Rushil Decor Limited — AGM Information 2025

Aug 25, 2025

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RDL/046/2025-26 Date: 25.08.2025

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

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

ISIN: INE573K01025

Dear Sir/Madam,

Sub: Submission of Notice of 31[st] Annual General Meeting

Pursuant to Regulation 30 read with Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclose herewith the Notice of the 31[st] Annual General Meeting of Rushil Decor Limited (the Company) which is scheduled to be held on Saturday, September 20, 2025 at 11.15 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (OAVM).

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

Cut-off Date: We would further like to inform that the Company has fixed Saturday, 13[th] September, 2025 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

MODI Digitally signed by MODI HASMUKH HASMUKH KANUBHAI Date: 2025.08.25 KANUBHAI 15:04:45 +05'30' ____ Hasmukh K. Modi Company Secretary

Encl.: Notice of the AGM

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NOTICE 31[ST] ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty First (31[st] ) Annual General Meeting of the members of Rushil Decor Limited (“the Company”) (CIN: L25209GJ1993PLC019532) will be held on Saturday, September 20, 2025 at 11.15 A.M., Indian Standard Time (IST) through Video Conferencing / Other Audio-Visual Means (“VC/ OAVM”) facility, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March 2025, together with the Reports of the Board of Directors and Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March 2025, together with the Report of the Auditors thereon.

3. To declare a final dividend of ₹ 0.10 per equity share of face value of ₹ 1 each, for the financial year ended 31[st] March, 2025.

4. 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. Appointment of Secretarial Auditor of the Company:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modifications or re-enactment thereof for the time being in force and pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendations of the Board of Directors, the consent of the Members be and is hereby accorded to the appointment of M/s. SPANJ & Associates, Practicing Company Secretaries, (Firm Registration No. P2014GJ034800), as the Secretarial Auditors of the Company to hold office for a period of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, to conduct the secretarial audit of the Company on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors from time to time and to avail any other services, certificates, or reports as may be permissible under the applicable laws.

RESOLVED FURTHER THAT Mr. Krupesh G. Thakkar and/or Mr. Rushil K. Thakkar, Directors and/or Mr. Hasmukh Modi, Company Secretary of the Company be and are hereby

severally authorized to finalize the terms and conditions of the appointment and to do all such acts, deeds, matters, and things as may be necessary, expedient, or incidental to give effect to this resolution.”

1. Re-Appointment of Mr. Hiren S. Mahadevia (DIN:00156429) as an Independent Director:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Companies Act, 2013 and Regulation 16(1)(b), 25 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the performance evaluation, recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at their respective Meetings held on August 02, 2025, Mr. Hiren S. Mahadevia (DIN:00156429), who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company for a second term of five (5) years w.e.f August 09, 2025 upto August 08, 2030.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and are hereby severally authorized to take such steps, as may be required, for obtaining necessary approvals, if any, and to settle all matters arising out of and incidental thereto and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid and further to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to the said resolution.”

By Order of the Board of Directors

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

Ahmedabad, August 11, 2025 Registered Office:

S NO 149, Near Kalyanpura Patia, Village Itla, Gandhinagar Mansa Road, Tal. Mansa, Gandhi Nagar - 382845, Gujarat, India. CIN: L25209GJ1993PLC019532 Tel.: 079 61400400 E-mail: ipo@rushil.com Website: www.rushil.com

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RUSHIL DECOR LIMITED 31st ANNUAL REPORT 20 24-25

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NOTES:

1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM. The deemed venue for the AGM will be the Registered Office of the Company.

2. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the Act) setting out material facts concerning the business under Item Nos. 5 & 6 of the Notice is annexed hereto. The relevant details pursuant to Regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/ re-appointment at this AGM are also annexed.

3. Since this AGM is being held through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map for the AGM are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

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

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

6. As per the provisions of Clause 3.A.II of the General Circular No. 20/2020 dated 5[th] May 2020 issued by MCA, the matters of Special Business as appearing at Item Nos. 5 & 6 of the accompanying Notice, are considered to be unavoidable by the Board and hence, forming part of this Notice.

7. The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

8. In line with the MCA & SEBI Circulars and the latest SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October 2024, the Notice of the AGM along with the Annual Report 2024-25 is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depository Participants (‘DP’). The Notice calling the AGM has been uploaded on the website of the Company at www.rushil.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. The Company shall send a physical copy of the Annual Report 2024-25 to those Members who request the same at ipo@rushil.com mentioning their DP ID and Client ID. In accordance with Regulation 36(1)(b) of the SEBI LODR Regulations, a letter is being sent to the shareholders whose email addresses are not registered with the DP, providing a web-link for accessing the Annual Report 2024-25.

9. In case of joint holders attending the Meeting, 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.

10. SEBI has established a common Online Dispute Resolution Portal (ODR Portal) for resolution of disputes arising in the Indian Securities Market. Pursuant to this, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal: https://smartodr.in/login.

11. The Company has fixed Saturday, September 13, 2025 as the “Record Date” for determining entitlement of Members to final dividend for the financial year ended 31[st] March 2025, if approved at the AGM. The dividend of ₹ 0.10 (Ten Paisa) per equity share of face value of ₹ 1 each (10%), if declared at the AGM, will be paid subject to deduction of tax at source (TDS) on or after Tuesday, 23[rd] September 2025 as under:

12. (a) For shares held in electronic form: To all the Beneficial Owners as of close of business hours on Saturday, September 13, 2025 , as per the list of beneficial

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01 CORPORATE OVERVIEW 34 STATUTORY REPORTS 121 FINANCIAL STATEMENTS

owners furnished by NSDL and CDSL in respect of the shares held in electronic form; and

• (b) For shares held in physical form: To all the Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of close of business hours on Saturday, September 13, 2025 .

• SEBI has mandated that with effect from 1[st] April 2024, dividend to shareholders holding shares in physical form shall be paid only through electronic mode. Such payment shall be made only if the folio is KYC compliant i.e., the details of PAN, choice of nomination, contact details, mobile no., complete bank details and specimen signatures are registered. Shareholders who hold shares in dematerialized form and wish to update their PAN, KYC and nomination details are required to contact their respective Depository Participants (DPs).

• Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. 1[st] April 2020 and the Company is required to deduct TDS from the dividend paid to the Members at prescribed rates under 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, PAN, Category as per the IT Act with their DPs or in case shares are held in physical form, with the Company and/or the Registrar & Transfer Agents of the Company by sending documents along with the request Form ISR-1 through e-mail by Saturday, September 13, 2025 .

• 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 Demat form are requested to update their Electronic Bank Mandate with their respective DPs by Saturday, September 13, 2025 . 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’ cheques / demand draft to such Members.

• Members who have not claimed/received their dividend paid by the Company in respect of earlier years, are requested to note that in terms of Section 125 of the Act, any dividend unpaid/unclaimed for a consecutive period of 7 years from the date these first became due for payment, is to be transferred to the Central Government to the credit of the Investor Education & Protection Fund (IEPF). The details of the unclaimed dividends and the underlying shares that are liable to be transferred to IEPF are also available at the Company’s website www.rushil.com 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 web Form No. IEPF-5 available on https:// www.mca.gov.in/content/mca/global/en/foportal/fologin. html.

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 cancel the earlier nomination and record a fresh nomination, he may submit the same in Form SH-14. Members are requested to submit the said form to their DPs in case the shares are held in electronic form and to the Registrar and Share Transfer Agent of the Company in case the shares are held in physical form, quoting your folio number.

2. During the AGM, the Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. Additionally, Members desiring inspection of statutory registers and other relevant documents referred to in the Notice may send their request in writing to the Company at ipo@rushil.com up to the date of AGM by mentioning their DP ID & Client ID/Folio Number and Mobile No.

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

4. Process for those members whose e-mail addresses are not registered with the DPs/RTA/Company for procuring user id and password and registration of e-mail addresses for e-Voting for the resolution set out in this AGM Notice:

5. a. Registration of e-mail address permanently: Members are requested to register the E-mail with their concerned DPs, in respect of electronic holding and with RTA, in respect of physical holding, by submitting the Form No. ISR-1 duly filled and signed by the holders. 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 the future.

6. b. Alternatively, Members may also send an e-mail request to evoting@nsdl.co.in along with the following documents for procuring User ID and password for e-Voting for the resolutions set out in this Notice:

   • In case shares are held in physical form, please provide Folio No., name of the Shareholder, scanned copy of the share certificate (front and

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RUSHIL DECOR LIMITED 31st ANNUAL REPORT 20 24-25

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back), self-attested scanned copy of PAN card and self-attested scanned copy of Aadhaar card.

  - In case shares are held in Demat form, please provide DP ID-Client ID (16-digit DPID + CLID or 16-digit Beneficiary ID), name, client master or copy of consolidated account statement, self-attested scanned copy of PAN card, and self-attested scanned copy of Aadhaar card. If you are an individual Shareholder holding securities in Demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e., Login method for e-Voting and joining virtual meeting for individual Shareholders holding securities in Demat mode.

1. Remote e-Voting before/during the AGM:

2. 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) and Regulation 44 of SEBI LODR (as amended) and the MCA Circulars, the Company is providing the facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Member using remote e-Voting system as well as remote e-Voting during the AGM will be provided by NSDL.

3. ii. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Saturday, September 13, 2025 may cast their vote by remote e-Voting. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. 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 the AGM as well as remote e-Voting during the AGM. Any person 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., Saturday, September 13, 2025 may obtain the User ID and Password by sending a request at evoting@nsdl. co.in.

4. iii. The remote e-Voting period commences on Wednesday, September 17, 2025 at 9:00 a.m. (IST) and ends on Friday, September 19, 2025 at 5:00 p.m. (IST) . The remote e-Voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Saturday, September 13, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date,

being Saturday, September 13, 2025. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

• iv. Members will be provided with the facility for voting through the electronic voting system during the VC/OAVM proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote at the end of discussion on the resolutions on which voting is to be held, upon announcement by the Company. Members who have casted their vote on resolution(s) by remote e-Voting prior to the AGM will also be eligible to participate at the AGM through VC/ OAVM but shall not be entitled to cast their vote on such resolution(s) again.

• v. The remote e-Voting module on the day of the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

• The Board of Directors had appointed M/s. SPANJ & Associates, Company Secretaries, Ahmedabad as the Scrutinizer for providing facility to the Members of the Company to scrutinize remote e-Voting process before the AGM as well as remote e-Voting during the AGM in a fair and transparent manner.

• The Company shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of remote e-Voting system for all those Members who are present during the AGM through VC/OAVM but have not cast their votes by availing the remote e-Voting facility.

• The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through e-Voting (i.e. votes cast through Remote e-Voting and votes cast during the AGM) and will submit, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who will acknowledge the receipt of the same and declare the result of the voting forthwith.

• The results will be declared within two working days from the conclusion of the AGM. The results declared along with the Scrutiniser’s Report shall be placed on the Company’s website www.rushil.com and on the website of NSDL: www.evoting.nsdl.com. The Company shall simultaneously intimate the results to BSE and NSE, where the shares of the Company are listed and will also display the results at its Registered Office.

• Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of AGM i.e., Saturday, 20[th] September 2025.

• Since the AGM will be held through VC or OAVM, the Route Map is not annexed in this Notice. Instructions for e-voting and attending the AGM through VC/OAVM are given below:

• A. VOTING THROUGH ELECTRONIC MEANS The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

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Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders Login Method

• Individual Shareholders 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ holding securities in evotinglogin.jsp . You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification demat mode with NSDL. code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 & voting during the meeting.

• Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name 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 & voting during the meeting.

• 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 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 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 & 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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RUSHIL DECOR LIMITED 31st ANNUAL REPORT 20 24-25

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Type of shareholders Login Method

• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user holding securities in id and password. Option will be made available to reach e-Voting page without any further demat mode with CDSL authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia. com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 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 No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

• Individual Shareholders 1. You can also login using the login credentials of your demat account through your Depository (holding securities in Participant registered with NSDL/CDSL for e-Voting facility. demat mode) login through their depository 2. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be participants 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 & voting during the meeting.

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

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Login type Helpdesk details
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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 atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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

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1. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or
Your User ID is:
CDSL) or Physical
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a)	For Members who hold shares in demat account		8 Character DP ID followed by 8 Digit Client ID
	with NSDL.		For example if your DP ID is IN300 and Client ID is 12***
			thenyour 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 use your existing password to login and cast your vote.

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

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:

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

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

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

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

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

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

10. 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.

A. 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”.

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

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

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

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RUSHIL DECOR LIMITED 31st ANNUAL REPORT 20 24-25

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

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

B. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

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

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

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

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

C. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/ OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience. Further Members 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.

3. Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/folio

number, email id, mobile number at ipo@rushil.com. The same will be replied by the company suitably.

1. 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 name, DP ID and Client ID/folio number, PAN and mobile number at ipo@rushil.com between Thursday, 11[th] September 2025 (9:00 a.m. IST) and Monday, 15[th] September 2025 (5:00 p.m. IST). Only those Members who have pre-registered themselves as a speaker will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of questions and number of speakers depending on the availability of time for the AGM.

General Guidelines for shareholders

1. 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.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Pallavi Mhatre, Senior Manager, NSDL at evoting@ nsdl.com

3. Investor Awareness Initiative – “Saksham Niveshak” Campaign:

In line with the directions received during the meeting organized by IEPF Authority for Nodal Officers of companies via video conference, your Company has launched a 100-day nationwide campaign titled “Saksham Niveshak” .

The campaign aims to:

1. Resolve issues relating to unclaimed dividends and unclaimed shares .

2. Encourage shareholders to update their KYC and nomination details with the respective Depository Participants for shares held in dematerialised form.

3. Promote transparency and investor empowerment .

The primary objective of the campaign is to educate and facilitate shareholders regarding unclaimed dividends and the process to claim the same. Shareholders are requested to verify whether they have any unclaimed dividends during the last seven years with the Company and take necessary steps to claim them from the Company. The main purpose of the Campaign is reducing the number of shares liable to be transferred to the Investor Education and Protection Fund (IEPF) .

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01 CORPORATE OVERVIEW 34 STATUTORY REPORTS 121 FINANCIAL STATEMENTS

Your Company remains committed to safeguarding shareholders’ interests and ensuring seamless communication and compliance with statutory requirements. Following is the details of the Nodal officer of the Company for communication:

Name: Modi Hasmukh Kanubhai Contact Number: 079 – 61400400 E-mail: ipo@rushil.com Correspondence address: Rushil House, Near Neelkanth Green Bungalow, Off Sindhu Bhavan Road, Shilaj, Ahmedabad – 380059, Gujarat

By Order of the Board of Directors Hasmukh Modi Company Secretary F.C.S No.: 9969

Ahmedabad, August 11, 2025 Registered Office: S NO 149, Near Kalyanpura Patia, Village Itla, Gandhinagar Mansa Road, Tal. Mansa, Gandhi Nagar - 382845, Gujarat, India. CIN: L25209GJ1993PLC019532 Tel.: 079 61400400 E-mail: ipo@rushil.com Website: www.rushil.com

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RUSHIL DECOR LIMITED 31st ANNUAL REPORT 20 24-25

CRAFTING INFINITE VISION

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

For Item No. 5

Pursuant to the provisions of Section 204 and other applicable provisions of the Act, if any, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, every listed company is required to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in Practice.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”), effective from April 1, 2025, the Company is require to appoint Secretarial Auditor for a term of 5 (five) consecutive years with the approval of the shareholders in the Annual General Meeting.

In view of the above, on the basis of recommendations of the Audit Committee, the Board of Directors at its meeting held on May 14, 2025 have appointed M/s. SPANJ & ASSOCIATES, Practicing Company Secretaries (Firm Registration No. P2014GJ034800) as Secretarial Auditor of the Company to conduct secretarial audit for a period of five consecutive years from FY 2025-26 to FY 2029-30.

M/s SPANJ & Associates is a reputed firm of Practicing Company Secretaries led by Principal Partner CS Ashish Doshi, with over 30 years of professional excellence. A dedicated team of qualified Company Secretaries and trained professionals ensures seamless compliance management for both listed and closely held companies. The firm provides a wide gamut of services to a vast network of clients in the matters relating to Corporate Laws including Company Law. It also plays a pro-active role in continuous support services to leading business houses having establishments across the country, Government Corporations and Joint Ventures, MNCs and leading Banks. The focus areas of services of the firm includes advisory services on Companies Act and rules framed thereunder, listing compliances, SEBI Act and Rules, restructuring, revival and rehabilitation, appearance before National Company Law Tribunal (NCLT), Ministry of Corporate Affairs (MCA Offices), SEBI, SAT, Due diligence etc. The firm also provides advisory and support services to leading law firms, Corporate Advisory services firms and SEBI Registered Merchant Bankers. M/s. SPANJ & Associates are eligible to be appointed as Secretarial Auditors of the Company and are not disqualified in terms of SEBI Listing Regulations read with SEBI Circular dated December 31, 2024.

Terms of appointment:

M/s. SPANJ & Associates is proposed to be appointed as Secretarial Auditors of the Company to hold office for a period of 5 (five) consecutive years commencing from FY 2025-26 till FY 2029-30

at such remuneration as mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

M/s. SPANJ & Associates have consented to their appointment as Secretarial Auditors and has confirmed that their appointment will be in accordance with Section 204 of Companies Act, 2015 read with SEBI (LODR) Regulations, 2015.

The proposed remuneration to be paid to the Secretarial Auditors for FY 2025-26 is ` 2 lacs (Rupees two lacs only) plus the applicable taxes and out-of-pocket expenses. Besides the secretarial audit services, the Company may also obtain certifications from SPANJ & Associates under various statutory regulations and certifications required by banks, statutory authorities, audit related services and other permissible non-secretarial audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, as approved by the Board of Directors. The Board of Directors or officers authorised by the Board may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

In view of the above, the consent of the Members is requested to pass an Ordinary Resolution as set out at Item No. 5 of the Notice.

None of the Directors or KMPs of the Company or their respective relatives are concerned or interested either directly or indirectly, in the Resolution mentioned at Item No. 5 of the Notice.

The Board recommends the Resolution set forth in Item No.5 for the approval of the Members of the Company by way of an Ordinary Resolution.

For Item No. 6

Pursuant to the provisions of Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013, Mr. Hiren S. Mahadevia (DIN: 00156429) was appointed as an Independent Director of the Company for a period of one (1) year from August 09, 2024 to August 08, 2025 by the Members at the 30[th] AGM of the Company held on September 20, 2024.

As per Section 149(10) of the Act, an Independent Director can be re-appointed for another term of five (5) consecutive years by passing special resolution by the Company.

Now, based on performance evaluation and recommendation of Nomination and Remuneration Committee and as per the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Act and SEBI (LODR) Regulations, 2015, Mr. Hiren S. Mahadevia is eligible for re-appointment as an Independent Director of the Company.

The Company has received declaration from Mr. Hiren S. Mahadevia that he is not disqualified from being reappointed as a Director in terms of Section 164 of the Act and he is not debarred by SEBI or any other authority from holding the office of Director.

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01 CORPORATE OVERVIEW 34 STATUTORY REPORTS 121 FINANCIAL STATEMENTS

The Company has also received declaration from Mr. Hiren S. Mahadevia that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation 16 (1)(b) of the SEBI Listing Regulations, 2015.

In the opinion of the Board, Mr. Hiren S. Mahadevia fulfils the conditions specified in the Act & the Rules thereunder and the Listing Regulations for re-appointment as an Independent Director, and he is independent from the management of the Company.

The Company has received notice in writing from a Member under Section 160 of the Act proposing the candidature of Mr. Hiren S. Mahadevia for the office of Independent Director of the Company.

In view of the aforesaid provisions of the Act and considering his rich experience, valuable guidance to the Company and better Board performance as an Independent Director, the Board considers that his continued association would be of immense benefit to the Company. Accordingly, the Board recommends the re-appointment of Mr. Hiren S. Mahadevia as an Independent Director for a second term of five (5) consecutive years w.e.f August 09, 2025 upto August 08, 2030 for approval of the Members of the Company by way of Special Resolution for the second term of his appointment.

Copy of the draft letter for appointment of Mr. Hiren S. Mahadevia, Independent Directors setting out the

terms and conditions thereof is available for inspection without payment of any fee by the Members at the Registered Office and Corporate Office of the Company during normal business hours (9:30 A.M. to 6:00 P.M.) on any working day, upto and including the date of AGM of the Company.

Mr. Hiren S. Mahadevia would be entitled to sitting fees for attending the meetings of the Board & its Committees as approved by the board of directors in respect of the Non- Executive Directors.

Apart from receiving Directors’ sitting fees as may be decided pursuant to the provisions of the Act and SEBI Listing Regulations, Mr. Hiren S. Mahadevia does not have any other pecuniary relationship with the Company.

Except Mr. Hiren S. Mahadevia, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in this resolution.

Mr. Hiren S. Mahadevia is not related to any Director of the Company. Brief profile of Mr. Hiren S. Mahadevia, nature of his expertise in functional areas and other relevant details including relationships between directors as required under SEBI Listing Regulations, 2015 and the Secretarial Standard – 2 and other provisions of applicable laws are annexed to the Notice.

The Board recommends the resolution set out in the Item No. 6 for approval of the Members as a Special Resolution.

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RUSHIL DECOR LIMITED 31st ANNUAL REPORT 20 24-25

CRAFTING INFINITE VISION

ANNEXURE TO NOTICE

Details of Directors seeking appointment / re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings.

1. Mr. Ramanik T. Kansagara, Executive Director

Mr. Ramanik T. Kansagara, Executive Director
Name of Director and DIN	Mr. Ramanik T. Kansagara(DIN: 08341541)
Age / Date of birth	61years / 15thSeptember,1963
Nationality	Indian
No. of shares held	NIL
Qualifcation	Undergraduate
Brief profle and nature of expertise in specifc functional areas	Vast experience in production of laminate sheets, Administration, Project implementation etc.
Date of frst appointment on the Board	2ndFebruary,2019
Terms and conditions of appointment	In terms of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Ramanik T. Kansagara, who retires by rotation, is proposed to be re-appointed as a Director of the Company,liable to retire byrotation.
Remuneration last drawn (FY 2024-25) (per annum)	`38 Lacs
Relationship with other Directors, Manager and KeyManagerial Personnel of the Company	No relationship
Other Directorshipas on March 31,2025.	NIL
Chairmanship/ Membership of the Committees of other Companies in which position of Director is held	NIL
Resignations, if any, from listed entities (in India) in past threeyears	None
Details of Board/ Committee Meetings attended duringtheyear	The details of his attendance are given in the Corporate Governance Report,which forms apart of this Integrated Annual Report.

Details of Board/ Committee Meetings attended The details of his attendance are given in the Corporate Governance during the year Report, which forms a part of this Integrated Annual Report.

2. Mr. Hiren S. Mahadevia, Non-Executive Independent Director

Name of Director and DIN	Mr. Hiren S. Mahadevia(DIN: 00156429)
Designation	Non-Executive Independent Director
Age / Date of birth	62years / 24thJune,1963
Nationality	Indian
No. of shares held	NIL
Qualifcation	B.Com. (Graduate), L.L.B.(Special), MBA – Finance, CS (Member of the Institute of CompanySecretaries of India)
Brief profle and nature of expertise in specifc functional areas	He is a top-level fnance and legal management professional with a robust track record of over 35 years’ experience. He retired on June 30, 2023, after more than 35 years of rich service experience with one group (Ashima Group). He has expertise in the Strategic Financial Management, Legal Management, Corporate Planning, Project Management, HRD/ Resource Management, Accounting Operations/ Taxation, Group Business Modellingetc.
Date of frst appointment on the Board	August 09,2024
Terms and conditions of appointment	Appointment as an Independent Director for a term of fve years commencing from August 09, 2025 up to August 08, 2030,not liable to retire byrotation.
Remuneration last drawn (FY 2024-25) (per annum)	He is not drawing any remuneration other than sitting fees.
Details of remuneration sought to bepaid	Eligible for sittingfees for attendingthe meetingof Board and Committees.
Relationship with other Directors, Manager and KeyManagerial Personnel of the Company	None
Other Directorshipas on March 31,2025.	NIL
Chairmanship/ Membership of the Committees of other Companies in which position of Director is held	NIL
Resignations, if any, from listed entities (in India) in past threeyears	NIL
Details of Board/ Committee Meetings attended duringtheyear	The details of his attendance are given in the Corporate Governance Report,which forms apart of this Integrated Annual Report.

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01 CORPORATE OVERVIEW 34 STATUTORY REPORTS 121 FINANCIAL STATEMENTS