Sadhana Nitrochem Ltd. — Proxy Solicitation & Information Statement 2024

Dec 17, 2024

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Date: December 17, 2024

To	To
BSE Limited	National	Stock Exchange	of	India
1stFloor, P.J. Towers,	Limited
Dalal Street, Mumbai - 400001	Exchange	Plaza, C-1, Block G,
Scrip Code: 506642	Bandra Kurla Complex, Bandra		(E),
	Mumbai -	400051, India
	Symbol: SADHNANIQ

Subject: Submission of Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Postal Ballot Notice for seeking approval of the members of the Company for the following:

Sr. No.	Particulars	Resolution Type
1.	Ratification of transactions entered into between the Company and Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co.Pvt.Ltd. (Holding Company)	Ordinary
2.	Approval of Material Related Party Transactions ofthe Company	Ordinary
3.	Appointment of Mr. Uday Krishna Laud (DIN: 10829837) as Non-Executive Independent Director of the Company.	Special

In compliance with applicable General Circulars issued by the Ministry of Corporate Affairs, Government of India and SEBI, the Postal Ballot notice has been sent only through electronic mode to those members whose e-mail addresses were registered with the Company/Depositories and whose names were recorded in the Register of Members/ List of Beneficial Owners as on the Cut-off date i.e. Friday, December 13, 2024.

The Company has engaged the services of National Securities Depository Limited to provide remote e-voting facility to enable the members to cast their votes electronically. The remote e-voting period shall commence from Thursday, December 19, 2024 at 9:00 A.M. (IST) and shall conclude on Friday, January 17, 2025 , at 5:00 P.M. (IST ) (both days inclusive). The e-Voting module shall be disabled by NSDL for voting thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. The shareholders are required to communicate their assent or dissent through the remote e-voting system only.

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The Postal Ballot notice is also available on the Company’s website at www.sncl.com

Kindly take the same on your records.

FOR SADHANA NITRO CHEM LIMITED

NITIN Digitally signed by NITIN RAMESHCHAN RAMESHCHANDRA JANI Date: 2024.12.17 DRA JANI 13:55:40 +05'30'

Nitin Rameshchandra Jani Company Secretary Membership No.: A4757

Enclosure: Postal Ballot Notice

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 read with Section 108 of the Companies Act, 2013, Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India]

E-VOTING COMMENCES ON	E-VOTING CONCLUDES ON
Thursday, December 19, 2024, at 9.00 a.m.	Friday, January 17, 2025, at 5.00 p.m.

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 read with Section 108, Section 102 of the Companies Act, 2013, (‘the Act’) (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and other applicable provisions, if any read with Rule 22 and Rule 20 of the Companies (Management and Administration) Rules, 2014, ( “the Rules” ), as amended from time to time vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (collectively, the “MCA Circulars” ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ) and the Secretarial Standard on General Meetings (‘SS-2’), issued by The Institute of Company Secretaries of India (‘ICSI’) as amended and pursuant to any other applicable laws, rules or regulations for the time being in force, to transact the special businesses as set out hereunder is proposed to be passed by Ordinary/ Special Resolutions by members of Sadhana Nitro Chem Limited ( “the Company” ) through Postal Ballot ( “Postal Ballot” ) only by way of remote e-voting facility (“remote e-voting facility”).

Pursuant to Section 102, Section 108, Section 110 and other applicable provisions of the Act, the Explanatory Statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof are annexed to this Postal Ballot Notice (“Notice”) for your consideration and forms part of this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors, in its meeting held on November 13, 2024 has appointed CS Dr. Chetan Gandhi (Certificate of Practice No. 11416), failing him, CS Hetal Doshi (Certificate of Practice No. 9510), Practicing Company Secretary (email: chetan@npvca.in), as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rule 18 of the Rules, the Company is providing the facility of remote e-voting to its members on the items of business set out in this Notice and has engaged the services of National Securities Depository Limited (“NSDL”) for this purpose.

In compliance with the MCA Circulars referred to as above and SEBI Listing Regulations, this Postal Ballot Notice is being sent by e-mail to only those shareholders, who have registered their e-mail addresses with the Company / Registrar & Share Transfer Agent / Depository / Depository Participants and whose names appear in the register of members / List of beneficial owners of the Company provided by NSDL as on Friday, December 13, 2024 (i.e., the “Cut-off

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Date”) . In case the Member’s e-mail address is not registered or updated with the Company, they can follow the process mentioned in the Notes to this Postal Ballot Notice for receiving the Notice, login ID and password for e-voting on the proposed resolutions.

The members are requested to read the Instructions given in the Notes of the Notice under the Section ‘Instructions of E-voting’, to cast their votes electronically from respective locations. The communication of assent or dissent of the members would only take place through remote E- voting facility.

The e-voting period shall commence on Thursday, December 19, 2024 (09:00 A.M. ) Indian Standard Time (IST) and conclude on Friday, January 17, 2025 (05:00 P.M. IST) , both days inclusive. Members are requested to record their Assent or Dissent on the resolutions set out in this Postal Ballot Notice through remote e-voting only not later than 05:00 P.M. IST on Friday, January 17, 2025 , after which the remote e-voting facility shall be disabled by NSDL, and voting shall not be allowed beyond said time. Members are requested to cast their votes through the remote e-voting process within the remote e-voting period, failing which it will be strictly considered that no vote has been received from the concerned Member.

The Scrutinizer will submit his report to the Chairman of the Company or any other person duly authorized by him, after completion of scrutiny of votes casted electronically. The results of Postal Ballot will be declared to the Stock Exchanges where the Equity shares of the Company are listed within two working days from the conclusion of Postal Ballot through remote e-voting process i.e on or before Monday, January 20, 2025 . Additionally, the Scrutinizers Report along with the Voting Results will be uploaded on the Company’s website www.sncl.com and on the website of NSDL www.evoting.nsdl.com.

The Resolutions if passed by requisite majority, shall be deemed to have been passed on Friday, January 17, 2025 being the last day of remote e-voting.

SPECIAL BUSINESS:

1. RATIFICATION OF TRANSACTIONS ENTERED INTO BETWEEN THE COMPANY AND SHRI. ASIT D. JAVERI (EXECUTIVE CHAIRMAN), SHRI. ABHISHEK A. JAVERI (MANAGING DIRECTOR) AND MANEKCHAND PANACHAND TRADING INVESTMENT CO. PVT. LTD. (HOLDING COMPANY):

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions and as per the approval of the Audit Committee and Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to ratify the transactions, whether individually and/or in the aggregate, may exceed 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statements, whichever

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is lower, or any other materiality threshold as may be applicable under law / regulations from time to time, entered into through contract(s)/ arrangement(s)/ transaction(s) or any renewal(s) or extension(s) or modification(s) thereto, as more specifically set out in Annexure A in the explanatory statement to this resolution on the material terms and conditions.

RESOLVED FURTHER THAT Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company) has entered into the transactions with the Company for the period from April 01, 2024 to November 13, 2024 which qualify as material related party transactions.

RESOLVED FURTHER THAT Shri. Asit D. Javeri, Executive Chairman and/or Shri. Abhishek A. Javeri, Managing Director and/or Shri. Rakesh R. Kothari, Chief Financial Officer and/or Shri. Nitin R. Jani, Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things including delegation in this connection and incidental thereto as they may deem fit in their absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company.’’

2. APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY:

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions and as per the approval of the Audit Committee and Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) or any other applicable provisions of the SEBI Listing Regulations) with Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (the Holding Company), as more specifically set out in Annexure B in the explanatory statement to this resolution on the material terms and conditions.

RESOLVED FURTHER THAT Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company) has entered/ may enter into the transactions with the Company for the period commencing from November 14, 2024 till F.Ys ending on March 31, 2029 which may qualify as material related party transactions.

RESOLVED FURTHER THAT Shri. Asit D. Javeri, Executive Chairman and/or Shri. Abhishek A. Javeri, Managing Director and/or Shri. Rakesh R. Kothari, Chief Financial Officer and/or Shri. Nitin R. Jani, Company Secretary be and are hereby severally authorized to do all such acts,

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deeds, matters and things including delegation in this connection and incidental thereto as they may deem fit in their absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company .”

3. APPOINTMENT OF MR. UDAY KRISHNA LAUD (DIN:10829837) AS NON – EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and, if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV, and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association of the Company and such other approval(s), consent(s) or permission(s), as may be required, and on the basis of recommendation of the Nomination and Remuneration Committee, Mr. Uday Krishna Laud (DIN: 10829837) who was appointed as an Additional Director in the Board meeting held on November 13, 2024 in the capacity of Non-Executive Independent Director with effect from November 13, 2024 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years commencing from November 13, 2024 upto November 12, 2029, also he shall be entitled for applicable sitting fees and shall not be liable to retire by rotation.

RESOLVED FURTHER THAT Shri. Asit D. Javeri, Executive Chairman and/or Shri. Abhishek A. Javeri, Managing Director and/or Shri. Rakesh R. Kothari, Chief Financial Officer and/or Shri. Nitin R. Jani, Company Secretary be and are hereby severally authorised to sign and submit all relevant e-forms, documents in respect of the aforesaid appointment with the Registrar of Companies and to do all such acts, deeds and things as may be necessary for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto .”

Registered Office: Hira Baug, 1[st] Floor Kasturba Chowk, (C.P. Tank), Mumbai - 400004 CIN: L24110MH1973PLC016698 E-mail: sadhananitro@sncl.com Date: November 13, 2024

By Order of the Board of Directors For Sadhana Nitro Chem Limited

Sd/Nitin. R. Jani Company Secretary and Compliance Officer Membership No. A4757

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NOTES

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (the ‘Act’) setting out material facts and reasons in respect of the resolutions as set out above, is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circulars, SEBI Regulations and other applicable regulatory requirements, the Postal Ballot Notice is being sent only through electronic mode to all those members, whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company/ Depositories/Registrar and Share Transfer Agent as on Friday, December 13, 2024 (‘Cut-off date) and whose e-mail IDs are registered with the Company/ Depositories. Therefore, those members who have not yet registered/updated their e-mail addresses are requested to get their e-mail addresses registered/updated by following the procedure given below in e-voting Instructions. After successful registration of the e-mail address, a copy of this Postal Ballot Notice along with remote e-voting User ID and password will be sent to the registered e-mail address, upon request received from the members.

3. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the SEBI Listing Regulations as amended, and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice. Members are requested to provide their assent or dissent through e-voting only. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

4. For purpose of providing remote e-Voting facility, the Company has entered into an agreement with NSDL for facilitating e-Voting and enabling the members to cast their votes electronically.

5. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.sncl.com, websites of the Stock Exchanges i.e. BSE Limited (BSE) at www.bseindia.com, and National Stock Exchange of India Limited (NSE) at www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

6. The voting rights of shareholders shall be in proportion to their shares in the Paid-Up Equity Share Capital of the Company as on Friday, December 13, 2024 being the cut-off date fixed for the purpose. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to do e-voting on the resolution included in the Postal Ballot Notice.

7. The voting through electronic means will commence on Thursday, December 19, 2024 (09:00 A.M. IST ) and conclude on Friday, January 17, 2025 (05:00 P.M. IST) . The 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 subsequently.

8. A shareholder cannot exercise his/her vote by proxy on Postal Ballot.

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1. The Scrutinizer will submit his report to the Chairman or any other person authorized by him after completion of the scrutiny and the result of the Postal Ballot through e-voting process will be declared within two working days from the end of Postal Ballot, i.e. on or before Monday, January 20, 2025 .

2. Resolution passed by the members through Postal Ballot are deemed to have been passed as if the same has been passed at General Meeting of the members.

3. The result of the Postal Ballot shall be communicated to all the Stock Exchanges where the equity shares of the Company are listed and shall be made available on the Company’s website at www.sncl.com. The Resolution, if passed by the requisite majority, shall be deemed to have been passed on Friday, January 17, 2025 , being the last date specified by the ‐

Company for e voting.

1. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to sadhananitro@sncl.com mentioning his / her / its folio number / DP ID and Client ID.

2. Any query in relation to the Resolutions proposed to be passed by this Postal Ballot may be addressed to Mr. Nitin R. Jani, Company Secretary and Compliance Officer at E-mail: sadhananitro@sncl.com or query / grievance with respect to E-voting, members may refer to the Frequently Asked Questions (FAQs) for Shareholders and E-voting User Manual for Shareholders available under the Downloads section of www.evoting.nsdl.com or send a request to NSDL at e-mail ID: evoting@nsdl.com or contact Ms. Rimpa Bag, Assistant Manager, NSDL, 3[rd] Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400 051.

PROCEDURE FOR KYC UPDATION AS MANDATED BY SEBI

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.

a. For shares held in electronic form: to their Depository Participants (“DPs”);

b. For shares held in physical form: submit Form ISR-1 and other forms as prescribed by SEBI Circular No. EBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17[th] May, 2023 to M/s. Link Intime India Private Limited (the Company’s “RTA”) at C 101, Embassy 247, L.B.S Marg, Vikhroli (West), Mumbai – 400083. The members are requested to update their KYC details with Company/Company’s RTA, the format of which is available on the Company’s website at www.sncl.com and on the website of the Company’s RTA, M/s. Link Intime India Private Limited at https://liiplweb.linkintime.co.in/KYC-downloads.html

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1. Members may please note that SEBI vide its Master Circular No. SEBI/HO/MIRSD/POD1/CIR/2023/70 dated 17[th] May, 2023 has mandated the Listed Companies to issue securities in dematerialized 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. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at www.sncl.com and on the website of the Company’s RTA, M/s. Link Intime India Private Limited at https://liiplweb.linkintime.co.in/client-downloads.html

2. However, as per above SEBI circular, the Company/Company’s RTA will issue Letter of Confirmation (LOC) in lieu of share certificate, which should be dematerialized within 120 days from the date of issue of LOC. It may be noted that any service request can be processed only after the folio is KYC Compliant.

3. 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 a fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14 as the case may be. The said forms can be downloaded from the Company’s website at www.sncl.com or from the website of the Company’s RTA, M/s. Link Intime India Private Limited at https://liiplweb.linkintime.co.in/KYC-downloads.html

4. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.

5. Members are requested to send all communications relating to shares to the Registrar and Share Transfer Agents of the Company at the address: M/s Link Intime India Private Limited at C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400083.

6. SEBI vide its Master Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated 31[st] July, 2023, updated on 11[th] August 2023, has introduced Online Dispute Resolution (ODR), which is in addition to the existing SCORES platform which can be utilized by the investors and the Company for dispute resolution. Please note that the investors can initiate dispute resolution through the ODR portal only after exhausting the option to resolve dispute with the Company and on the SCORES platform. The ODR portal can be accessed at https://smartodr.in/login/login and also on Company’s Website at www.sncl.com.

7. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and e-Voting user manual for members available at the download section of www.evoting.nsdl.com or send a request to Ms. Rimpa Bag, Assistant Manager, NSDL at email id: evoting@nsdl.com.

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GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

Process and manner for members for E‐Voting

In compliance with the provisions of Sections 110 and Section 108 of the Act, Rules 22 and Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 and SS-2 issued by the ICSI, the Company is pleased to provide remote e‑Voting facility to all its members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL.

The instructions for e‐voting are as under:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members 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:

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
IndividualShareholders holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period. If you are not registered for‘IDeAS’e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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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. 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 sixteendigit 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.

2. 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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• Individual members 1. Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with CDSL available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest is www.cdslindia.com and click on login icon & My Easi New (Token) Tab and then use your existing my Easi username & password.

• 1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by Company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. The Menu will have links of e-Voting service provider i.e., NSDL. Click on NSDL to cast your vote.

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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 option by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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

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

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

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

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

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

3. 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.

4. Your User ID details are given below:

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. 4. Your User ID details are given below:	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. 4. Your User ID details are given below:	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. 4. Your User ID details are given below:	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. 4. Your User ID details are given below:
	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below: - a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,last 8 digits of client ID for CDSL account or folio

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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.**

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

2. 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.

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

4. 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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General Guidelines for shareholders

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

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

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

Process for those shareholders whose email ids are not registered with the depositories for - procuring User Id and password and registration of e mail ids for e voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email sadhananitro@sncl.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (sadhananitro@sncl.com). 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 for Individual shareholders holding securities in demat mode .

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. 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 required to update their mobile number and e-mail ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“ACT”)

Item No. 1

RATIFICATION OF TRANSACTIONS ENTERED INTO BETWEEN THE COMPANY AND SHRI. ASIT D. JAVERI (EXECUTIVE CHAIRMAN), SHRI. ABHISHEK A. JAVERI (MANAGING DIRECTOR) AND MANEKCHAND PANACHAND TRADING INVESTMENT CO. PVT. LTD. (THE HOLDING COMPANY) DURING THE PERIOD FROM APRIL 1, 2024 TO NOVEMBER 13, 2024:

The SEBI Listing Regulations, as amended, by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of members by means of an Ordinary Resolution for all material related party transactions, even if such transactions are in the ordinary course of business of the concerned Company and at an arm’s length basis. A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed(s) Rs. 1,000 crores, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower. The annual consolidated turnover of the Company for the financial year ended March 31, 2024 was Rs. 190.05 crores.

The Company proposes to its members to ratify the transactions entered into by the Company with Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company), the Related Parties falling within the meaning of a Related Party under Regulation 2 (1) (zb) of the Listing Regulations.

The above stated transactions with the related parties fall within the purview of the Listing Regulations and all these transactions individually or in aggregate, are material related party transactions (RPTs) under the provisions of the Listing Regulations. These transactions are in the ordinary course of business and at an arm’s length basis.

The details required under the SEBI Listing Regulations and SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 in connection with the Material Related Party Transactions is appended below as “ Annexure A ” to the Notice of Postal Ballot.

Audit Committee has already approved the material RPTs and recommended to the Board, as captured under Annexure A and the Board of Directors recommends the resolution as set out in Item no.1 for approval of the members by way of Ordinary Resolution.

Except for Smt. Seema A. Javeri, Shri. Asit D. Javeri & Shri. Abhishekh A. Javeri who are inter related directors, none of the Directors or Key Managerial Personnel of the Company or their respective relatives are concerned or interested, financially or otherwise except to the extent of their shareholding in the Company.

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Item No. 2

APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY:

The SEBI Listing Regulations, as amended, by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of Members by means of an Ordinary Resolution for all material related party transactions, even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed(s) Rs. 1,000 crores, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower. The annual consolidated turnover of the Company for the financial year ended March 31, 2024 was Rs. 190.05 crores.

In furtherance of its business activities, the Company has entered into / will enter into transactions / contract(s) / agreement(s) / arrangement(s) with Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company), related parties in terms of Regulation 2(1)(zc)(i) of the SEBI Listing Regulations.

The above stated transactions with related parties shall fall within the purview of the Listing Regulations and all these transactions individually or in aggregate, shall be material related party transactions (RPTs) under the Listing Regulations. These transactions shall be in the ordinary course of business and on an arm’s length basis.

The details required under the SEBI Listing Regulations and SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 in connection with the Material Related Party Transactions is appended below as “ Annexure B” to the Notice of Postal Ballot.

Audit Committee of the Company has approved/ may approve the material RPTs/ proposed material RPTs and recommended/ may recommend to the Board, as captured under Annexure B and the Board of Directors recommends the resolution as set out in Item no. 2 for approval of the Members by way of an Ordinary Resolution.

Except for Smt. Seema A. Javeri, Shri. Asit D. Javeri & Shri. Abhishekh A. Javeri who are inter related directors, none of the Directors or Key Managerial Personnel of the Company or their respective relatives are concerned or interested, financially or otherwise except to the extent of their shareholding in the Company.

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Item No.3:

APPOINTMENT OF MR. UDAY KRISHNA LAUD (DIN: 10829837) AS NON – EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

In view of the provisions of the Companies Act, 2013 read with the SEBI Listing Regulations, and on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors (“Board”) of the Company, in its Board Meeting held on November 13, 2024 has appointed Mr. Uday Krishna Laud (DIN:10829837) as an Additional Director effective from November 13, 2024, in the capacity of Non – Executive Independent Director of the Company, for a term of 5 (five) consecutive years commencing from November 13, 2024 upto November 12, 2029, also he shall be entitled for applicable sitting fees and shall not be liable to retire by rotation. The Company has received from him (i) Consent in writing to act as Director in Form DIR-2, (ii) Intimation in Form DIR-8 to the effect that he is not disqualified under Sections 164(1) and 164(2) of the Act, pursuant to the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Rules”) and (iii) A declaration to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and qualifies for being appointed as a Non-Executive Independent Director of the Company.

Mr. Uday Krishna Laud (DIN: 10829837), shall be entitled to receive sitting fees for attending each meeting of the Board and any committees thereof as detailed in the letter of appointment to be issued to him on his appointment as may be determined by the Board from time to time.

The resolution seeks the approval of the members in terms of Section 149 and other applicable provisions of the Act, read with Schedule IV thereto and the Rules made thereunder, and in terms of Regulation 17 read with Regulation 25 (2A) of SEBI Listing Regulations for appointment of Mr. Uday Krishna Laud (DIN: 10829837)as a Non-Executive Independent Director of the Company, who shall not be liable to retire by rotation, for a period commencing from November 13, 2024 upto November 12, 2029.

In the opinion of the Board, Mr. Uday Krishna Laud (DIN: 10829837) is the person of integrity, possesses appropriate skills, experience and knowledge and fulfils the conditions specified in the Act, the Rules made thereunder and the SEBI Listing Regulations and is independent of the Management of the Company.

A Copy of the draft letter of appointment of Non-Executive Independent Director setting out terms and conditions, would be available for inspection at the ‘Investor Relations’ section on the website of the Company.

The Board is of the view that the association of Mr. Uday Krishna Laud (DIN: 10829837) would benefit the Company and support the Board in discharging its responsibility, functions, and duties effectively as he meets the Skills and capabilities required for the said role.

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Brief resume of Mr. Uday Krishna Laud (DIN: 10829837), nature of his expertise in specific functional areas and names of companies in which he holds directorship and membership/chairmanship of Board Committees, shareholding and relationship between directors inter-se as stipulated under Regulation 36(3) of SEBI Listing Regulations and the SS-2 issued by the ICSI has been annexed and forms part of this notice, are provided in “Annexure C” to the Notice of Postal Ballot.

In the opinion of the Board of Directors, Mr. Uday Krishna Laud (DIN: 10829837) fulfils the conditions specified in the Act and SEBI Listing Regulations for his appointment as an Independent Director of the Company and is independent of the Management and hence he is eligible to be appointed as an Independent Director for a term of 5 (five) consecutive years.

Except Mr. Uday Krishna Laud (DIN: 10829837), being the appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out in this Notice.

The Board of Directors recommends the resolution as set out in Item No.3 for approval of the members by way of a Special Resolution.

Registered Office: Hira Baug, 1[st] Floor Kasturba Chowk, (C.P. Tank), Mumbai - 400004 CIN: L24110MH1973PLC016698 E-mail: sadhananitro@sncl.com Date: November 13, 2024

By Order of the Board of Directors For Sadhana Nitro Chem Limited Sd/Nitin. R. Jani Company Secretary and Compliance Officer Membership No. A4757

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Annexure A

Details Pursuant to the Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 issued by the Securities and Exchange Board of India on July 11, 2023

Sr. No.	Particulars	Details
i.	Name of the related party and its	Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director) and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company), related parties within the terms of Regulation 2 (1) (zb) of the SEBI Listing Regulations.
	relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)
ii.	Name of Director(s) Key Managerial Personnel who is related, if any	Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director), Smt. Seema A. Javeri (Director)
iii.	Type, particulars and value of the transaction	Loan amount received from Shri. Asit D. Javeri (Executive Chairman) i.e. Rs. 46.14 crores, Shri. Abhishek A. Javeri (Managing Director) i.e. Rs. 40.20 crores and Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company) i.e. Rs. 63.07 crores.
iv.	Tenure of the transaction	Payable on-demand or when there is returnable cash surplus with the borrower.
v.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the transaction (and for RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	Shri. Asit D. Javeri (Executive Chairman) has advanced loans amounting to Rs. 46.14 crores that is equal to 24.28% of the annual consolidated turnover of the Company for F.Y. 2023-24. Shri. Abhishek A. Javeri (Managing Director) has advanced loans amounting to Rs. 40.20 crores that is equal to 21.15% of the annual consolidated turnover of the Company for F.Y. 2023-24. Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company) has advanced loans amounting to Rs. 63.07 crores that is equal to 33.19% of the annual consolidated turnover of the Company for F.Y. 2023-24.

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Sr. Particulars Details
No.
vi. Justification as to why the RPT is in The Amount of Loan received by the
the interest of the listed entity Company from Shri. Asit D. Javeri (Executive
Chairman), Shri. Abhishek A. Javeri
(Managing Director) and Manekchand
Panachand Trading Investment Co. Pvt. Ltd.
(Holding Company), the related parties
within the terms of Regulation 2(1)(zb) of the
SEBI Listing Regulations, is to support the
business and the normal operations of the
Company. The Amount of Loan received by
the Company is unsecured in nature. Hence
the Company is not required to create any
charge/security or provide any guarantee in
favor of the said lending parties.
vii. Details of the transaction relating to Not Applicable
any loans, inter-corporate deposits,
advances or investments made or
given by the listed entity or its
subsidiary
viii. Any valuation or other external Not Applicable
report relied upon by the listed
entity in relation to the transactions
ix. Any other information that may be All relevant / important information forms
relevant part of the statement setting out material
facts, pursuant to Section 102(1) of the
Companies Act, 2013 forming part of this
Notice.
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Annexure B

Details Pursuant to the Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 issued by the Securities and Exchange Board of India on July 11, 2023

Sr. No.	Particulars	Details
i.	Name of the related party and its	Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director), Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company), in terms of Regulation 2(1)(zc)(i) of the SEBI Listing Regulations.
	relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)
ii.	Name of Director(s) Key Managerial Personnel who is related, if any	Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director), Smt. Seema A. Javeri (Director)
iii.	Type, particulars and value of the transaction	Loan amount received/ to be received from either/ each of the following: Shri. Asit D. Javeri (Executive Chairman), Shri. Abhishek A. Javeri (Managing Director), Manekchand Panachand Trading Investment Co. Pvt. Ltd. (Holding Company) for the period commencing from 14thNovember, 2024 till F.Y. ending on 31stMarch, 2029 (the “said period”) shall not exceed Rs. 200 crores at any point of time duringthisperiod.
iv.	Tenure of the transaction	The above loan arrangements are proposed to be continuing business transactions. Approval of the members is being sought for such transactions for the period commencing from 14thNovember, 2024 till F.Y. ending on 31st March, 2029 or till the loan amount is repaid/ adjusted by the Company.

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Sr. Particulars Details
No.
v. The percentage of the listed The estimated Loan amount received/ to be
entity’s annual consolidated received from Shri. Asit D. Javeri (Executive
turnover, for the immediately Chairman), Shri. Abhishek A. Javeri
preceding financial year, that is (Managing Director) and Manekchand
represented by the value of the Panachand Trading Investment Co. Pvt. Ltd.
proposed transaction (and for (the Holding Company) during the said period
RPT involving a subsidiary, such may exceed the threshold limit of 10% of the
percentage calculated on the basis annual consolidated turnover of the Company
of the subsidiary’s annual during any previous F.Ys falling within the said
turnover on a standalone basis period.
shall be additionally provided)
vi. Justification as to why the RPT is The Amount of Loan received/ to be received
in the interest of the listed entity by the Company from Shri. Asit D. Javeri
(Executive Chairman), Shri. Abhishek A. Javeri
(Managing Director) and Manekchand
Panachand Trading Investment Co. Pvt. Ltd.
(Holding Company), in terms of Regulation
2(1)(zc)(i) of the SEBI Listing Regulations, shall
be to support the business and the normal
operations of the Company. The Amount of
Loan received/ to be received by the Company
shall be unsecured in nature. Hence the
Company shall not be required to create any
charge/security or provide any guarantee in
the favor of the said lending parties.
vii. Details of the transaction relating Not Applicable
to any loans, inter-corporate
deposits, advances or investments
made or given by the listed entity
or its subsidiary
viii. Any valuation or other external Not Applicable
report relied upon by the listed
entity in relation to the
transactions
ix. Any other information that may All relevant / important information forms
be relevant part of the statement setting out material facts,
pursuant to Section 102(1) of the Companies
Act, 2013 forming part of this Notice.
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Annexure C: Brief Resume of Director seeking appointment.

Details of the Director seeking appointment at the Postal Ballot pursuant to the provisions of (i) Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings (‘SS-2’), issued by The Institute of Company Secretaries of India and are provided herein below:

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Name of the Director Mr. Uday Krishna Laud
DIN 10829837
Category Non- Executive Independent Director
Date of Birth 31/03/1979
PAN ACWPL4928N
Age 45 Years
Nationality Indian
Qualification Higher Secondary Education
Date of Appointment 13/11/2024
Nature of Expertise in specific Social and Charitable Activities, Public Relations,
functional areas General Management & Administration.
Inter- se relationships with directors and No Relation
key managerial personnel.
Details of Board Meetings attended None up to the date of dispatch of Postal Ballot
during the year notice.
Terms and Conditions of appointment Appointed for term of 5(five) consecutive years
along with Remuneration commencing from November 13, 2024 upto
November 12, 2029, and shall not be liable to retire
by rotation and entitled for applicable sitting fees.
Remuneration last drawn (including None up to the date of dispatch of Postal Ballot
sitting fees) notice.
Membership of Committee of Sadhana None up to the date of dispatch of Postal Ballot
Nitro notice.
Chem Limited
Directorship held in other entities None
No of shares held in the Company NIL
Remuneration proposed to be paid NIL, except sitting fees
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