwise required, any Committee of the Board of Directors), to mortgage, pledge, hypothecate and / or create charge in addition to the existing mortgage, pledge, hypothecation, charges created by the Company, on all or any of the immovable / movable properties of the Company, wheresoever situated, present and future, and the whole or substantially the whole of the undertaking/s of the Company, and in such manner as the Board may deem fit, together with power to take over substantial assets or management of the business and concern of the Company in certain events, to or in favour of the consortium of banks financing the working capital requirements of the Company and / or any other financial institutions / investment institutions / banks or their Agent/s or Trustee/s, if any from whom financial assistances are / would be availed by the Company to secure amounts lent and advanced / agreed to be lent and advanced to the Company by them either severally or jointly up to a limit of Rs 1,200 crores (Rupees Twelve Hundred Crores only) (enhanced from the existing limit of Rs. 450 crore) by way of loan (Foreign Currency or Rupee), subscription to debentures, any other instruments etc., together with interest thereon at the respective agreed rates, compound interest, additional interest, commitment charges, guarantee commission, remuneration payable to the Trustees, if any, costs, charges, expenses and other monies payable to all such financial institutions / investment institutions / banks, etc. in respect of financial assistance availed / to be availed from them or to the Trustees.

RESOLVED FURTHER THAT the charge / mortgage in favour of the consortium of banks / financial institutions / investment institutions / banks, etc. as aforesaid shall rank pari-passu or subordinate or subservient to the existing or future charges already created / to be created in favour of the consortium of banks / financial institutions / investments institutions / Debenture Trustees / banks / any other authority as may be decided by the Board in consultation with the said lenders.

RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise with the lenders, the debenture-holders, their Agents or Trustees, the deeds and documents for creating the aforesaid mortgage and/ or charge and to do all such acts and things as may be necessary for giving effect to the aforesaid resolution.

RESOLVED FURTHER THAT Shri Tribhuvanprasad Rameshwarlal Kabra, Chairman, and/or Shri Mahendrakumar Rameshwarlal Kabra, Managing Director, and/or Shri Hemant Mahendrakumar Kabra, President & CFO (Executive Director), and/or Shri Saurabh Gupta, AGM - Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to take such actions and do all such things as may be necessary and desirable to give effect to this resolution."

2. To consider and approve enhancement in Borrowing limits of the Company under section 180(1)(c) of the Companies Act, 2013 and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of all the earlier resolutions passed in this regard, pursuant to the provisions of section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"] and the rules made thereunder (including any statutory modifications or re-enactments thereof), read with the applicable provisions of the Memorandum of Association and the Articles of Association of the Company, the approval of shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the " Board ", which term shall be deemed to include, unless the context otherwise required, any Committee of the Board of Directors) to borrow, from time to time, any sum or sums of money [including non-fund based banking facilities], in any currency, whether Indian or foreign, as may be required for the business of the Company, from one or more Banks, Financial Institutions and other persons, firms, bodies corporate, whether in India or abroad, with or without security, notwithstanding that the monies so borrowed together with the monies already borrowed [apart from temporary loans obtained from the Company's Bankers in the ordinary course of business] may at any time exceed the aggregate of the paid up Capital of the Company and its Free Reserves [reserves not set apart for any specific purpose] provided that the total amount that may be borrowed by the Board and outstanding at any point of time, shall not exceed the sum of Rs 1,200 crores (Rupees Twelve Hundred Crores only) (enhanced from the earlier approved limit of Rs. 450 crores), over and above the aggregate of the paid-up capital and its free reserves at any time and the Board be and is hereby authorized to decide all the terms and conditions in relation to such borrowing, at their absolute discretion and to do all such acts, deeds and things and to execute all such documents, instruments and writings as may be required."

3. To consider and approve granting of Loan or Guarantee or providing Security in connection with any Loan to be taken by Epavo Electricals Private Limited upto amount of Rs 20 Crores and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the " Board ", which term shall be deemed to include, unless the context otherwise required, any Committee of the Board or any Director(s) or Officer(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the " Loan ") to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan to be taken by Epavo Electricals Private Limited (“ EPAVO ”), in whom the Director of the Company, either directly or indirectly, are interested, up to an amount not exceeding in aggregate Rs. 20 Crores (Rupees Twenty Crore only) at any time, provided that such loan is to be utilized by EPAVO for its principal business activities only.

RESOLVED FURTHER THAT Shri Tribhuvanprasad Rameshwarlal Kabra, Chairman, and/or Shri Mahendrakumar Rameshwarlal Kabra, Managing Director, and/or Shri Hemant Mahendrakumar Kabra, President & CFO (Executive Director), and/or Shri Saurabh Gupta, AGM - Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to take such actions and do all such things as may be necessary and desirable to give effect to this resolution."

By order of the Board of Directors Ram Ratna Wires Limited

Sd/-

Saurabh Gupta AGM - Company Secretary M. No. A53006

Place: Silvassa Date: 23[rd] December, 2024

REGISTERED OFFICE:

Ram Ratna House, Victoriamill Compound

Pandurang Budhkar Marg, Worli, Mumbai - 400 013, Maharashtra, India CIN: L31300MH1992PLC067802

E-MAIL: investorrelations.rrwl@rrglobal.com Website: www.rrshramik.com

Notes:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules, stating all material facts and reasons/rationale in respect of the proposed Resolutions of the Postal Ballot Notice are appended herein and forms part of this Notice.

2. In compliance with the MCA Circulars and provisions of the Act read with rules made thereunder, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / list of Beneficial Owners, as received from the Depositories / Datamatics Business Solutions Limited, the Company’s Registrar and Transfer Agent (RTA) as on Friday, 27[th] December, 2024 (i.e. Cut-off date ), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its RTA as on the Cut-off date and accordingly the Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Any person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purpose only.

In accordance with the MCA Circulars, the Company has made necessary arrangements to enable the members to register their e-mail address. Those members who have not yet registered their e-mail address, are requested to register the same by following the procedure set out in note no. 7 hereunder.

1. A copy of the Postal Ballot Notice is available on the website of the Company at https://www.rrshramik.com/, website of the stock exchanges, i.e. BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

2. The voting rights shall be in proportion to their shares of the paid-up equity share capital of the Company as on the Cut-off date. Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of remote e-Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-Voting process. A Member cannot exercise his vote by proxy on Postal Ballot. The detailed procedure with respect to remote e-Voting is mentioned in note no. 9 hereunder.

3. Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Postal Ballot Notice.

4. The remote e-voting shall commence on Saturday, 4[th] December, 2025 (09:00 a.m.) (IST) and shall end on Sunday, 2[nd] February, 2025 (upto 05:00 p.m.) (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. No voting shall be allowed beyond 05:00 p.m. (IST) on Sunday, 2[nd] February, 2025. During this period, Members of the Company holding shares in physical or dematerialized form as on the cut-off date may cast their vote electronically. Once a vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

5. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses and Mobile No. by submitting form ISR-1 with Datamatics Business Solutions Limited, RTA of the Company at investorsqry@datamaticsbpm.com or send at their Address, Plot No. B-5, Part B Cross Lane, MIDC, Andheri East, Mumbai - 400 093, alongwith self-attested copy of Pan Card and copy of Share Certificate along with the copy of the signed request letter mentioning the name and address of the Member, and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e- mail address, Members may write to investorsqry@datamaticsbpm.com or investorrelations.rrwl@rrglobal.com.

6. All relevant documents referred to in the explanatory statement are available electronically for inspection to Members from the date of circulation of the Postal Ballot Notice up to the closure of the e-voting period. Members seeking to inspect such documents can send an e- mail to investorrelations.rrwl@rrglobal.com from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

9. The instructions for Members for remote e-voting are as under:

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 for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9[th] December, 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:

below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 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. 2. 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 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of

NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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. 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 websitewww.cdslindia.com and click on 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.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the 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.

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.com or 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.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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

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 use 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.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

• 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.com 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.

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

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

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

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

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

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

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bhooma@khanna-cs.com with a copy marked to evoting@nsdl.com. 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 "eVoting" 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 or send a request to Ms. Prajakta Pawale at evoting@nsdl.com.

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 evoting@nsdl.com along with investorrelations.rrwl@rrglobal.com.

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refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. In terms of SEBI circular dated 9[th] December, 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.

By order of the Board of Directors Ram Ratna Wires Limited

Sd/-

Saurabh Gupta AGM - Company Secretary M. No. A53006

Place: Silvassa Date: 23[rd] December, 2024

REGISTERED OFFICE:

Ram Ratna House, Victoriamill Compound

Pandurang Budhkar Marg, Worli, Mumbai - 400 013, Maharashtra, India CIN: L31300MH1992PLC067802

E-MAIL: investorrelations.rrwl@rrglobal.com Website: www.rrshramik.com

Explanatory Statement

(pursuant to Sections 102(1) and 110 of the Companies Act, 2013)

Item No. 1

The Members of the Company, through a postal ballot conducted on November 14, 2017, in accordance with Section 110 of the Companies Act, 2013, had authorized the Board of Directors (the "Board") to create security on the Company's immovable/movable assets for borrowings up to a maximum limit of Rs. 450 Crores (Rupees Four Hundred Fifty Crores only).

However, in view of the Company's ongoing growth and expansion plans at Bhiwadi, it is imperative to enhance the abovementioned limit to secure additional funding from Bank/Financial institutions for the continued development of the business. Therefore, it is considered desirable to increase the existing limits from Rs. 450 Crores (Rupees Four Hundred Fifty Crores only) to Rs. 1,200 Crores (Rupees Twelve Hundred Crores only) under the provisions of Section 180(1) (a) of the Companies Act, 2013 (the “Act”), and the rules made thereunder.

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned with or interested, financially or otherwise, in the said resolution except to the extent of their shareholding, if any, in the Company.

The Board recommends the special resolution set out in Item No. 1 of this Notice for the approval of Members.

Item No. 2

The Members of the Company, through a postal ballot conducted on November 14, 2017, in accordance with Section 110 of the Companies Act, 2013, had authorized the Board of Directors (the "Board") to borrow money(ies) on behalf of the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) for a sum not exceeding Rs. 450 Crores (Rupees Four Hundred Fifty Crores only), over and above the aggregate of the paid-up capital and its free reserves at any time.

However, due to the Company's ongoing expansion plans and the need for additional financial resources to support future growth, including capital expenditure, and strategic business initiatives, it is considered desirable to increase the existing Borrowing limits from Rs. 450 Crores (Rupees Four Hundred Fifty Crores only) to Rs. 1,200 Crores (Rupees Twelve Hundred Crores only), over and above the aggregate of the paid-up capital and its free reserves at any time under the provisions of Section 180(1) (c) of the Companies Act, 2013 (the “Act”) and the rules made thereunder.

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned with or interested, financially or otherwise, in the said resolution except to the extent of their shareholding, if any, in the Company.

The Board recommends the special resolution set out in Item No. 2 of this Notice for the approval of Members.

Item No. 3

The Company may need to extend financial support for the proposed business expansion plans of Epavo Electricals Private Limited (“EPAVO”), a joint venture between the Company and Epack Durable Limited (“EPACK”). EPAVO requires additional funds to meet capital and operational expenditure and other business requirements. As per the terms of the joint venture agreement, both partners are obligated to infuse additional funds in proportion to their respective shareholding. Accordingly, the Company will be required to contribute an amount of up to ₹20 Crores (Rupees Twenty Crores only).

Section 185 of the Companies Act, 2013 further provides that a Company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the Director(s) of the Company is interested subject to the approval of the Members of the Company by way of a special resolution and that the loans are utilized by the borrowing Company for its principal business activities.

Accordingly, the Board of Directors seek consent of the Members by way of a Special Resolution pursuant to Section 185 of the Act (as amended by the Companies (Amendment) Act, 2017) for advancing loan(s) or providing guarantee or security in connection with any loan(s) to be taken by EPAVO, in which the Director(s) of the Company, either directly or indirectly, are interested, for the purpose of EPAVO’s principal business activities.. The Members are further informed that the said proposal has also been recommended by the Audit Committee of the Company.

The Members may note that Board of Directors would carefully evaluate proposals and provide such loan, guarantee or security through deployment of funds out of internal resources/accruals and/or any other appropriate sources, from time to time, only for principal business activities of EPAVO.

Shri Mahendrakumar Rameshwarlal Kabra, Director of the Company, also serves as a Director on the Board of EPAVO, and he along with his relatives may be deemed to be interested in the proposed resolution. None of the other Directors, Key Managerial Personnel, or their relatives have any interest, financial or otherwise, in the proposed resolution, except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company recommends the resolution set out at Item No. 3 of this Postal Ballot Notice for approval of the Members as a Special Resolution.

By order of the Board of Directors

Ram Ratna Wires Limited

Sd/Saurabh Gupta AGM- Company Secretary M. No. A53006

Place: Silvassa Date: 23[rd] December, 2024

REGISTERED OFFICE:

Ram Ratna House, Victoriamill Compound Pandurang Budhkar Marg, Worli, Mumbai - 400 013, Maharashtra, India CIN: L31300MH1992PLC067802

E-MAIL: investorrelations.rrwl@rrglobal.com Website: www.rrshramik.com