Ramgopal Polytex Ltd — AGM Information 2024

Sep 6, 2024

MANORAMA

ASHOK YADAV

Digitally signed by MANORAMA ASHOK YADAV DN: c=IN, st=Maharashtra, 2.5.4.20=55aa030088437dd4f0d369139498e67d30e6 c3edb8e957cbc6f8d7e94d4356cd, postalCode=401202, street=Thane, pseudonym=cb5fc20b1e1cd053926fac236d705c77, serialNumber=f2df173f66663f3de233c231f11df5614 d2942a8a5b9b4a2b6c40d85a13a287e, o=Personal, cn=MANORAMA ASHOK YADAV Date: 2024.09.06 20:12:18 +05'30'

Ramgopal Polytex Limited

NOTICE

NOTICE is hereby given that the 43rd (forty-third) Annual General Meeting of the Members of RAMGOPAL POLYTEX LIMITED will be held on Monday, September 30, 2024 at 2:00 p.m. IST through video conferencing (‘VC’) / other audio visual means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt Financial Statements and Reports:

2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2024 together with the Reports of the Board of Directors and the Auditors thereon.

3. To appoint Mr. Sanjay Jatia (DIN: 00913405) as a Director liable to retire by rotation:

To appoint a Director in place Mr. Sanjay Jatia (DIN: 00913405), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Re-appointment of Mr. Sanjay Jatia (DIN: 00913405) as Chairman & Managing Director

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

"RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee and approval of the Board at its meeting held on August 07, 2024 and in accordance with the provisions of Sections 196, 197, 198, 203 and any other applicable provisions of the Companies Act, 2013 ("Act") and the rules made there under, as amended from time to time, read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, as may be necessary, the consent of the Members of the Company be and is hereby accorded to re-appoint Mr. Sanjay Jatia (DIN: 00913405) as Chairman and Managing Director of the Company by making his office liable to retire by rotation for a period of 5 Years with effect from August 07, 2024 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting (including remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the period of 3 years from the date of his appointment), with liberty to the Board of Directors of the Company (hereinafter referred to as "the Board" (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary terms and conditions of the said re-appointment and / or agreement in such manner as may be agreed to between the Board of Directors and Mr. Sanjay Jatia.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

By Order of the Board of Directors For Ramgopal Polytex Limited

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Place: Mumbai

Date: August 07, 2024

Regd. Office:

Greentex Clearing House, B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302. CIN: L17110MH1981PLC024145 Tel: 22-61396800 Fax: 22-22851085 E-mail Id: rplcompliance@ramgopalpolytex.com Website: www.ramgopalpolytex.com

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NOTES:-

• a. Pursuant to General Circulars No. 14/2020 dated April 8, 2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021, No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022 and No. 10/ 2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (collectively referred to as 'MCA Circulars') and other relevant circulars issued by Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India (SEBI), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and the latest being 09/2023 dated September 25, 2023 (SEBI Circulars) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). In compliance with the applicable provisions of the Companies Act, 2013 (the Act), the Listing Regulations and MCA Circulars, the Company has decided to hold its 43rd Annual General Meeting ('AGM') through Video-Conference ("VC") or Other Audio Visual Means ("OAVM") without the physical presence of the members. The registered office of the Company shall be deemed to be the venue for the AGM.

• b. The Statement, pursuant to Section 102 of the Companies Act, 2013 with respect to Item No. 3 forms part of this Notice. Additional information, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings in respect of Directors seeking appointment/re-appointment at the Annual General Meeting is furnished as annexure to the Notice.

• c. The Company has engaged the services of Central Depository Services Limited (“CSDL”) as the Agency for providing e-Voting facility (remote e-Voting and voting at AGM) to the shareholders of the Company in order to cast their votes electronically in terms of the aforesaid MCA Circulars.

• d. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC/ OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

• e. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

• f. Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorizing its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at investor@ramgopalpolytex.com.

• g. Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the AGM as per Section 103 of the Companies Act, 2013 (“the Act”).

• h. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 24, 2024 to Monday, September 30, 2024 (both days inclusive) for the purpose of Annual General Meeting.

• i. The Notice, Directors’ Report, Auditors’ Report and Audited Financial Statement as at March 31, 2024 are enclosed.

• j. SEBI has vide its Notifications dated 8th June, 2018 and 30th November, 2018 mandated that securities of listed companies can be transferred only in dematerialized form from April 01, 2019. In view of the above and to avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form.

• k. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit their PAN details to the Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agents, office at S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai–400093.

• l. In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose E-mail address is registered with the Company/RTA/Depository Participants (“DPs”). Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website at www.ramgopalpolytex.com, website of the BSE Limited, Stock Exchanges at www.bseindia.com, No physical copy of the Notice and the Annual Report has been sent to Members who have not registered their E-mail addresses with the Company/DPs/Company’s Registrar & Transfer Agent (“RTA”), Bigshare Services Pvt. Ltd.

It is however clarified that, all 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 email addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.

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• m. Members whose E-mail ID is not registered and who wish to receive the Notice of the AGM, Annual Report and all other communications by the Company, from time to time may get their E-mail ID registered by submitting Form ISR-1 to Bigshare Services Pvt. Ltd at investor@bigshareonline.com or to the Company at investor@ramgopalpolytex.com However, for the shares held in demat form, Members are requested to write to their respective DPs.

• n. Members are requested to:

• a) Intimate to Bigshare Services Pvt. Ltd., changes, if any, in their registered/corporate addresses at an early date, in case of Shares held in physical form;

• b) Intimate to the respective Depository Participant, changes, if any, in their registered addresses at an early date, in case of Shares held in dematerialized form;

• c) Quote their folio numbers/Client ID/DP ID in all correspondence;

• d) Consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of names; and

• e) Register their Permanent Account Number (PAN) with their Depository Participants, in case of shares held in dematerialized form and Bigshare/Company, in case of Shares held in physical form, as directed by SEBI.

• o. Non-Resident Indian ("NRI") Members are requested to inform the Company or its RTA or to the concerned DPs, as the case may be, immediately: -

• a) The change in the residential status on return to India for permanent settlement, or

• b) The particulars of the NRE/NRO Account with a Bank in India, if not furnished earlier

• p. The Company’s equity shares are listed at BSE Limited (BSE) and The Calcutta Stock Exchange Association Limited (CSE) and the Company has paid the Annual Listing Fees to BSE for the Financial Year 2023-2024.

• q. Individual letters have been sent to all the Members holding shares of the Company in physical mode to enable them to furnish/ update their E-mail ID, Mobile Number, PAN and other KYC details through Form ISR-1, to furnish the Nomination as provided in Rules 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 through Form SH-13 or to opt out from giving the Nomination through Form ISR-3 and to change the Nomination through Form SH-14 pursuant to SEBI Circular No. SEBI/HO/ MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16 March 2023. The forms are also available on the website of the Company at www.ramgopalpolytex.com

• r. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTABM/P/CIR/2022/8 dated 25 January 2022 has mandated the listed companies to issue securities in demat only while processing service request i.e. issue of duplicate certificates, claim from unclaimed suspense account, renewal/exchange of securities certificates, sub-division/split and consolidation of securities certificate/folio, transmission, and transposition. Accordingly, Members are requested to make the mentioned service requests by submitting duly filled Form ISR-4 which is also available on the website of the Company at www.ramgopalpolytex.com

• s. Members desirous of obtaining any information with regards to this Notice are requested to write to the Company at least one week before the AGM to enable the Company to make available the required information at the AGM. The same will be replied by the Company suitably.

• t. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request/ questions in advance from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at investor@ramgopalpolytex.com / rplcompliance@ramgopalpolytex.com ten (10) days prior to the AGM. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM on -first in- first out basis. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• u. When a pre-registered speaker is invited to speak at the Meeting but does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.

• v. In case of joint holders attending the meeting, the joint holder who is higher in the order of name will be entitled to vote at the meeting.

• w. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member/Beneficial Owner as on the cutoff date i.e. Monday, September 23, 2024.

• x. The Notice of the 43rd AGM & the Annual Report for the financial year 2023-24 are also available on the Company’s website www.ramgopalpolytex.com. Relevant documents referred to in the accompanying Notice and the Statement under Section 102

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of the Companies Act 2013, are open for inspection by the Members at the Registered Office of the Company during normal business hours (10.00 a.m. to 4.00 p.m.) on all working days except (Saturdays).

• y. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with M/s. Bigshare Services Private Limited /Depositories or send a request to the Company for the same.

• z. a). Pursuant to Regulation 40 of Listing Regulations read with SEBI Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ 2021/655 dated 3rd November 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated 14th December 2021 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January 2022 as may be amended from time to time (“Investor Requests Circulars”), the Members holding shares in physical mode are requested to update their PAN, address with pin code, email address, mobile number, bank account details, specimen signature and nomination by holders of physical securities (‘KYC Details’) with M/s. Bigshare Services Private Limited (“RTA”) and/or the Company. Members holding shares in electronic form are requested to furnish details for change/updation of KYC Details to their respective Depository Participant.

• b). In order to update KYC Details, the Members are required to submit duly signed relevant forms ISR-1, ISR-2, ISR-3, ISR4, SH-13 and SH-14 as may be amended from time to time (“Forms”) along with required supporting documents as stated in the respective Forms, if any. The Forms are available on Company’s website at www.ramgopalpolytex.com

• c). The Members may submit the duly signed Forms in order to update their KYC Details through any one of the following modes for submission:

  • In Person Verification (IPV): by producing the originals to the authorised person of the RTA, who will retain copy(ies) of the document(s).

  • In hard copy: by furnishing self-attested photocopy(ies) of the relevant documents, with date.

• d). All the requests relating to issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/folios; transmission; transposition will be processed upon receipt of relevant documents alongwith requisite Forms on which RTA will issue Letter of Confirmation to the shareholder/claimant with a validity of 120 days, basis which the shareholder/ claimant has to dematerialise the shares in order to give effect to the requests. If shareholder/claimant fails to submit the demat request within the aforesaid period of 120 days from the date of Letter of Confirmation, RTA/ Company shall credit the securities to the suspense escrow demat account of the Company.

• e). In addition to aforesaid points, the Members are requested to follow the procedure mentioned in SEBI Circular Nos. SEBI/ HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/65 dated 18th May 2022 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25th May 2022 in case of transmission of shares and issue of duplicate share certificates, respectively.

• f). The folios wherein any one of the cited KYC Details are not available with the Company and/or RTA on or after 1st April 2023, shall be frozen as per the Investor Requests Circulars.

• g). If the folios continue to remain frozen as on 31st December 2025, the frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002.

Voting through electronic means

Process and manner for members opting for Remote e-voting are as under:

In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has engaged the services of CDSL to provide the facility of electronic voting (‘e-voting’) in respect of the Resolutions proposed at this AGM.

CDSL e-Voting System – For remote e-voting and e-voting during AGM and Joining Virtual Meeting(s)

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 02/2021 Dated January 13, 2021, 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

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

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

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

3. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Annual Report. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.ramgopalpolytex.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

5. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

6. In continuation of The Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 14/2020 dated 8th April 2020, Circular No. 17/ 2020 dated 13th April 2020, Circular No. 20/2020 dated 5th May 2020 and Circular No. 10/2022 dated 28th December 2022 (collectively referred to as ‘MCA Circulars’) and SEBI Circular No. SEBI/ HO/ CFD/CMD1/CIR/ P/2020/79 dated 12th May 2020 read with SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) permitted the holding of an Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circulars.

A. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on Friday, September 27, 2024 (9:00 a.m. IST) and ends on Sunday, September 29, 2024 (5:00 p.m. IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Monday, September 23, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the Meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e- voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in de-mat mode.

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• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 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.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) 2) 3) 4)	Users of who have opted for CDSL’s 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 URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on Login icon and select New System Myeasi. 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 & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers i.e. CDSL/ NSDL/KARVY/LINKINTIME, 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 & 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 No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directlyaccess the system of all e-votingService Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on 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 available under ‘IDeAS’ section. 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. 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 & voting during the meeting. 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 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 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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Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. 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 feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider’s website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

through Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any sending a request at no.: 1800 22 55 33	technical issue in login can contact CDSL helpdesk by helpdesk.evoting@cdslindia.comor contact at toll free
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.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in demat form & physical shareholders

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

• 5) 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.

• 6) If you are a first-time user follow the steps given below:

If you are a first-time user	follow the steps given below:
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders 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 OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company 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.

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

• iii) Shareholders 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

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Ramgopal Polytex Limited

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.

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

• v) Click on the EVSN of “Ramgopal Polytex Limited” on which you choose to vote.

• vi) 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.

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

• viii) 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.

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

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

• xi) 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.

• xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• xiii) Additional Facility for Non – Individual Shareholders and Custodians – Remote Voting only

• Non-Individual shareholders (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 should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• It is Mandatory that, 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.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investor@ramgopalpolytex.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

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

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

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

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

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 (Ten) days prior to meeting mentioning their name, demat account number/

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Ramgopal Polytex Limited

folio number, email id, mobile number at investor@ramgopalpolytex.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 (Ten) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investor@ramgopalpolytex.com. These queries will be replied to by the company suitably by email.

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

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

3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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 RTA email id at investor@bigshareonline.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-voting from the CDSL e-voting system, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed 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 send an email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800 22 55 33.

• B. The voting rights of the members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Monday, September 23, 2024.

• C. Ms. Uma Lodha, Proprietor of M/s. Uma Lodha & Co., Practicing Company Secretary (Membership No. 5363, COP No. 2593), has been appointed as Scrutinizer for scrutinizing the remote e-voting procedure in a fair and transparent manner.

• D. The scrutinizer after scrutinizing the votes cast at the meeting held through VC/OAVM facility and through remote e-voting will, not later than 2 working days of conclusion of the meeting make a consolidated Scrutinizer’s Report and submit the same to the Chairman or any other person authorised by him in writing, who shall countersign the same.

• E. The result declared along with the scrutinizer’s report shall be placed on the Company’s website and on the website of CDSL within 48 hours of passing of the resolutions at the Annual General Meeting of the Company and communicated to the Stock Exchanges, where the shares of the Company are listed.

By Order of the Board of Directors For Ramgopal Polytex Limited

Sanjay Jatia

Chairman & Managing Director (DIN: 00913405)

Place: Mumbai

Date: August 07, 2024

Regd. Office:

Greentex Clearing House, B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302.

CIN: L17110MH1981PLC024145 Tel: 22-61396800 Fax: 22-22851085 E-mail Id: rplcompliance@ramgopalpolytex.com Website: www.ramgopalpolytex.com

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DETAILS IN TERMS OF REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS TO BE TRANSACTED AT THE MEETING:

Item No. 3

Mr. Sanjay Jatia, was, by way of a resolution passed at the Annual General Meeting of the Company held on September 30, 2019, appointed as chairman and Managing Director of the Company for a period of 5 years with effect from August 08, 2019 to August 07, 2024, liable to retire by rotation, with remuneration in compliance with the provisions of the Companies Act, 2013, and rules made thereunder.

Mr. Sanjay Jatia has been on the Board of the Company since March 31, 1986 and looks after overall affairs of the Company. He is a well-qualified person and is a prominent and successful Industrialist with wide and varied experience in trading of yarns, chemicals, polymer and plastic etc. His expertise lies in operations, strategy planning, execution and Management. He has a professional approach with great business acumen. Due to his foresightedness and hard work your directors foresee a bright future for the Company under his management.

Mr. Sanjay Jatia, aged 57 years is a Chairman and Managing Director of the Company having over 35 years of industry experience in various fields across multiple industries. Mr. Sanjay Jatia holds a bachelor of Commerce degree.

His current term of appointment as the Managing Director of the Company expired on August 07, 2024. Considering his knowledge of various aspects relating to the Company's affairs and long business experience, the Board of Directors is of the opinion that for smooth and efficient running of the business, the services of Mr. Sanjay Jatia should be available to the Company for a further period of 5 (Five) years with effect from August 07, 2024.

In terms of the provisions of The Companies Act, 2013 and the Articles of Association of the Company, the Nomination and Remuneration Committee of the Board and the Board of Directors have, at their meetings held on August 07, 2024 re-appointed him as Chairman and Managing Director of the Company for a further period of 5 (Five) years with effect from August 07, 2024.

The main terms and conditions for the re-appointment of Mr. Sanjay Jatia (DIN: 00913405) as Chairman and Managing Director (CMD) are as follows:

1. Mr. Sanjay Jatia shall serve the Company, as the Chairman and Managing Director of the Company for a period of 5 (Five) years w.e.f. from the August 07, 2024 to August 06, 2029.

2. Mr. Sanjay Jatia will carry out such functions, exercise such powers, and perform such duties as the Board of Directors of the Company shall from time to time in its absolute discretion determine and entrust to him.

3. Managing Director shall, devote his attention and abilities to the business of the Company and shall exercise and perform such duties as the Board of Directors (hereinafter referred as (“the Board”) shall from time to time determine and further subject to superintendence, control and directions of the Board, he shall have the general control of the business of the Company with power to enter into contracts on behalf of the Company in the ordinary course of business, to manage day to day affairs of the Company and to do and perform all other acts, deeds and things which in the ordinary course of such business he may consider necessary or proper in the best interest of the Company.

4. During his employment, Mr. Sanjay Jatia shall devote sufficient time, attention and abilities during business hours to the development of the activities and business of the Company and shall use his best endeavour to promote its interest and welfare.

5. During the period of his employment Mr. Sanjay Jatia shall, if so required by the Board undertake such travelling in India and/ or elsewhere as the Board may from time to time require in connection with the Company.

6. Subject to the limits as laid down in the Companies Act, 2013, the Company shall pay to the Managing Director from August 07, 2024, during the terms of his office, remuneration as follows:

7. Remuneration: Salary, perquisites and all other allowances shall not exceed Rs. 1,00,000/- (Rupees One Lakh only) per month.

The perquisites and allowances payable to Mr. Sanjay Jatia, subject to aforesaid limits, will include house rent allowance together with reimbursement of expenses or allowances for education, professional magazines, telephone allowance, entertainment allowance and flexible allowance besides medical reimbursement, leave travel concession for self and his dependant family member(s) and such other perquisites and / or allowances, within the amount specified above.

1. The terms and conditions, the remuneration, perquisites and benefits to be paid or to be provided to Mr. Sanjay Jatia as set out in respect of appointment may be reviewed, revised, increased or enhanced, in accordance with relevant provisions in the Companies Act, 2013 and/or the rules and regulations made thereunder and/or relaxation or revision in the Guidelines for Managerial Remuneration as may be made and/or announced by the Central Government from time to time.

2. The Managing Director of the Company will be liable to retire by rotation.

3. The Managing Director shall not be entitled for sitting fees for attending the meetings of the Board of Directors or Committee thereof.

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1. The Managing Director shall not, during the continuance of his employment with the Company, divulge or disclose to any person, firm, company or body corporate whomsoever or make any use whatever for his own or for whatever purpose, of any confidential information or knowledge obtained by him during his employment as to the business or affairs of the Company or as to any trade secrets or secret processes of the Company and the Managing Director shall, during the continuance of his employment hereunder also use his best endeavor to prevent any other person, firm, company or body corporate concerned from doing so.

2. The aforesaid appointment of the CMD may be terminated by either party by giving three months' prior notice of termination in writing to the other party. If at any time Mr. Sanjay Jatia ceases to be a Director of the Company, he shall cease to be the Chairman and Managing Director.

3. The terms and conditions of the said appointments may be altered and varied from time to time by the Board, as it may, in its discretion deem fit, so as not to exceed the limits specified in Schedule V to the Act or any amendments made hereinafter in that regard.

4. The termination or earlier determination of this employment for any reasons whatsoever shall not affect the rights and claims which may have accrued to either party prior to the effective date of such termination or earlier determination.

5. Upon the termination of his employment, Mr. Sanjay Jatia shall handover charge to such person nominated for that purpose by the Company and shall deliver to such person such papers, documents and other property of the Company as may be in his possession, custody, control or power.

6. This employment represents the entire terms and conditions between the parties hereto in relation to the terms and conditions of Mr. Sanjay Jatia’s employment with the Company and cancels and supersedes all prior agreements, arrangements or understandings, if any, whether oral or in writing, between the parties hereto on the subject matter hereof.

7. It is expressly agreed by and between the parties hereto that any indulgence granted or forbearance shown by the Company in connection with any of the provisions, conditions or stipulations herein contained shall not be deemed to imply a waiver by the company of its right hereunder and shall not preclude the Company from at any time enforcing its rights under this employment against Mr. Sanjay Jatia.

8. It is expressly agreed by and between the parties hereto that appointment of Mr. Sanjay Jatia will be subject to and within the preview of all the applicable provisions of Companies Act, 2013 and such other conditions as may be specified prescribed imposed suggested by the Central Government, Department of Company affairs, National Company Law Tribunal and Board of Directors of the Company or any other Competent Authority prescribed by the Government in their behalf and acceptable to Mr. Sanjay Jatia.

9. This employment and the terms and conditions hereof shall be subject to the approval of the shareholders of the Company and also such statutory authorities as may be required.

In accordance with the provisions of Sections 196, 197, 198, 203 & other applicable provisions of the Act, read with Schedule V to the said Act, the proposed appointment and the terms of remuneration payable to Mr. Sanjay Jatia require approval of members by passing Special Resolution. Hence, the members are requested to pass the Special Resolution accordingly.

The Board recommends the Resolution at Item No. 3 for approval of the shareholders.

None of the Directors, Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise, in the resolution except Mr. Sanjay Jatia.

INFORMATION REQUIRED UNDER SECTION II OF PART II OF SCHEDULE V OF THE COMPANIES ACT, 2013.

• I. General Information

• (1) Nature of Industry: The Company is engaged in the business of trading of Polymer and Yarn etc.

• (2) Date or expected date of commencement of commercial production: Not applicable as the Company was incorporated on March 28, 1981.

• (3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable, as the Company is an existing company.

• (4) Financial performance based on given indicators:

As per Audited Accounts for the year ended March 31, 2024

As per Audited Accounts for the year ended March 31, 2024
Particulars	Amount(Rs in Lakhs)
Net Sales and Other Income	1156.18
Profit /(Loss)after tax for theyear	(166.64)
Paid upShare Capital	1439.63
Net Worth	1149.10

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• (5) Export performance and net foreign exchange collaborations (for the year ended March 31, 2024)

Particulars	Amount(Rs in Lakhs)
Total Foreign Exchange used	848.29
Total Foreign Exchange earned	Nil

II. Information about the appointee:

• (1) Background Details: Mr. Sanjay Jatia holds a bachelor of Commerce degree. He has vast experience of more than 35 years in trading of yarns, chemicals, polymer and plastic etc. His expertise lies in operations, strategy planning, execution and Management.

• (2) Past Remuneration: His last drawn salary was Rs. 12,00,000/- (Rupees Twelve Lakhs only) per annum.

• (3) Recognition or awards: None

• (4) Job profile and his suitability: Mr. Sanjay Jatia will be in charge of overall affairs of the Company under the superintendence and guidance of the Board of Directors of the Company. His expertise lies in operations, strategy planning and execution. Taking into consideration his experience, Mr. Sanjay Jatia is best suited for the responsibilities assigned to him by the Board of Directors.

• (5) Remuneration proposed: Mr. Sanjay Jatia is entitled to remuneration not exceeding Rs. 1,00,000/- (Rupees One lakh only) per month comprised of Salary, Allowances and Perquisites.

• (6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: The Remuneration payable to Mr. Sanjay Jatia is commensurate with respect to Industry, size of the Company and his profile.

• (7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Mr. Sanjay Jatia may be deemed to be concerned or interested, financially or otherwise in respect of his revision in remuneration.

III. Other Information:

• (1) Reasons of loss or inadequate profits: During the Financial Year 2023-24, due to significant drop in spandex yarn prices, the Company incurred a loss.

• (2) Steps taken or proposed to be taken for improvement: The Management has strong optimism about future growth prospects and has already initiated necessary steps towards improving the performance.

• (3) Expected increase in productivity and profits in measurable terms: The Company has decided to vigorously focus on trading in textiles and polymer, and is hopeful to obtain satisfactory results in the coming years.

By Order of the Board of Directors For Ramgopal Polytex Limited

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Place: Mumbai

Date: August 07, 2024

Regd. Office:

Greentex Clearing House, B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302. CIN: L17110MH1981PLC024145 Tel: 22-61396800 Fax: 22-22851085 E-mail Id: rplcompliance@ramgopalpolytex.com Website: www.ramgopalpolytex.com

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ANNEXURE TO NOTICE

Details of Directors seeking appointment and re-appointment at the Annual General Meeting Pursuant to SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings

Name of the Director	Mr. SanjayJatia
DIN Number	00913405
Date of Birth / Age	21/07/1967(57 Years)
Nationality	Indian
Date of Appointment as Director	Original date of appointment: 31/03/1986 Date of re-appointment at current designation: 07/08/2024
Appointment / Re- appointment	Re-appointment
Qualification	B.Com
Brief Resume and Expertise in specific functional areas	Mr. Sanjay Jatia holds a bachelor of Commerce degree. He has vast experience of more than 35 years in trading of yarns, chemicals, polymer and plastic etc. His expertise lies in operations, strategy planning, execution and Management.
Number of Meetings of the Board attended during the year	During the year, Mr. Sanjay Jatia attended Six (06) out of Six (06) Board Meetings held. Details provided in the Corporate Governance Report.
Details of remuneration last drawn (FY 23-24)	Mr. Sanjay Jatia being an Chairman and Managing Director was paid remuneration. Details regarding payment of remuneration are provided in the Corporate Governance Report forming part of the Directors’ Report.
Chairman / Director of other Companies	a) Listed Companies:- NIL b) Public Companies and Private Companies: • Aristocrat Marketing Limited(Director) • Ramgopal Synthetics Limited (Director) • Ramgopal Investment and Trading Company Private Limited (Director)
Chairman / Member of committees of other Companies	Nil
No. of shares held in the Company	By self: 61,800 Beneficial owner: 26,33,798
Listed entities from which the person has resigned in thepast 3years	Nil
Disclosure of relationship between Directors, Manager and Key Managerial Personnel inter-se	There is no inter-se relationship between Mr. Sanjay Jatia, other Members of the Board and Key Managerial Personnel of the Company.
Disclosure of relationship with promoter of the Company	Mr. Sanjay Jatia belongs to the category of Promoter/promoter group; hence he is related to the Promoter/promoter group of the Company.
Terms and Conditions of re- appointment	Appointment on account of retire by rotation, no change in terms of appointment and Re- appointment on completion of 5 (Five) years as Chairman and Managing Director. Date of appointment: Re-appointment as Chairman and Managing Director with effect from August 07, 2024 liable to retire by rotation. Terms of appointment: Term of 5 (Five) consecutive years commencing from August 07, 2024 till August 06, 2029 liable to retire by rotation and subject to the approval of the Shareholders of the Company.

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Remuneration sought to be paid	Mr. Sanjay Jatia is entitled to remuneration not exceeding Rs. 1,00,000/- (Rupees One lakh only) per month comprised of Salary, Allowances and Perquisites.
Justification for choosing the appointees for appointment as Independent Directors	Not Applicable

Further, in terms of the Circular dated June 20, 2018 issued by BSE Limited (No. LIST/COMP/14/2018-19), we hereby inform that as per declaration submitted to the Company by Mr. Sanjay Jatia, he has not been debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

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