Rushil Decor Limited — AGM Information 2023

Sep 1, 2023

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RUSHIL DECOR LIMITED WE'LL MAKE IT

RDU055/2023-24 Date: 01.09.2023

To, National Stock Exchange of India Ltd. Exchange Plaza, Bandra - Kurla Complex, Sandra (E), Mumbai - 400 051 NSE EQUITY SYMBOL: RUSHIL

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 BSE SCRIP CODE: 533470

ISIN: INE573K01017

Dear Sir/Madam,

Sub: Submission of Notice of 29[th ] Annual General Meeting

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclose herewith the Notice of the 29[th ] Annual General Meeting of RUSHIL DECOR LIMITED (the Company) which is scheduled to be held on Monday, 25[th ] day of September, 2023 at 11.15 A.M. through Video Conferencing ("VC") I Other Audio Visual Means (OAVM).

The aforesaid notice has also been placed on the website of the Company at ww.rushil.com

Cut-off Date: We would further like to inform that the Company has fixed Friday, 15[th ] September, 2023 as the cut-off date for the purpose of remote e-voting, for ascertaining the names of the Shareholders holding shares either in physical form or in dematerialized form, who will be entitled to cast their votes electronically in respect of the businesses to be transacted at the AGM as well as for determining the shareholders who will entitle for payment of dividend, if declared at the AGM.

This is for your information and record.

Thanking you

Yours Faithfully,

For, Rushil Decor Limited

HASMUKH Digitally signed by HASMUKH KANUBHAI MODI KANUBHAI MODI Date: 2023.09.01 14:44:50 +05'30'

Hasmukh K. Modi Company Secretary

Encl.: Notice of the AGM

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RUSHIL DECOR LTD., RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

REGO. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR·MANSA ROAD,

TA. KALOL, 01ST. GANDHINAGAR-382845, GUJARAT, INDIA. I GIN: L25209GJ1993PLC019532

PH: +91-79-61400400 I FAX: +91-79-61400401 I EMAIL: INFO@RUSHIL.COM I WWW.RUSHIL.COM

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RUSHIL DECOR LIMITED

CIN: L25209GJ1993PLC019532

Registered Office: S. No. 125, Nr. Kalyanpura Patia, Vill. Itla, Gandhinagar Mansa Road, Tal. Kalol, Dist. Gandhinagar ‑ 382845. Tel No. 079‑61400400 E-mail Id: ipo@rushil.com | Website: www.rushil.com

NOTICE OF 29[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty Ninth (29[th] ) Annual General Meeting of RUSHIL DECOR LIMITED (CIN: L25209GJ1993PLC019532) will be held on Monday, 25[th ] September, 2023 at 11.15 A.M. IST through Video Conferencing/ Other Audio‑Visual Means, to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2023, together with the Reports of the Board of Directors and the Auditors thereon.

2. To declare a final dividend of ₹ 0.50 (Fifty Paisa) per Equity Share of ₹ 10/- each for the financial year ended 31[st] March, 2023.

3. To appoint a Director in place of Mr. Ramanik T. Kansagara (DIN: 08341541) who retires by rotation and, being eligible, offers himself for re‑appointment.

SPECIAL BUSINESS:

1. To consider about the continuation of appointment and fixing the remuneration of Mrs. Krupa K. Thakkar, relative of director(s) and in this connection, to approve with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and Its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re‑enactment thereof for the time being in force) and as approved by the board of directors on the recommendation of the Nomination and Remuneration Committee, the consent of the members of the Company be and is hereby accorded for continuation of the appointment of Mrs. Krupa K. Thakkar who is relative of Director(s) with following terms and conditions:

Sr. No.	Particulars	Details
1	Name	Mrs. Krupa K. Thakkar
2	Nature of Relationship	She is wife of Mr. Krupesh G. Thakkar, Chairman and Managing Director of the Company & Mother of Mr. Rushil K. Thakkar, Director of the Company
3	Designation	Vice President – Business Development or such other designation as is appropriate for the tasks that to be assigned from time to time.
4	Effective Date	Starting from 1stday of October, 2023.
5	Responsibility and Work profle	Business development, HR, Finance, Accounts, Brand building. However, it can be changed as per requirement of the Company and after mutual consent of both the parties.
6	Advance payment (if any)	As per policy of the Company for other employees.
7	Remuneration and Material terms:
	A. Salary	5,00,000/‑ (Rupees Five Lakhs only) per month including perquisites, with<br>annual increment of not more than 20% over the last year’s remuneration or<br>such other amount as may be decided by the board from time to time subject<br>to maximum of10,00,000/‑(Rupees Ten Lakhs only) per month.
	B. Perquisites and Benefts	Benefts, perquisites and allowances as may be determined from time to time. But, it may be covered in monthly salary as fxed above. However, some expenses which are incurred for the promotion of business and which are in the routine course like business tour, mobile bill, petrol etc. will not be treated as benefts, perquisites or allowances of Mrs. Krupa K. Thakkar.
	C. Terms of Appointment	I. All personnel policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the appointee, unless specifcally provided otherwise by the Board of Directors. II. The terms and conditions of appointment of the appointee also include clauses pertaining to adherence with the Code of Conduct applicable to the board of directors and senior management personnel of the Company, no conflict of interest with the Company and maintenance of confdentiality. III. Other terms and conditions will be as mutually decided by HR Department of the Company and Mrs. Krupa K. Thakkar.

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NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, matters, deeds and things, settle any queries/difficulties/ doubts arise from it, as may be considered necessary, proper or expedient to give effect to this resolution and for matters connected herewith or incidental thereto in the best interest of the Company.”

NOTES:

1. The Ministry of Corporate Affairs (MCA) vide its General Circulars dated 8[th] April, 2020, 13[th] April, 2020, 5[th] May, 2020, 13[th] January, 2021, 14[th] December, 2021 and 28[th] December, 2022 (collectively referred to as MCA Circulars) has permitted the holding of the Annual General Meeting (AGM) through Video Conferencing (VC)/ Other Audio‑Visual Means (OAVM), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India (SEBI) vide its circulars dated 12[th] May, 2020, 15[th] January, 2021, 13[th] May, 2022 and 5[th] January, 2023 (SEBI Circulars) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

2. In compliance with the applicable provisions of the Companies Act, 2013 (the Act), the SEBI Listing Regulations and the MCA Circulars, the 29[th] AGM of the Company is being held through VC / OAVM on Monday, 25[th] September, 2023 at 11.15 A.M. (IST). The deemed venue of the proceedings of the 29[th] AGM shall be the Registered Office of the Company at S. No. 125, Near Kalyanpura Patia, Village Itla, Gandhinagar – Mansa Road, Tal. Kalol, Dist. Gandhinagar – 382845, Gujarat.

3. 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 through VC or OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM and hence the proxy form, attendance slip and route map of AGM are not annexed to this notice.

4. Corporate Members and Institutional Investors intending to appoint their authorised representatives pursuant to Section 113 of the Act to attend the AGM through VC/ OAVM or to vote through remote e‑Voting are requested to send a certified copy of the Board Resolution to the Scrutiniser by e‑mail at csdoshiac@ gmail.com with a copy marked to evoting@nsdl.co.in and ipo@rushil.com.

5. 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 of the Company will be entitled to vote at the AGM.

6. The attendance of the Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

7. As per the provisions of Clause 3.A.II. of the General Circular No. 20/2020 dated May 5, 2020, the matter of Special Business as appearing at Item No. 4 of the accompanying Notice, are considered to be unavoidable by the Board and hence, forming part of this Notice.

8. The relative Explanatory Statement pursuant to Section 102 of the Act setting out the material facts in respect to the business under Item No. 4 of the Notice is annexed hereto. The relevant details, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (SS‑2), in respect of the Director seeking re‑appointment at this AGM are also annexed. Requisite declarations have been received from the Director seeking re‑appointment.

9. The Members can join the AGM in the VC / OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The facility of participation at the AGM through VC / OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders’ Relationship Committee, the Auditors, etc. may be allowed to attend the meeting without any restrictions on first come first served basis.

10. Pursuant to the MCA and SEBI Circulars, the Integrated Annual Report including the Notice of the AGM for 2022‑23 is being sent by electronic mode to all the Members whose e‑mail addresses are registered with the Company/ Depository Participants (DPs). The Company shall send a physical copy of the Integrated Annual Report to those Members who specifically request for the same at ipo@rushil.com mentioning their Folio No./ DP ID and Client ID. The Notice convening the 29[th] AGM has been uploaded on the website of the Company at www.rushil.com/ invesot relationship/ and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the website of NSDL at www.evoting.nsdl.com.

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NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

11. Book Closure and Dividend:

The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 16[th] September, 2023 to Monday, 25[th] September, 2023; (both days inclusive) for the purpose of reckoning the entitlement of dividend for the Financial Year ended 31[st] March, 2023 and the 29[th] AGM. The dividend of ₹0.50 per equity share of ₹10 each (5 %), if declared at the AGM, will be paid subject to deduction of tax at source (TDS) on or after Wednesday, 27[th] September, 2023 as under:

• (a) For shares held in electronic form: To all the Beneficial Owners as of close of the business hours on Friday, 15[th] September, 2023 as per the list of beneficial owners to be furnished by the NSDL and Central Depository Services (India) Limited (CDSL) and

• (b) For shares held in physical form: To all Members whose names appear in the Company’s Register of Members, after giving effect to valid transmission and transposition in respect of valid requests lodged with the Company on or before the close of business hours on Friday, 15[th] September, 2023.

• Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1[st] April, 2020 and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (the IT Act). In general, to enable compliance with TDS requirements, Members are requested to complete and/ or update their Residential Status, Permanent Account Number (PAN), Category as per the IT Act with their DPs or in case shares are held in physical form, with the Company/ Bigshare Services Private Limited by sending documents at its e‑mail ID investor@bigshareonline.com with CC to account@rushil.com on or before Friday, 15[th] September, 2023 in order to enable the Company to determine and deduct appropriate TDS/ withholding tax rate. No communication/ documents on the tax determination/ deduction shall be considered post 11:59 p.m. (IST) of Friday, 15[th] September, 2023. For the detailed process, please click here: https://rushil. com/admin/uploads/12/27/RDL‑‑‑Communication_ to_shareholders_-_Tax_on_Dividend_22-23.pdf

• Updation of mandate for receiving dividend directly in bank account through Electronic Clearing System or any other means in a timely manner:

Shares held in Physical form: Further, in order to receive the dividend in a timely manner, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means, are requested to follow the below instructions and send the following documents in original to the RTA, latest by Thursday, 14[th] September, 2023:

• a) Form ISR‑1 along with supporting documents. The said form is available on the website of the Company at https://rushil.com/admin/uploads/12/20/ Form‑ISR‑1‑‑REQUEST‑FOR‑REGISTERING‑ PAN‑‑KYC‑DETAILS‑OR‑CHANGES‑‑UPDATION‑ THEREOF.pdf and on the website of the RTA at https://www.bigshareonline.com/.

• b) Cancelled cheque in original, bearing the name of the Member or first holder, in case shares are held jointly. In case name of the holder is not available on the cheque, kindly submit the following documents:

• i) Cancelled cheque in original

• ii) Bank attested legible copy of the first page of the Bank Passbook/ Bank Statement bearing the names of the account holders, address, same bank account number and type as on the cheque leaf and full address of the bank branch.

• c) Self‑attested photocopy of the PAN Card of all the holders; and

• d) Self‑attested photocopy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the first holder as registered with the Company.

Shares held in electronic form: Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/ addition/ deletion in such bank details. Accordingly, the Members holding shares in electronic form are requested to update their Electronic Bank Mandate with their respective DPs by Thursday, 14[th] September, 2023.

Further, please note that instructions, if any, already given by Members in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form.

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NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non‑registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers’ cheque/ demand draft to such Members, as soon as possible.

1. Members are requested to note that dividends, if not encashed for a consecutive period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members/ Claimants are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/ shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF‑5 available on www.iepf.gov.in. The Members/ Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

15. Updation of PAN and other details:

SEBI vide its Circular dated 16[th] March, 2023, mandated furnishing of PAN, KYC details (i.e. Postal Address with Pin Code, mobile number, bank account details) and Nomination by holders of physical securities through Form ISR‑1, Form ISR‑2, Form ISR‑3, Form SH‑13 and Form SH‑14 (as applicable). Moreover, shareholders are encouraged to register their e‑mail IDs to avail online services. The said forms are available on the Company’s website at https:// rushil.com/investor_relationship.php#a497 and on the website of the RTA at www.bigshareonline.com.

In terms of above Circular, folios of physical shareholders wherein any one of the said details such as PAN, KYC details and nomination are not available, shall be frozen with effect from October 1, 2023 and such physical shareholders will not be eligible to lodge grievances or avail service requests from the RTA of the Company and will not be eligible for receipt of dividend in physical mode until the said details are furnished.

Further, Shareholders holding shares in physical mode are requested to ensure that their PAN is linked to Aadhar by the date as specified by the Central Board of Direct Taxes to avoid freezing of folio.

Further, as per the above SEBI circular, the frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and Prevention of Money Laundering Act, 2002, after 31[st] December, 2025.

1. Members are also requested to intimate changes, if any, pertaining to their name, postal address, e‑mail address, telephone/ mobile numbers, PAN, registration of nomination, power of attorney registration, Bank Mandate details, etc. to their DPs in case the shares are held in electronic form and to the Registrar at Bigshare Services Private Limited, Office No S6-2, 6[th ] floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai‑400 093, Maharashtra, India in case the shares are held in physical form, quoting their folio number. Changes intimated to the DP will then be automatically reflected in the Company’s records.

2. Members may please note that SEBI vide its Circular dated 25[th] January, 2022 has mandated the Listed Companies to issue securities in dematerialised form only while processing service requests viz. 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 and Transposition.

3. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the website of the Company at https://rushil.com/ investor_relationship.php#a497 and on the website of the RTA at www.bigshareonline.com It may be noted that any service request can be processed only after the folio is KYC Compliant.

4. In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. In view of the same and to get inherent benefits of dematerialisation, Members holding shares of the Company in physical form, are requested to kindly get their shares converted into dematerialised form. Members can contact Company’s RTA at investor@ bigshareonline.com for assistance in this regard. Members may also refer to the Company’s website https://rushil.com/investor_relationship.php#a497

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NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH‑13. If a Member desires to opt out or cancel the earlier nomination and record fresh nomination, he/she may submit the same in Form ISR‑3 or Form SH‑14, the said forms can be downloaded from the Company’s website at https://rushil.com/investor_relationship. php#a497 and from the website of the RTA at www. bigshareonline.com Members are requested to submit the said form to their DP in case the shares are held by them in electronic form and to the RTA at investor@ bigshareonline.com in case the shares are held in physical form, quoting their folio no.

2. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.

3. During the 29[th] AGM, Members may access the electronic copy of Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act; the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act and the other relevant documents and explanatory statement, by writing in advance to the Company on ipo@rushil.com stating their DP/ Client ID or Folio Nos.

23. Process for registering e-mail addresses to receive the Notice of AGM and the Integrated Annual Report for 2022-23 electronically and cast votes electronically:

• I. Registration of e-mail address permanently with Company/ DP:

To support the Green Initiative, Members are requested to register their e‑mail address with their concerned DPs, in respect of electronic holding and with the RTA & Company, in respect of physical holding, by writing to them at investor@bigshareonline.com and ipo@rushil.com. Respectively. Further, those Members who have already registered their e‑mail addresses are requested to keep their e‑mail

addresses validated/ updated with their DPs/ RTA to enable servicing of notices/ documents/ Annual Reports and other communications electronically to their e‑mail address in future.

• II. Alternatively, those Shareholders who have not registered their e‑mail addresses are required to send an e‑mail request to evoting@nsdl.co.in along with the following documents for procuring user id and password for remote e‑Voting for the resolutions set out in this Notice:

• In case shares are held in physical mode , please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), self- attested scanned copy of PAN card, self‑attested scanned copy of Aadhar Card.

• In case shares are held in electronic mode , please provide DP ID‑Client ID (8 digit DP ID + 8 digit Client ID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, self‑attested scanned copy of PAN card, self‑ attested scanned copy of Aadhar Card. If you are an Individual shareholder holding securities in electronic mode, you are requested to refer to the login method explained at para X below under step 1 (A) i.e. Login method for remote e‑Voting and joining virtual meeting for Individual shareholders holding securities in electronic mode.

24. Process and Manner for remote e-voting before / during the AGM:

• I. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, SS‑2 and Regulation 44 of the SEBI Listing Regulations (as amended) read with the MCA Circulars, the Company is providing facility of only remote e‑Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has engaged the services of NSDL for facilitating remote e‑voting before as well as during the AGM to enable the Members to cast their votes electronically.

• II. Members of the Company holding shares either in physical form or in electronic form as on the cut‑off date of Friday, 15[th] September, 2023 may

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NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

cast their vote by remote e‑Voting. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut‑off date only shall be entitled to avail the facility of remote e‑Voting, before as well as during the AGM. A person who is not a member as on the cut‑off date should treat this Notice for information purpose only.

• III. The remote e‑Voting period commences on Thursday, 21[st ] September, 2023 at 9.00 a.m. (IST) and ends on Sunday, 24[th ] September, 2023 at 5.00 p.m. (IST). The remote e‑Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e‑Voting before and during the AGM) shall be in proportion to their share in the paid‑up equity share capital of the Company as on the cut‑off date of Friday, 15[th] September, 2023.

• IV. Any person holding shares in physical form and non‑individual shareholders, who acquires shares of the Company and becomes a Member of the Company after the dispatch of the notice and holding shares as on the cut‑off date, i.e. Friday, 15[th ] September, 2023 may obtain the Login ID and password by sending a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e‑voting, then you can use your existing user ID and password for casting your Vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password” or “Physical User Reset Password” option available on www.evoting. nsdl.com or call on 022 ‑ 4886 7000 and 022 ‑ 2499 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after the dispatch of the Notice and holding shares as of the cut‑off date i.e. Friday, 15[th] September, 2023 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e‑Voting system”.

• V. Members will be provided with the facility for voting through remote e‑voting system during the video conferencing proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e‑Voting,

and are otherwise not barred from doing so, will be eligible to exercise their right to vote at the end of discussion on such resolutions upon announcement by the Chairman. The remote e‑voting module during the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the meeting. Members who have cast their vote by remote e‑Voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again on such resolution(s) for which the member has already cast the vote through remote e‑Voting.

• VI. Mr. Ashish C. Doshi – Practicing Company Secretary (Membership No. FCS‑3544) of M/s. SPANJ & Associates, Company Secretaries, Ahmedabad has been appointed as the Scrutiniser by the Board of Directors of the Company to scrutinise the remote e‑Voting process before and during the AGM in a fair and transparent manner.

• VII. The Scrutiniser shall, after the conclusion of voting at the AGM, first count the votes cast during the Meeting and, thereafter, unblock the votes cast through remote e‑Voting, in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days from the conclusion of the AGM, a Scrutiniser’s Report of the total votes cast in favor or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• VIII. The Results declared, along with the Scrutiniser’s Report, shall be placed on the Company’s website at www.rushil.com and on the website of NSDL at www.evoting.nsdl.com , Immediately after the declaration of the result by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to the Stock Exchanges where the Company’s Equity Shares are listed viz. BSE and NSE and be made available on their respective websites viz. www.bseindia. com and www.nseindia.com. The Result will also be displayed at the Registered Office and Corporate Office of the Company

• IX. The instructions for members for attending the AGM through VC / OAVM are as under:

• i. The Members will be provided with a facility

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NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

to attend the AGM through VC / OAVM. Members may access the same by following the steps mentioned below for ‘Access to NSDL e‑Voting system’. The link for VC / OAVM will be available in ‘Member login’ where the E‑voting Event Number (EVEN) of Company will be displayed. After successful login, the Members will be able to see the link of ‘VC / OAVM link’ placed under the tab ‘Join Annual General Meeting’ against the name of the Company. On clicking this link, the Members will be able to attend and participate in the proceedings of the AGM and submit votes on announcement by the Chairman.

• ii. Members may join the Meeting through Laptops, Smartphones, Tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops 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 glitches.

• iii. Members are encouraged to submit their questions in advance with regard to the

financial statements or any other matter to be placed at this AGM, from their registered e‑mail address, mentioning their name, DP ID and Client ID number/ folio number and mobile number, to reach the Company’s e‑mail address at ipo@rushil.com before 5.00 p.m. (IST) on Friday, 15[th] September, 2023. Such queries will be appropriately responded by the Company

• iv. Members who would like to express their views/ ask questions as a speaker at the Meeting may pre‑register themselves by sending a request from their registered e‑mail address mentioning their names, DP ID and Client ID/ folio number, PAN and mobile number at ipo@rushil.com between Monday, 18[th ] September, 2023 (9:00 a.m. IST) and Thursday, 21[st] September, 2023 (5:00 p.m. IST).

• v. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in or call on toll free nos.:‑ 022 ‑ 4886 7000 and 022 ‑ 2499 7000 or send a request to Ms. Pallavi Mhatre, NSDL at evoting@nsdl.co.in

• X. The instructions for remote e-voting before/ during the AGM are as under:

The way to vote electronically on NSDL e‑Voting system consists of ‘Two Steps’ which are mentioned below:

RUSHIL DECOR LIMITED 7

NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

Step 1: Access to NSDL e-Voting system at https://www.evoting.nsdl.com/

A. Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in electronic mode

In terms of the Circular issued by the SEBI dated 9[th] December, 2020, in relation to e‑Voting facility provided by Listed Companies, Individual shareholders holding securities in electronic 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.

Login method for Individual shareholders holding securities in electronic mode is given below:

• Type of shareholders Login Method Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl. Shareholders holding com either on a Personal Computer or on a mobile. On the e‑Services home page click securities in electronic on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, mode with NSDL. this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e‑Voting services under Value added services. Click on “Access to e-Voting” under e‑Voting services and you will be able to see e‑Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re‑directed to e‑Voting website of NSDL for casting your vote during the remote e‑Voting period or joining virtual meeting and voting during the meeting.

• 1. If you are 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 held with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e‑Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e‑Voting website of NSDL for casting your vote during the remote e‑Voting period or joining virtual meeting and voting during the meeting.

• Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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8 ANNUAL REPORT 2022‑23

NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

Type of shareholders	Login Method
Individual Shareholders holding securities in electronic mode with CDSL	1. Users who have opted for CDSL Easi/ Easiest facility, can login through their existing user id and password Option will be made available to reach e‑Voting page without any further authentication. The users to login Easi/ Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login of Easi/ Easiest, the 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 their vote during the remote e‑Voting period. Additionally, there are also links provided to access the system of all e‑Voting Service Providers, so that the user can visit the e‑Voting service providers’ website directly. 3. 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. 4. Alternatively, the user can directly access e‑Voting page by providing demat Account Number and PAN No. from an e‑Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & E‑mail as recorded in the demat Account. After successful authentication, user will be able to see the e‑Voting option i.e. NSDL where the evoting is in progress and also able to directly access the system of all e‑VotingService Providers.
Individual Shareholders (holding securities in electronic mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant Registered with NSDL / CDSL for e‑Voting facility upon logging in, you will be able to see e‑Voting option. Click on e‑Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e‑Voting feature. Click on company name or e‑Voting service provider i.e. NSDL and you will be redirected to e‑Voting website of NSDL for casting your vote during the remote e‑Voting period or joining virtual meeting & votingduringthe 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 above mentioned website.

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

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

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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

1. Visit the e‑Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

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

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

RUSHIL DECOR LIMITED 9

NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

1. Your User ID details are given below :

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

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

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

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

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e‑Voting system of NSDL.

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

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

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

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e‑Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

10 ANNUAL REPORT 2022‑23

NOTICE OF 29TH ANNUAL GENERAL MEETING (CONTD.)

1. Now you are ready for e‑Voting as the Voting page opens.

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

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

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

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

General Guidelines for Members

• i. Institutional/ Corporate Shareholders (i.e. other than individuals, HUF, NRIs, etc.) are required to send scanned copy (PDF / JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser by e‑mail to csdoshiac@gmail. com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on “Upload Board Resolution/ Authority Letter” displayed under “e-Voting” tab in their login.

• ii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

• iii. In case of any queries/ grievances pertaining to remote e‑Voting (before the AGM and during the AGM), you may refer to the Frequently Asked Questions (FAQs) for shareholders and e‑Voting user manual for shareholders available in the download section of www.evoting.nsdl.com or call on the toll‑free numbers: 022 ‑ 4886 7000 and 022 ‑ 2499 7000 or send a request at evoting@nsdl.co.in.

By Order of the Board of Directors

Ahmedabad, 9[th] August, 2023 Registered Office: S. No. 125, Near Kalyanpura Patia, Gandhinagar Mansa Road, Tal. Kalol, Village Itla, Gandhinagar – 382845 Gujarat, India

Hasmukh K. Modi Company Secretary F.C.S No.: 9969

RUSHIL DECOR LIMITED 11

EXPLANATORY STATEMENT

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), given hereunder sets out all material facts relating to the resolution mentioned at Item No. 4 of the accompanying Notice dated 9[th] August, 2023.

Item No. 4

Mrs. Krupa K. Thakkar who is wife of Mr. Krupesh Thakkar, Managing Director and mother of Mr. Rushil Thakkar, Whole Time Director is working in the Company as Sr. Vice President and has drawn remuneration of ` 57.73 Lakhs during the 2022‑23.

The shareholders of the Company approved her appointment and to pay remuneration to her above the limit as mentioned in Section 188(1)(f) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and Its Powers) Rules, 2014 in the 22[nd] Annual General Meeting held on Tuesday, the 27[th] day of September, 2016.

The Nomination and Remuneration Committee had recommended continuation of her appointment and Remuneration vide their meeting held on 8[th] August, 2023. The Board also considered and approved in their meeting dated 9[th] August, 2023 that her association with Company would be immense benefit to the Company and it is advisable to continue her appointment in the Company with remuneration as mentioned in this resolution.

On looking to her seniority and expertise, the Board of Directors has recommended the resolution at item no. 4 of the notice for approval of the members as an Ordinary Resolution to revise her remuneration with nature, material terms, monetary value and particulars as contained in the said resolution. She is contributing her expertise and knowledge at various areas like HR, Finance, Accounts, Brand building etc.

Mr. Krupesh G. Thakkar, Managing Director and Mr. Rushil K. Thakkar, Whole Time Director being relatives are deemed to be concerned or interested in the resolution. The other relatives of Mrs. Krupa Thakkar may be deemed to be interested in the said resolution at Item No. 4 of the Notice to the extent of their shareholding, if any, in the Company.

None of the other Directors, Key Managerial Personnels of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

By Order of the Board of Directors

Ahmedabad, 9[th] August, 2023 Registered Office: S. No. 125, Near Kalyanpura Patia, Gandhinagar Mansa Road, Tal. Kalol, Village Itla, Gandhinagar – 382845 Gujarat, India

Hasmukh K. Modi Company Secretary F.C.S No.: 9969

12 ANNUAL REPORT 2022‑23

ANNEXURE TO ITEM NO. 3 OF THE NOTICE

Information as required under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India with respect to the Appointment / Re‑appointment of Directors at the ensuing Annual General Meeting is as under:

Name of the Director	Mr. Ramanik T. Kansagara
Director Identifcation Number	08341541
Designation	Executive Director
Date of Birth	15thSeptember,1963
Date ofjoining the Board	2ndFebruary,2019
Qualifcation	Undergraduate
Nature of expertise in specifc functional areas	Vast experience in production of laminate sheets
No. of shares held in the Company as on 31st March, 2023 (In hispersonal capacity)	NIL
Directorships in other listed companies (Other than Rushil Décor limited)	NIL
Committee Memberships/ chairmanship held in other companies(Other than Rushil Décor limited)	NIL
Disclosure of relationships between Directors inter-se	No relationship

By Order of the Board of Directors

Ahmedabad, 9[th] August, 2023 Registered Office: S. No. 125, Near Kalyanpura Patia, Gandhinagar Mansa Road, Tal. Kalol, Village Itla, Gandhinagar – 382845 Gujarat, India

Hasmukh K. Modi Company Secretary F.C.S No.: 9969

RUSHIL DECOR LIMITED 13