Remsons Industries Ltd. - Proxy Solicitation & Information Statement 2025

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2[nd] May, 2025

To, To, The Manager The Manager – Listing Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5[th] Floor, ‘G’ Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai - 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 530919 Symbol: REMSONSIND

Dear Sir/Madam,

Subject: Corrigendum to the Notice of 01/2025-26 Extra-Ordinary General Meeting (“EGM”) of the members of the Company scheduled to be held on Tuesday, 6[th] May, 2025 at 11:30 a.m.

In the captioned subject matter and in continuation to the intimation dated 14[th] April, 2025 in this regard, this is to bring to your notice that the Company issued Notice dated 9[th] April, 2025 (“Notice of EGM”) for convening the 01/2025-26 Extraordinary General Meeting of the members of the Company scheduled to be held on Tuesday, 6[th] May, 2025 at 11.30 A.M. through Video Conferencing (VC)/ Other Audio- Visual Means (OAVM). The Notice of the EGM was dispatched on 14[th] April, 2025 to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made there under.

The Company had filed applications with the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where Company’s equity shares are listed, for seeking their in-principle approval in relation to the proposed preferential issue of Equity Shares for which the approval of the shareholders is being sought. The Company has received some observations from the NSE suggesting to make certain amendments in the Explanatory Statement sent along with the Notice of EGM. In compliance with the same, the Company has made requisite amendments in the explanatory statement of the EGM Notice. We hereby submit Corrigendum to the Notice of EGM along with updated Notice of EGM.

This corrigendum to the EGM Notice shall form integral part of Notice dated 9[th] April, 2025, circulated to the shareholders of the Company. Accordingly, all the concerned Shareholders, Stock Exchange, Depositories, Registrar and Share Transfer Agents, Agencies appointed for E-Voting, other Authorities, Regulators and all other concerned persons are requested to take note of the above corrections. This corrigendum will be available on the Website of the Company, and will be mailed to all the shareholders to whom the original notice was sent.

This is for your information and records.

Thanking you,

Yours faithfully,

For REMSONS INDUSTRIES LIMITED

Rohit

Hasmukhbhai Darji

Digitally signed by Rohit Hasmukhbhai Darji Date: 2025.05.02 19:07:52 +05'30'

Rohit Darji Company Secretary & Compliance Officer Membership No.: A37077

Encl: A/a

Reg. Office : 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra. India. Website : www.remsons.com

Tel: (+91) (22) 3501 6400 / 2611 4452 CIN: L51900MH1971PLC015141 Email : [email protected]

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(CIN: L51900MH1971PLC015141) 401, 4[th ] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai - 400057, Maharashtra, India. Tel No: (022) 35016400; E-mail id: [email protected]; Website: www.remsons.com

CORRIGENDUM TO THE NOTICE OF THE 1/2025-26 EXTRAORDINARY GENERAL MEETING

This Corrigendum is being issued in continuation of the Notice dated 9[th] April, 2025 for the 01/2025-26 Extra Ordinary General Meeting (“EGM”) of Remsons Industries Limited (“the Company”) scheduled to be held on Tuesday, 6[th] May, 2025 at 11.30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). The Notice of the EGM has been dispatched to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made thereunder.

The Company had filed applications with the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where Company’s equity shares are listed, for seeking their in-principle approval in relation to the proposed preferential issue of Equity Shares, for which the approval of the shareholders is being sought. The Company has received some observations from the NSE suggesting to make certain amendments in the Explanatory Statement sent along with the Notice of EGM. Accordingly, following changes are being made in the Notice of EGM:

1. Opening Paragraph 1 of Explanatory Statement be read as follows:

The Board of Directors of the Company in its meeting held on 9[th] April, 2025 approved acquisition of 88,900 (Eighty-Eight Thousand Nine Hundred) Equity Shares of Rs. 10/- each, constituting 51.01% of total paid-up capital (post-issue) of the Astro Motors Private Limited as follows:

i. By subscribing for 62,500 new Equity Shares of Rs. 10/- each for cash which will be issued by Astro Motors Private Limited on preferential basis to the Company at a price of Rs. 1,600/- per Equity Share aggregating to Rs. 10,00,00,000/- (Rupees Ten Crore only).
ii. By acquiring 26,400 Equity Shares at a price of Rs. 1,600/- per Equity Share to be transferred from the existing promoters of Astro Motors Private Limited to the Company, and the Company will be issuing 3,19,994 Equity Shares of Rs. 2/- each of the Company at an issue price of Rs. 132/- each as consideration (other than cash) to the promoters, who will transfer Astro’s shares held by them to the Company.

Astro Motors Private Limited (CIN: U34100MH2020PTC337395) (“Astro”) is engaged in the business of developing and manufacturing of electric vehicles for cargo, loaders, passengers and micro mobility. The Astro has introduced many innovative electric 3-weeler products across cargo and passenger categories.

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2. Point No. 5 - Time frame within which the preferential issue shall be completed, be read as follows:

For acquisition of 26,400 Equity Shares of Astro Motors Private Limited at a price of Rs. 1,600/- to be transferred from the existing promoters of Astro Motors Private Limited to the Company, the Company will be issuing 3,19,994 Equity Shares of Rs. 2/- each of the Company at an issue price of Rs. 132/- each as consideration (other than cash) to the promoters of the Astro, who will transfer the shares to the Company.

Accordingly, subject to receipt of approval of the members of the Company in their EGM scheduled to be held on Tuesday, 6[th] May, 2025, and in-principle approvals from both the stock exchanges, the Company will allot new shares within 15 days of passing of the special resolution pursuant to the provisions of Regulation 170(1) of the SEBI (Issue of Capital and Disclosures Requirements) Regulations, 2018. The allotment of new shares will be made only after credit of 26,400 Equity Shares of Astro Motors Private Limited in the DEMAT account of the Company.

3. Second paragraph of point 12 of Explanatory Statement be read as follows:

As per provisions of Regulation 163(3) of the SEBI (Issue of Securities and Disclosures Requirements) Regulations, 2018, issue of securities for consideration other than cash shall comprise only swap of shares pursuant to a valuation report by an independent registered valuer. Accordingly, the Company has taken a valuation report from Mr. Nikhil P. Chandak, Independent Registered Valuer – SFA, IBBI registration No. IBBI/RV/07/2019/11801 having office at 304, Garnet Palladium, Off W.E. Highway, B/H Express Zone, Goregaon (East), Mumbai 400063, Email: [email protected], to determine value of equity shares of the Company and accordingly swap ratio.

4. The third last paragraph in the Explanatory Statement be read as follows:

Copy of the certificate received from M/s. M Baldeva Associates, Company Secretaries, Mumbai, certifying that the preferential issue of the Equity Shares is being made in accordance with the requirements contained in ICDR Regulations, shall be made available for inspection by the members on request by sending an e-mail to [email protected] and the said certificate is also hosted on the website of the Company at https://www.remsons.com/content/pdf/corporate-governance/certificate-frompractising-company-secretary.pdf.

5. Note No. 1 of Annexure 1 in the Explanatory Statement be read as follows:

The figures and percentage mentioned in ‘After Issue’ Column is calculated assuming the allotment of entire number of Equity Shares as mentioned in the special resolution in the Notice of the Extra Ordinary General Meeting to be held on 6[th] May, 2025. If any of the promoters of Astro do not transfer shares against which the allotment is proposed to be made by the Company, the total allotment may be made for less number of Equity Shares then proposed, and the figures and percentage of holding in the ‘After Issue’ column may change accordingly.

Reg. Office : 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra. India. Website : www.remsons.com

Tel: (+91) (22) 3501 6400 / 2611 4452 CIN: L51900MH1971PLC015141 Email : [email protected]

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6. Annexure 2 in the Explanatory Statement be read as follow:

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Name of the investors Category Status Before issue No. of After issue
Equity
Shares to
be issued
No. of % No. of %
shares shares
Mr. Vitan Jagada Individual Non-promoter - - 1,15,757 1,15,757 0.3289
Mr. Hardik Dhanak Individual Non-promoter - - 77,151 77,151 0.2192
Mr. Piyush Dhanak Individual Non-promoter - - 4,000 4,000 0.0114
Mr. Prakash Rathod Individual Non-promoter - - 4,000 4,000 0.0114
Mr. Kunal Chandra Individual Non-promoter - - 66,969 66,969 0.1903
Recyclean Infotech Body Non-promoter - - 9,818 9,818 0.0279
Private Limited Corporate
Mrs. Shardha Individual Non-promoter - - 18,787 18,787 0.0534
Sukumaran
Mr. Jesal Shah Individual Non-promoter - - 9,393 9,393 0.0267
Mr. Jatin Karani Individual Non-promoter - - 4,666 4,666 0.0133
Mr. Karan Goshar Individual Non-promoter - - 4,666 4,666 0.0133
JJ Family Office LLP Body Non-promoter - - 4,787 4,787 0.0136
Corporate
Total - - 3,19,994 3,19,994 0.9094
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In order to update the above disclosures in the explanatory statement of the EGM Notice, the Company has issued this the corrigendum dated 2[nd] May, 2025 to EGM Notice dated 9[th] April, 2025 and the EGM Notice is updated accordingly.

This corrigendum to the EGM Notice shall form an integral part of the EGM Notice, which has already been circulated to the Shareholders of the Company, and on and from the date hereof, the EGM Notice shall always be read in conjunction with this corrigendum. All other contents of the EGM Notice, save and except as modified or supplemented by this corrigendum, shall remain unchanged.

By Order of the Board of Directors of Remsons Industries Limited

Place: Mumbai Date: 2[nd] May, 2025

Rohit Darji Company Secretary and Compliance Officer Membership No.: A3707

Registered Office:

401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India.

Reg. Office : 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra. India. Website : www.remsons.com

Tel: (+91) (22) 3501 6400 / 2611 4452 CIN: L51900MH1971PLC015141 Email : [email protected]

01/2025-26 EGM NOTICE

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NOTICE OF EXTRA-ORDINARY GENERAL MEETING (UPDATED)

Notice is hereby given that the 01/2025-26 Extra Ordinary General Meeting (“EGM”) of the members of REMSONS INDUSTRIES LIMITED (CIN: L51900MH1971PLC015141) will be held on Tuesday, 6[th] May, 2025 at 11.30 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without physical presence of the members at a common venue, to transact the business as set out in this notice. The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company situated at 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai - 400057, Maharashtra, India, which shall be deemed venue of the EGM.

SPECIAL BUSINESS:

To create, offer, issue and allot Equity Shares on preferential basis and in this regard, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions of the Companies Act, 2013 (“the Act”), read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, in accordance with provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), the listing agreements entered into by the Company with the BSE Ltd. and National Stock Exchange of India Limited (“Stock Exchanges”) on which the Equity Shares of the Company are listed and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (“SEBI’) and / or any other competent authorities, whether in India or abroad (hereinafter referred to as “Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee constituted / to be constituted by the Board to exercise its powers conferred by this Resolution) may in its absolute discretion accept, the consent and approval of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot up to 3,19,994 (Three Lakh Nineteen Thousand Nine Hundred Ninety Four) fully paid-up Equity Shares of Rs. 2/- each of the Company at an issue price of Rs. 132/- (Rupees One Hundred Thirty-Two only) per Equity Share, including premium of Rs. 130/- (Rupees One Hundred Thirty only) per Equity Share to the persons in public category (non-promoter) as listed below in consideration of acquiring 26,400 (Twenty-Six Thousand

01/2025-26 EGM NOTICE

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Four Hundred) Equity Shares of Rs. 10/- each of Astro Motors Private Limited from them, on preferential basis on such terms and conditions as may be determined by the Board in accordance with the ICDR Regulations and other applicable laws:

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Sr. Name of the proposed allottees Category No. of Shares to No. of Shares of
No. be issued Astro Motors
Private Limited to
be transferred by
the proposed
allottees
1. Mr. Vitan Jagada Individual 1,15,757 9,550
2. Mr. Hardik Dhanak Individual 77,151 6,365
3. Mr. Piyush Dhanak Individual 4,000 330
4. Mr. Prakash Rathod Individual 4,000 330
5. Mr. Kunal Chandra Individual 66,969 5,525
6. Recyclean Infotech Private Limited Body Corporate 9,818 810
7. Mrs. Shardha Sukumaran Individual 18,787 1,550
8. Mr. Jesal Shah Individual 9,393 775
9. Mr. Jatin Karani Individual 4,666 385
10. Mr. Karan Goshar Individual 4,666 385
11. JJ Family Office LLP Body Corporate 4,787 395
Total 3,19,994 26,400
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RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of the ICDR Regulations, the relevant date for determining the floor price for the aforesaid preferential issue is 4[th] April, 2025, being the date 30 (thirty) days prior to the date of this EGM.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of Equity Shares shall be subject to the following terms and conditions apart from others as prescribed under applicable rules and regulations from time to time:

a) The Equity Shares to be issued and allotted pursuant to the preferential issue shall be listed and traded on the Stock Exchanges, subject to receipt of necessary regulatory permissions and approvals;
b) The Equity Shares to be issued and allotted will be fully paid up and shall rank pari-passu with the then existing Equity Shares of the Company in all respects;
c) The Equity Shares to be allotted shall be subject to lock-in for such period specified under Regulation 167 of the ICDR Regulations;
d) The Equity Shares of Astro Motors Private Limited shall be transferred by the proposed allottees in full consideration before the allotment of Company’s Equity Shares;
e) The Equity Shares shall be allotted in dematerialized form only within a period of 15 (fifteen) days from the date of passing of the special resolution by the members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from any regulatory authorities, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

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01/2025-26 EGM NOTICE

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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions or doubts, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediates and advisors for the issue) and to authorize all such persons as may be necessary in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any further approval of the members and to settle all questions, difficulties or doubts that may arise with respect to the offer, issue and allotment of the Equity Shares as aforesaid and listing thereof with the Stock Exchanges, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to delegate any or all of its powers conferred upon it by this resolution to any Committee of directors, any other director(s), and / or officer(s) of the Company.”

By Order of the Board of Directors of Remsons Industries Limited

Rohit Darji Place: Mumbai Company Secretary and Compliance Officer Date: 9[th] April, 2025 (updated on 2[nd] May, 2025) Membership No.: A37077

Registered Office:

401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India.

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01/2025-26 EGM NOTICE

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NOTES:

The Ministry of Corporate Affairs, inter alia , vide its General Circular Nos. 14/2020 dated 8[th] April, 2020 and 17/2020 dated 13[th] April, 2020 and subsequent circulars issued from time to time in this regard, the latest being 09/2024 dated 19[th] September, 2024 (collectively referred to as ‘MCA Circulars’) has permitted holding of general meetings through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) without physical presence of the members at a common venue. Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 (‘Act’), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and MCA Circulars, the 01/2025-26 Extra Ordinary General Meeting (‘EGM’) of the Company is being held through VC / OAVM.
In accordance with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (‘ICSI’) read with Guidance / Clarification dated 15[th ] April, 2020 issued by the ICSI, the proceedings of the 01/2025-26 EGM shall be deemed to be conducted at the Registered Office of the Company situated at 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai- 400057, Maharashtra, India.
In compliance with the aforesaid MCA Circulars, the Notice of the 01/2025-26 EGM is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company / RTA / Depositories. Members may note that the said Notice will also be available on the website of the Company at www.remsons.com, websites of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.com, NSE Ltd. at www.nseindia.com and website of the Central Depository Services (India) Limited (‘CDSL’) (agency engaged by the Company for providing the e-voting facility) i.e. www.evotingindia.com.
An explanatory statement pursuant to the provisions of Section 102 of the Act stating all material facts and reasons for the proposed resolutions is annexed herewith and forms part of this Notice.
Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM 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 EGM will be held through VC / OAVM, physical attendance of the members has been dispensed with. Further, pursuant to the provision of Regulation 44(4) of the Listing Regulations, requirement to send proxy forms shall not be applicable to general meetings held only through electronic mode. Accordingly, the facility for appointment of proxies by the members will not be available for this EGM; hence the Proxy Form and Attendance Slip are not annexed to this Notice. Institutional / Corporate members of the Company are entitled to appoint their Authorized Representatives to attend the EGM through VC / OAVM on their behalf and participate thereat and cast their votes through remote-voting / e-voting during the EGM. Such Institutional / Corporate members are requested to send a scan of certified true copy (PDF / JPG format) of the Board Resolutions, passed under Section 113 of the Act. The said resolution shall be sent to the Scrutinizer by e-mail through their registered e-mail address at [email protected] with a copy marked to the Company at [email protected].
The Company requests those members who have not yet registered their e-mail address, to register the same directly with their Depository Participant (“DP”), in case shares are held in electronic form and with the Company / RTA, in case shares are held in physical form. Further, members holding shares in electronic form are requested to notify the changes in the above particulars, if any, directly to their DP.

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01/2025-26 EGM NOTICE

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In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members / List of Beneficial Owners of the Company will be entitled to vote.
Members can join the EGM through VC / OAVM 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 EGM through VC / OAVM will be made available to at least 1000 members on a firstcome-first-served basis; however this limit does 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 EGM without restriction on account of first-come-first-served principle.
The attendance of the members attending the EGM through VC / OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act.
The Securities and Exchange Board of India (‘SEBI’) has mandated the submission of Permanent Account Number (‘PAN’) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company’s RTA.
In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the ICSI, the Company is pleased to provide e-voting facility to its members to cast their vote electronically on the resolution mentioned in the Notice dated 9[th] April, 2025 convening the EGM. The members may cast their votes using the electronic voting system from a place other than the venue of the meeting ('remote e-voting').
The facility of casting the votes by the members using electronic voting system from a place other than venue of the EGM (‘remote e-voting’) and for e-voting during the EGM (‘venue e-voting’) will be provided by the CDSL.
A person, whose name is recorded in the Register of Members / List of Beneficial Owners maintained by the depositories as on the cut-off date only i.e. Tuesday, 29[th] April, 2025 shall be entitled to avail the facility of remote e-voting or e-voting during the EGM.
The e-voting / voting rights of the shareholders / beneficial owners shall be reckoned on the equity shares held by them as on the cut-off date i.e. Tuesday, 29[th] April, 2025.
The remote e-voting period shall commence on Saturday, 3[rd] May, 2025 (09:00 A.M.) and end on Monday, 5[th] May, 2025 (5:00 P.M.). During this period, members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, 29[th] April, 2025 may cast their votes electronically. The remote e-voting module shall be disabled by the CDSL for voting after 5:00 P.M. on Monday, 5[th] May, 2025. Once the vote on a resolution is cast by a member, he / she / it shall not be allowed to change it subsequently. Those members, who are present in the EGM through VC / OAVM facility and

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01/2025-26 EGM NOTICE

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have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through venue e-voting system during the EGM.

Any person who becomes a member of the Company after dispatch of the Notice of the meeting and holding shares as on the cut-off date i.e. Tuesday, 29[th] April, 2025 may obtain User ID and password by sending a request at [email protected] or [email protected]. However, if the member is already registered with the CDSL for remote e-voting then he can use his exiting user ID and password for casting the vote through e-voting. If you forgot your password, you can reset your password by using “Forgot User Details / Password” option available on www.evotingindia.com.
The Board of Directors of the Company has appointed CS Manish Baldeva, Proprietor of M/s. M Baldeva Associates, Company Secretaries, Mumbai (FCS No.: 6180 / CP No.: 11062) as Scrutinizer to scrutinize the e- voting process through remote e-voting and venue e-voting during the EGM in a fair and transparent manner. The Scrutinizer shall within 2 working days of the conclusion of the EGM prepare consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, and forthwith the same to the Chairman of the EGM or a person authorised by him in writing, who shall countersign the same and declare the results of the voting.
The results declared along with the consolidated Scrutinizer's report shall be placed on the website of the Company at. www.remsons.com and on the website of the CDSL at www.evotingindia.com immediately. The Company shall simultaneously forward the results to BSE Ltd. and National Stock Exchange of India Ltd., where the shares of the Company are listed.
Subject to receipt of requisite number of votes in favour, the resolution shall be deemed to be passed on the date of the meeting i.e. Tuesday, 6[th] May, 2025.

PROCEDURE AND INSTRUCTION FOR CDSL E-VOTING SYSTEM - FOR REMOTE E-VOTING AND VENUE E-VOTING DURING EGM:

(i) The remote voting period shall begin on Saturday, 3[rd] May, 2025 (09:00 A.M.) and end on Monday, 5[th] May, 2025 (5:00 P.M.) (IST) (both days inclusive). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, 29[th] April, 2025 may cast their vote electronically. The remote e-voting module shall be disabled by the CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.
(iii) Pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 issued under Regulation 44 of the Listing Regulations, 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.

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01/2025-26 EGM NOTICE

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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 DEMAT MODE.

(iv) In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 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 e-mail 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 CDSL / NSDL is given below:

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Type of shareholders Login Method
Individual Users who have opted for CDSL Easi / Easiest facility, can login through their existing
Shareholders holding user id and password. Option will be made available to reach e-voting page without
securities in Demat any further authentication. The users to login to Easi / Easiest are requested to visit
mode with CDSL CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.
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, 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 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 directly
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access the system of all e-voting Service Providers.

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Individual If you are already registered for NSDL IDeAS facility, please visit the e-services
Shareholders holding website of NSDL. Open web browser by typing the following URL:
securities in demat https://eservices.nsdl.com either on a personal computer or on a mobile. Once the
mode with NSDL home page of e-services is launched, click on the “Beneficial Owner” icon under
Depository “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.
Individual You can also login using the login credentials of your demat account through your
Shareholders (holding Depository Participant registered with NSDL/CDSL for e-voting facility. After
securities in demat Successful login, you will be able to see e-voting option. Once you click on e-Voting
mode) login through option, you will be redirected to NSDL/CDSL Depository site after successful
their Depository authentication, wherein you can see e-voting feature. Click on company name or e-
Participants (DP) voting service provider name and you will be redirected to e-voting service provider
website for casting your vote during the remote e-voting period or joining virtual
meeting & voting during the meeting.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 21 09911
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 [email protected] or call at: 022 - 4886 7000 and 022 - 2499 7000

STEP 2 : ACCESS THROUGH CDSL E-VOTING SYSTEM IN CASE OF SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE AND NON-INDIVIDUAL SHAREHOLDERS IN DEMAT MODE.

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
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:

For Physical shareholders and other than individual shareholders holding shares in Demat	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 DetailsOR 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.

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(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) 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 the 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.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant <“REMSONS INDUSTRIES LIMITED”> on which you choose to vote.
(x) 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.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) 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.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) 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 and enter the details as prompted by the system.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For 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 [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

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The list of accounts linked in the login should be mailed to [email protected] 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 at [email protected] and to the Company at [email protected], if they have voted from individual tab and not uploaded same in the CDSL e-voting system for the Scrutinizer to verify the same.

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

The procedure for attending meeting and e-voting on the day of the EGM is same as the instructions mentioned above for e-voting.
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 e-voting.
Shareholders who have voted through remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote during the EGM.
Shareholders are encouraged to join the meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
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 2 days prior to the meeting mentioning their name, demat account number / folio number, e-mail id, mobile number at [email protected]. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 2 days prior to the meeting mentioning their name, demat account number / folio number, e-mail id, mobile number at [email protected]. These queries will be replied to by the Company suitably by e-mail.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.

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Only those shareholders, who are present in the EGM 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 EGM.
If any votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholder have not participated in the meeting through VC / OAVM facility, then the votes cast by such shareholder 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 E-MAIL / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES.

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 (selfattested scanned copy of Aadhar Card) by email to [email protected].
For Demat shareholders - Please update your email id and mobile no. with your respective Depository Participant (DP).
For Individual Demat shareholders - Please update your email id and mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting and joining virtual meetings through Depository.

If you have any queries or issues regarding attending EGM and e-voting from the CDSL e-voting system, you can write an e-mail to [email protected] or contact at 022- 2305 8738 and 022-2305 8542 / 43

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

i. By subscribing for 62,500 new Equity Shares of Rs. 10/- each for cash which will be issued by Astro Motors Private Limited on preferential basis to the Company at a price of Rs. 1,600/- per Equity Share aggregating to Rs. 10,00,00,000/- (Rupees Ten Crore only).
ii. By acquiring 26,400 Equity Shares at a price of Rs. 1,600/- per Equity Share to be transferred from the existing promoters of Astro Motors Private Limited to the Company, and the Company will be issuing 3,19,994 Equity Shares of Rs. 2/- each of the Company at an issue price of Rs. 132/- each as consideration (other than cash) to the promoters, who will transfer Astro’s shares held by them to the Company.

In consideration for acquiring 26,400 Equity Shares of Rs. 10/- each of Astro Motors Private Limited from its selling promoters / shareholders, the Company proposes to issue and allot 3,19,994 (Three Lakh Nineteen Thousand Nine Hundred Ninety-Four) Equity Shares of Rs. 2/- (Rupees Two only) each at an issue price of Rs. 132/- (Rupees One Hundred Thirty-Two only) per Equity Share, including premium of Rs. 130/- (Rupees One Hundred Thirty only) per Equity Share, determined as per the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The disclosures as required under Regulation 163 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, are given here-in-below:

1. Objects of the preferential issue:

Acquisition of 26,400 Equity Shares of Rs. 10/- each of Astro Motors Private Limited from its selling promoters / shareholders, making it subsidiary of the Company.

2. Maximum number of specified securities, kind of securities and price at which securities to be issued:

The Board of Directors of the Company in its meeting held on 9[th] April, 2025 had decided to issue and allot 3,19,994 (Three Lakh Nineteen Thousand Nine Hundred Ninety-Four) Equity Shares of Rs. 2/- (Rupees Two only) each at an issue price of Rs. 132/- (Rupees One Hundred Thirty-Two only) per Equity Share, including premium of Rs. 130/- (Rupees One Hundred Thirty only) per Equity Share, determined as per the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, on preferential basis.

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3. Intention of the promoters, directors, key managerial personnel or senior management of the Company to subscribe to the offer:

None of the promoters, directors, key managerial personnel or senior management of the Company intend to subscribe to the offer.

4. Shareholding pattern of the Company before and after the preferential issue:

The Shareholding pattern of the Company before and after the proposed preferential issue is given in Annexure - 1 attached to this Notice.

5. Time frame within which the preferential issue shall be completed:

Accordingly, subject to receipt of approval of the members of the Company in their EGM scheduled to be held on Tuesday, 6th May, 2025, and in-principle approvals from both the stock exchanges, the Company will allot new shares within 15 days of passing of the special resolution pursuant to the provisions of Regulation 170(1) of the SEBI (Issue of Capital and Disclosures Requirements) Regulations, 2018. The allotment of new shares will be made only after credit of 26,400 Equity Shares of Astro Motors Private Limited in the DEMAT account of the Company.

6. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees:

Following is identity the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed non-individual allottees:

Sr. No. Name of proposed allottees Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees	Sr. No. Name of proposed allottees Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees	Sr. No. Name of proposed allottees Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees
1. Recyclean Infotech Private Limited Mr. Rahul Poddar Mrs. Anvvi Poddar
2.	JJ Family Office LLP	Mr. Jamshed Jeejeebhoy Mr. Janine Jeejeebhoy Mr. Madhusudan Vakharia Mr. Vishal Gupta

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7. Name of the proposed allottees and the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue:

The names of the proposed allottees and the percentage of post preferential issue capital that may be held by the allottees in the Company consequent to the preferential issue is given in Annexure - 2 attached to this Notice.

There will be no change in control of the Company consequent to the proposed preferential issue.

8. Undertakings by the Company:

The Company hereby undertakes that:

(a) the issue price shall be re-computed in terms of the provision of the ICDR Regulations, if required; and
(b) If the amount payable upon the re-computation is not paid within the stipulated time as mentioned in the ICDR Regulations, the specified securities shall continue to be locked-in till the time such amount is paid by the allottees.

9. Disclosure as specified in Schedule VI:

It is hereby confirmed that neither the Company nor its Promoters or Directors have been declared as wilful defaulter or a fraudulent borrower, hence disclosure as specified in Schedule VI is not applicable.

10. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter

The current and proposed status of the allottees post the preferential issue is given in Annexure - 2 attached to this Notice. There will be no change in status of the allottees post the preferential issue.

11. Basis on which the price has been arrived and relevant date with reference to which the price has been arrived:

The issue price of Rs. 132/- (Rupees One Hundred Thirty-Two only) per Equity Share, including premium of Rs. 130/- (Rupees One Hundred Thirty only) per Equity Share, is determined in accordance with the provisions of Regulation 164 of ICDR Regulations, taking relevant date as 4[th] April, 2025 as per the provisions of Regulation 161 of the ICDR Regulations, being the date 30 (thirty) days prior to the date on which the meeting of shareholders is to be held to consider the proposed preferential issue i.e. 6[th] May, 2025, which is more than the higher of the followings:

(a) Rs. 131.39 per Equity Share - being the 90 trading days’ volume weighted average price of the Company’s shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes during the said period) preceding the Relevant Date; and

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(b) Rs. 118.32 per Equity Share - being the 10 trading days’ volume weighted average prices of the Company’s shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes during the said period) preceding the Relevant Date.

The Articles of Association of the Company do not provide for any method for determining floor price for preferential issue.

12. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of registered valuer and name and address of valuer who performed valuation:

The proposed allotment is to be made for consideration other than cash i.e. in consideration for acquiring 26,400 Equity Shares of Rs. 10/- each of Astro Motors Private Limited from its selling promoters / shareholders, to complete the acquisition of majority stake i.e. 51.01% in Astro Motors Private Limited, making it subsidiary of the Company. The value of Equity Shares of Rs. 10/- each of Astro Motors Private Limited is determined @ Rs. 1,600/- (Rupees One Thousand Six Hundred only) per share as per valuation report dated 20[th] March, 2025 given by Mr. Bhavesh M. Rathod, Independent Registered Valuer – SFA, IBBI registration No. IBBI/RV/O6/2019/10708 having registered address at 12D, White Spring, A wing, Rivali Park Complex, Western Express Highway, Borivali (East), Mumbai – 400 066, Email: [email protected].

13. Amount which the Company intends to raise by way of such securities:

Not applicable, as the proposed issue and allotment is for consideration other than cash.

14. The class or classes of persons to whom the allotment is proposed to be made:

The proposed issue of Equity Shares on preferential basis is to be made to persons in public category (nonpromoter).

15. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the financial year 2025-26, no preferential allotment has been made to any person upto the date of this Notice.

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16. Lock-in:

The securities to be issued as aforesaid shall be subject to “Lock-in” as per the provisions of Regulation 167 of the ICDR Regulations i.e. for a period of 6 (six) months from the date of trading approval.

In consideration for acquiring 26,400 Equity Shares of Rs. 10/- each of Astro Motors Private Limited from its selling promoters / shareholders, the Board of Directors of the Company in its meeting held on 9[th] April, 2025 has decided to issue and allot 3,19,994 (Three Lakh Nineteen Thousand Nine Hundred Ninety-Four) Equity Shares of Rs. 2/- (Rupees Two only) each at an issue price of Rs. 132/- (Rupees One Hundred Thirty-Two only) per Equity Share, including premium of Rs. 130/- (Rupees One Hundred Thirty only) per Equity Share, determined as per the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013 read with Rules framed thereunder and ICDR Regulations, the proposed preferential issue requires approval of members of the Company by way of passing Special Resolution. The Board, therefore, recommends passing of the resolution as set out at item no. 1 of the Notice for approval of the members of the Company as a Special Resolution.

None of the Directors, Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the proposed resolution as set out at item no. 1 of the Notice.

By Order of the Board of Directors of Remsons Industries Limited

Rohit Darji Company Secretary and Compliance Officer Membership No.: A3707

Place: Mumbai

Date: 9[th] April, 2025 (updated on 2[nd] May, 2025)

Registered Office:

401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India.

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Annexure - 1

Shareholding pattern of the Company before and after the proposed preferential issue

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----- Start of picture text -----

Category of Shareholders Before issue After issue
No. of shares % No. of %
held shares held
(A) Promoters' holding
(1) Indian:
(a) Individuals / HUF 2,18,06,255 62.5201 2,18,06,255 61.9517
(b) Bodies corporate 12,56,785 3.6033 12,56,785 3.5705
(2) Foreign 0 0.0000 0 0.0000
Sub-Total (A) 2,30,63,040 66.1234 2,30,63,040 65.5223
(B) Non-Promoters' holding
(1) Institutional Investors
(a) Domestic 1,25,325 0.3593 1,25,325 0.3560
(b) Foreign Portfolio Investors 12,71,069 3.6442 12,71,069 3.6111
(2) Non-Institutional:
(a) Private bodies corporate 14,71,075 4.2177 14,80,893 4.2072
Recyclean Infotech Private Limited (proposed 0 0.0000 9,818 0.0279
allottee)
(b) Directors & Relatives 50 0.0001 50 0.0001
(c) Indian Public 71,89,606 20.6131 74,94,995 21.2933
Mr. Vitan Jagada (proposed allottee) 0 0.0000 1,15,757 0.3289
Mr. Hardik Dhanak (proposed allottee) 0 0.0000 77,151 0.2192
Mr. Piyush Dhanak (proposed allottee) 0 0.0000 4,000 0.0114
Mr. Prakash Rathod (proposed allottee) 0 0.0000 4,000 0.0114
Mr. Kunal Chandra (proposed allottee) 0 0.0000 66,969 0.1903
Mrs. Shardha Sukumaran (proposed allottee) 0 0.0000 18,787 0.0534
Mr. Jesal Shah (proposed allottee) 0 0.0000 9,393 0.0267
Mr. Jatin Karani (proposed allottee) 0 0.0000 4,666 0.0133
Mr. Karan Goshar (proposed allottee) 0 0.0000 4,666 0.0133
(d) Others (including NRIs) 17,58,620 5.0421 17,63,407 5.0099
JJ Family Office LLP (proposed allottee) 0 0.0000 4,787 0.0136
Sub-Total (B) 1,18,15,745 33.8766 1,21,35,739 34.4777
Grand Total (A+B) 3,48,78,785 100.0000 3,51,98,779 100.0000
----- End of picture text -----

Notes:

The figures and percentage mentioned in ‘After Issue’ Column is calculated assuming the allotment of entire number of Equity Shares as mentioned in the special resolution in the Notice of the Extra Ordinary General Meeting to be held on 6[th] May, 2025. If any of the promoters of Astro do not transfer shares against which the allotment is proposed to be made by the Company, the total allotment may be made for less number of Equity Shares then proposed, and the figures and percentage of holding in the ‘After Issue’ column may change accordingly.

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The proposed preferential issue will not result in any change in the management control. Voting rights shall change according to the change in shareholding pattern mentioned above.

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Annexure - 2

Details of proposed allottees in the proposed preferential issue

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Page 20 of 20

AI assistant

Remsons Industries Ltd. Proxy Solicitation & Information Statement 2025

61433_rns_2025-05-02_4a2ad85c-793a-4ffc-b4f5-7e65cf7403ed.pdf

Subject: Corrigendum to the Notice of 01/2025-26 Extra-Ordinary General Meeting (“EGM”) of the members of the Company scheduled to be held on Tuesday, 6[th] May, 2025 at 11:30 a.m.

For REMSONS INDUSTRIES LIMITED

Rohit

Hasmukhbhai Darji

CORRIGENDUM TO THE NOTICE OF THE 1/2025-26 EXTRAORDINARY GENERAL MEETING

1. Opening Paragraph 1 of Explanatory Statement be read as follows:

3. Second paragraph of point 12 of Explanatory Statement be read as follows:

4. The third last paragraph in the Explanatory Statement be read as follows:

5. Note No. 1 of Annexure 1 in the Explanatory Statement be read as follows:

6. Annexure 2 in the Explanatory Statement be read as follow:

Registered Office:

NOTICE OF EXTRA-ORDINARY GENERAL MEETING (UPDATED)

SPECIAL BUSINESS:

Registered Office:

NOTES:

PROCEDURE AND INSTRUCTION FOR CDSL E-VOTING SYSTEM - FOR REMOTE E-VOTING AND VENUE E-VOTING DURING EGM:

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.

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

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

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

1. Objects of the preferential issue:

2. Maximum number of specified securities, kind of securities and price at which securities to be issued:

8. Undertakings by the Company:

12. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of registered valuer and name and address of valuer who performed valuation:

13. Amount which the Company intends to raise by way of such securities:

14. The class or classes of persons to whom the allotment is proposed to be made:

16. Lock-in:

Registered Office:

Annexure - 1

Shareholding pattern of the Company before and after the proposed preferential issue

Notes:

Annexure - 2

Details of proposed allottees in the proposed preferential issue

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Remsons Industries Ltd. — Proxy Solicitation & Information Statement 2025

61433_rns_2025-05-02_4a2ad85c-793a-4ffc-b4f5-7e65cf7403ed.pdf

Subject: Corrigendum to the Notice of 01/2025-26 Extra-Ordinary General Meeting (“EGM”) of the members of the Company scheduled to be held on Tuesday, 6[th] May, 2025 at 11:30 a.m.

For REMSONS INDUSTRIES LIMITED

Rohit

Hasmukhbhai Darji

CORRIGENDUM TO THE NOTICE OF THE 1/2025-26 EXTRAORDINARY GENERAL MEETING

1. Opening Paragraph 1 of Explanatory Statement be read as follows:

3. Second paragraph of point 12 of Explanatory Statement be read as follows:

4. The third last paragraph in the Explanatory Statement be read as follows:

5. Note No. 1 of Annexure 1 in the Explanatory Statement be read as follows:

6. Annexure 2 in the Explanatory Statement be read as follow:

Registered Office:

NOTICE OF EXTRA-ORDINARY GENERAL MEETING (UPDATED)

SPECIAL BUSINESS:

Registered Office:

NOTES:

PROCEDURE AND INSTRUCTION FOR CDSL E-VOTING SYSTEM - FOR REMOTE E-VOTING AND VENUE E-VOTING DURING EGM:

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.

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

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

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

1. Objects of the preferential issue:

2. Maximum number of specified securities, kind of securities and price at which securities to be issued:

8. Undertakings by the Company:

12. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of registered valuer and name and address of valuer who performed valuation:

13. Amount which the Company intends to raise by way of such securities:

14. The class or classes of persons to whom the allotment is proposed to be made:

16. Lock-in:

Registered Office:

Annexure - 1

Shareholding pattern of the Company before and after the proposed preferential issue

Notes:

Annexure - 2

Details of proposed allottees in the proposed preferential issue

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Remsons Industries Ltd. Proxy Solicitation & Information Statement 2025