SADHANA NITRO CHEM LIMITED

Date: April 30, 2026

To,
BSE Limited
1st Floor, P. J Towers,
Dalal Street,
Mumbai - 400001
Symbol: 506642

To,
National Stock Exchange India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (E),
Mumbai-400051, India
Symbol: SADHNANIQ

Subject: Notice of 01/2026-27 Extra-Ordinary General Meeting of the Company.

Dear Sir/ Madam,

Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Notice of the Extra Ordinary General Meeting (EGM) of Sadhana Nitro Chem Limited ("the Company"), scheduled to be held on Friday, May 22, 2026 at 02:00 PM (IST) through Video Conference (VC) / Other Audio Visual means (OAVM) to transact the special business as set out in the Notice.

In compliance with the provisions of the Companies Act, 2013, SEBI LODR Regulations and MCA Circulars, the Notice of the EGM, together with the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is being sent only through electronic mode to Members whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent/Depositories.

The Notice of the EGM is also available on the Company's website at www.sncl.com and on the website of the Stock Exchanges (BSE & NSE). Members may participate and vote electronically in the EGM in accordance with the instructions provided in the Notice.

The e-voting details are mentioned below:

Cut - off date (for determining Members eligible for remote e-voting)	Friday, May 15, 2026
Remote e-voting period	From: Tuesday, May 19, 2026 (09:00 AM IST)
Upto: Thursday, May 21, 2026 (05:00 PM IST)

SADHANA NITRO CHEM LIMITED

This is for your information and records.

FOR SADHANA NITRO CHEM LIMITED

Nitin
Rameshchandra Jani

Nitin Rameshchandra Jani
Company Secretary
Membership No.: A4757

Encl: Notice of Extraordinary General Meeting with Explanatory Statement

NOTICE OF THE 01/2026-27 EXTRA-ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 01/2026-27 EXTRA-ORDINARY GENERAL MEETING ("EGM") OF THE MEMBERS OF SADHANA NITRO CHEM LIMITED ("THE COMPANY") WILL BE HELD ON FRIDAY, 22ND MAY 2026 AT 2.00 PM IST THROUGH VIDEO CONFERENCING ("VC/OAVM") TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESSES:

Increase in Authorised Share Capital and consequent Alteration of Memorandum of Association.

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

"RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder, read with Articles of Association of the company, the consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from existing Rs. 300,00,00,000/- (Rupees Three Hundred Crores) divided into 300,00,00,000 (Three Hundred Crores) Equity Shares of Rs. 1/- (Rupee One) each to Rs. 305,00,00,000/- (Rupees Three Hundred and Five Crores) divided into 305,00,00,000 (Three Hundred and Five Crores) Equity Shares of Rs. 1/- (Rupee One) each ranking pari passu in all respect with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of section 13 and any other applicable provisions of the Companies Act, 2013 and rules framed thereunder, consent of the members be and is hereby accorded for substituting the existing Clause V of the Memorandum of Association with the following new Clause V:

V. "The Authorized Share Capital of the Company is Rs. 305,00,00,000/- (Rupees Three Hundred and Five Crores) divided into 305,00,00,000 (Three Hundred and Five Crores) Equity Shares of Rs. 1/- (Rupee One) each."

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Directors of the Company or the Company Secretary be and is hereby authorized severally to take all such steps and actions and give such directions as they may in their absolute discretion deem necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by authority of this resolution."

Corporate Office
10, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai - 400001

Factory Address
47, MIDC, Roha - 402116.
Dist. Raigad (M.S.)
Dhatav, Maharashtra

Registered Office
Nanavati Mahalaya, Unit No. 501,
5th Floor, 18 Homi Mody Street
Fort, Mumbai - 400001

[email protected] | www.sncl.com | CIN : L24110MH1973PLC016698 | Tel.: +912268663300

Appointment of Mrs. Sindhu Suneer Kotian (DIN: 08918862) 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 Section 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, the consent of members be and is hereby accorded to appoint Mrs. Sindhu Suneer Kotian (DIN: 08918862), as Non-Executive Independent Director for a term of 5 (five) consecutive years commencing from March 07, 2026 upto March 06, 2031 and she shall be entitled for applicable sitting fees but 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. Vimal R. Jain, 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."

Continuation of Mr. Asit Dhankumar Javeri (DIN: 00268114) as Executive Director of the Company Beyond the Age of 70 Years

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 Section 196, 197, 198 and 203 and other applicable provisions read with Schedule V of Companies Act 2013 and the Rules made thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and as approved by the Board of Directors of the Company through Board resolution passed on April 29, 2026, the approval of members of the Company be and is hereby accorded, for the continuation of existing tenure upto April 30, 2027 of Mr. Asit Javeri (DIN: 00268114) as Whole-time Director of the Company as was approved by the shareholders of the Company vide Postal Ballot dated March 22, 2024, and who will be attaining the age of 70 years on June 25, 2026.

Corporate Office
10, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai - 400001

Factory Address
47, MIDC, Roha - 402116.
Dist. Raigad (M.S.)
Dhatav, Maharashtra

Registered Office
Nanavati Mahalaya, Unit No. 501,
5th Floor, 18 Homi Mody Street
Fort, Mumbai - 400001

[email protected] | www.sncl.com | CIN : L24110MH1973PLC016698 | Tel.: +912268663300

RESOLVED FURTHER THAT Shri. Abhishek A. Javeri, Managing Director and/or Shri. Vimal R. Jain, 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."

Issuance of equity shares to private investors by way of preferential allotment ("Preferential Allotment") covered under Chapter V: Regulation 158 - 170 of SEBI (ICDR) Regulation, 2018:

To consider and if thought fit, to pass the following resolution, with or without modifications, as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 23, Section 42, Section 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory amendments, modification(s) or re-enactment(s) thereof for the time being in force) ("Act"), enabling provisions of the Memorandum of Association and Articles of Association of Sadhana Nitro Chem Limited ("Company") and applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LCDR Regulations"), the applicable rules, notifications, guidelines issued by various authorities including but not limited to the Government of India, the Securities and Exchange Board of India ("SEBI") and other competent authorities including National Stock Exchange of India Limited and BSE Limited ("Stock Exchange") and subject to (a) approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities, as applicable, and (b) subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board of Directors (hereinafter referred to as the "Board", which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the members of the Company be and is hereby accorded, to create, issue, offer and allot on a preferential basis, 6,75,00,000 (Six Crore Seventy-Five Lakh) fully paid-up equity shares of the Company having face value of Re. 1 at an issue price of 2.06 each aggregating up to Rs. 13,90,50,000 (Rupees Thirteen Crore Ninety Lakh Fifty Thousand) or at a price to be worked out as per the applicable pricing norms in accordance with the SEBI ICDR Regulations and other applicable laws.

Equity shares are allotted to the following Proposed Equity Investor(s):

| Corporate Office
10, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai - 400001 | Factory Address
47, MIDC, Roha - 402116,
Dist. Raigad (M.S.)
Dhatav, Maharashtra | Registered Office
Nanavati Mahalaya, Unit No. 501,
5th Floor, 18 Homi Mody Street
Fort, Mumbai - 400001 |
| --- | --- | --- |

Sr. No.	Name of the Proposed Investors – Equity	Maximum No of Equity Shares (upto nos.)	Maximum Amount / Upto (INR)
1	Niraj Bajaj	5,25,00,000	10,81,50,000
2	Poorvi Milan Chitalia	1,50,00,000	3,09,00,000

RESOLVED FURTHER THAT the ‘relevant date’ for the purpose of determination of the floor price for issue of the Equity Shares as per provisions of Chapter V of the SEBI ICDR Regulations and other applicable laws is 22nd April, 2026 (“Relevant Date”), being the date 30 (Thirty) days prior to the date on which the meeting viz. this Extra-Ordinary General Meeting of members of the Company is proposed to be held to consider and approve the Preferential Allotment.

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

a. The Equity Shares to be issued and allotted shall be fully paid-up and rank paripassu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the memorandum of association and articles of association of the Company;

b. The Equity Shares shall be allotted by the Company to the Proposed Investors - in dematerialized form within a period of 15 (fifteen) days from the date of passing of this special resolution by members of the Company, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency of approval of any regulatory authority (including, but not limited to the Stock Exchange), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such applicable approvals;

c. The Equity Shares to be allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations and any other applicable law for the time being in force;

d. The pre-preferential shareholding, if any, of the Proposed Equity Investors shall be under lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations; and

e. The Investors Equity Shares to be allotted to the Proposed Equity Investors shall be listed on the Stock Exchange where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be.

RESOLVED FURTHER THAT as required under the provisions of Regulation 163(2) of SEBI ICDR Regulations, a certificate issued by Hetal Doshi, Practicing Company Secretaries,

certifying, inter alia, that the Preferential Allotment is being made in accordance with the Chapter V of the SEBI ICDR Regulations is noted and taken on record.

RESOLVED FURTHER THAT subject to the receipt of requisite approvals as may be required under applicable law, consent of the members of the Company be and is hereby accorded to record the name and details of the Proposed Equity Investors in Form PAS-5 and the Company be and is hereby authorized to make an offer to the Proposed Equity Investors through Letter of Offer/ Private Placement Offer Letter cum application letter in Form PAS-4 or such other form as prescribed under the Act and SEBI ICDR Regulations containing the terms and conditions of the Investors Equity Issue ("Offer Document") after passing of this resolution and upon receiving the applicable regulatory approvals and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of the Preferential Allotment, subject to the provisions of the Act and the SEBI ICDR Regulations without being required to seek any further consent or approval of the members.

RESOLVED FURTHER THAT the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose and for the purpose of giving effect to this resolution, including without limitation (a) to vary, modify or alter any of the relevant terms and conditions, attached to the Preferential Allotment for effecting any modifications, changes, variations, alterations, additions and/or deletions to the Preferential Allotment as may be required by any regulatory or other authorities or agencies involved in or concerned with the Preferential Allotment, (b) making applications to the Stock Exchange for obtaining in-principle approval and filing other requisite documents with the Stock Exchange, (c) filing requisite documents with the Registrar of Companies, Ministry of Corporate Affairs and other regulatory authorities, (d) filing of requisite documents with the depositories, (e) opening of special bank account in terms of the Section 42 of the Act, (f) issue and allotment of the Investors Equity Shares, (g) listing of Investors Equity Shares, (h) to resolve and settle any questions and difficulties that may arise in the Preferential Allotment and (i) to take all other steps which may be incidental, consequential, relevant or ancillary in relation to the foregoing without being required to seek any further consent or approval of the members of the Company, and that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and the decision of the Board in relation to the foregoing shall be final and conclusive.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby jointly and severally authorised on behalf of the Company to do all such other acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, without being required to seek any further consent or approval of the members of the Company to resolve and settle any matter, question, difficulty or doubt that may arise in regard to the issuance and allotment of equity shares, without requiring any further approval of the Members, and to authorize all such persons as may be deemed necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of its powers conferred upon it by these resolutions, as it may deem fit in its absolute discretion, to any Committee of the Board or to any one or more directors, officer(s) or authorized signatory(ies) including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities, and to appoint any professional advisors, bankers, consultants and advocates to give effect to this resolution and further to take all others steps which may be incidental, consequential, relevant or ancillary in this regard."

Registered Office:
Unit No. 501, 5th Floor,
Nanavati Mahalaya, 18 Homi Mody Street,
Fort, Mumbai - 400001
CIN: L24110MH1973PLC016698
E-mail: [email protected]
Date: April 29, 2026

By the order of Board of Directors

Nitin Rameshchandra
Jani

Nitin R. Jani
Company Secretary
Membership No: A4757

NOTES:

Pursuant to the General Circular No.14/2020 dated April 8 2020, and General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15,2020, General Circular No. 33/2020 dated September 28 2020, General Circular No.39/2020 dated December 31,2020, General Circular No.10/2021 dated June 23,2021, General Circular No.20/2021 dated December 8, 2021, General Circular No.03/2022 dated May 05,2022, General Circular No 11/2022 dated December 28, 2022, General Circular No 09/2023 dated September 25, 2023, General Circular No 09/2024 dated September 19, 2024, General Circular No 03/2025 September 22, 2025 and all other applicable circulars prescribing the procedures and manner of conducting the General Meeting through VC/OAVM along with Circular number SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2020/ 79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 dated January 15, 2021 and SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2023/167 dated October 03, 2024 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as ("the Circulars"). Hence, in compliance with the Circulars, the EGM of the Company is being held through Video Conferencing ("VC") or through Other Audio Visual Means ("OAVM") which does not require physical presence of Members at a common venue.
The EGM shall be deemed to be held at the Registered Office of the Company at Unit No. 501, 5th Floor, Nanavati Mahalaya, 18, Homi Mody Street, Fort, Stock Exchange, Mumbai, Maharashtra, India, 400001.
A member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the EGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the members will not be available.
Participation of members through VC will be reckoned for the purpose of quorum for the EGM as per section 103 of the Companies Act, 2013 ("the Act").
Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the EGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC portal/e-voting portal.
In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
An Explanatory Statement pursuant to section 102 of the Act, 2013 relating to the special business to be transacted at the EGM is annexed hereto.
NSDL will be providing facility for voting through remote e-Voting, for participation in the 01/2026-27 EGM through VC/OAVM facility and e-Voting during the EGM.
Members who need assistance before or during the EGM, can contact NSDL on [email protected] / 022 - 4886 7000 or contact Ms. Rimpa Bag, Assistant Manager - NSDL at [email protected] /022 - 4886 7000
The Company has appointed MUFG Intime India Private Limited formerly known as Link Intime India Private Limited, (RTA), C101, 247 Park, LBS Marg Vikhroli West, Mumbai 400083 as Registrars and Share Transfer Agents for Physical Shares. The said RTA is also the Depository interface of the Company with both NSDL and CDSL. Information of RTA is as follows:

Telephone No. 022-49186000,
E-mail: [email protected]
Fax No. 022-49186060.

However, keeping in view the convenience of Shareholders, documents relating to shares will continue to be received by the Company at its Registered Office.

Telephone No.022-23865629
Email: [email protected]

The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the EGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of EGM. Members seeking to inspect such documents can send an email to [email protected].
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'); and

b. For shares held in physical form: submit Form ISR-1 and other forms as prescribed by SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37

c. dated 16th March, 2023 to the Company by sending an email to [email protected] or to Company’s RTA at [email protected]. The folios wherein document/details mentioned above are not available on or after 1st October, 2023, shall be frozen by the RTA. The Company has dispatched reminder letters along with Business Reply Envelopes, providing instructions for submitting the required documents.

Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022 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. MUFG Intime India Private Limited at https://web.in.mpms.mufg.com/KYC-downloads.html.

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 dematerialised 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.

SEBI, vide its circular dated 3rd November, 2021 (subsequently amended by circulars dated 14th December, 2021, 16th March, 2023 and 17th November, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any dividend payment in respect of such folios, only through electronic mode with effect from 1st April, 2024, only upon furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf.

Members may note that as per SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/ 2024/37 dated May 7, 2024, it is mandatory for all holders of physical securities in listed entities to update their KYC and choice of Nomination with the Registrar and Share Transfer Agent ('RTA'), in case they have not updated the same. As per the SEBI Circular, effective from April 1, 2024, RTA i.e. M/s. MUFG Intime India Private Limited will attend to all service requests of the shareholders with respect to transmission, dividend, etc., only after updating the above details in the records.

Corporate Office
18, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai - 400001

As per the aforesaid SEBI Circular, members holding securities in physical form may note that any future dividend payable against their shareholding would be withheld if their KYC and choice of Nomination are not updated with the RTA.

For the purpose of updation of KYC and choice of Nomination, members are requested to send the necessary forms (ISR-1, ISR-2 and SH-13) along with the necessary attachments mentioned in the said Forms to M/s. MUFG Intime India Private Limited (RTA), at their Registered office at C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083

Alternatively, members may send the documents by email to MUFG Intime at [email protected] or refer FAQs available on RTAs website for assistance in this regard

As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company at their Corporate office address at Unit No. 501, 5th Floor, Nanavati Mahalaya, 18, Homi Mody Street, Fort, Stock Exchange, Mumbai, Mumbai, Maharashtra, India, 400001 (Contacts: Mr. Nitin R. Jani), Telephone: +912268663300, Email: [email protected] or the Company's Registrar and Transfer Agent, M/s. MUFG Intime India Private Limited (RTA), at their Registered office at C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083, Telephone: +91 2249186000, Email: [email protected] or refer FAQs available on RTAs website for assistance in this regard
Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or the RTA, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.
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 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. MUFG Intime India Private Limited (RTA) at https://www.sncl.com/kyc-downloads.html
SEBI vide Circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated 31st July, 2023 (updated as on 4th August, 2023) has specified that a shareholder shall first take up his/her/their grievance with the listed entity by lodging a complaint directly with the concerned listed entity and if the grievance is not redressed satisfactorily, the

Corporate Office
18, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai - 400001

shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.

Members desiring any information are requested to write to the Company 10 days in advance.
In compliance with the Circulars, the Notice of the 01/2026-27 EGM, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s). Members who have not registered their e-mail addresses so far are requested to register their e-mail address with RTA / Depositories for receiving all communication including Annual reports, Notices, Circulars, etc. from the Company electronically.

| Physical Holding | Kindly submit Form ISR-1 to update PAN, Postal Address with PIN, Email Address & Mobile Number including demat and bank account details. Form ISR-1 is available on the website of the Company.

You are requested to forward the duly filled-in documents along with the related proofs as mentioned in the respective forms to the following address:

MUFG Intime India Private Limited

(formerly known as Link Intime India Pvt. Ltd.)

(Unit: Sadhana Nitro Chem Limited)

MUFG Intime India Private Limited.,
C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai, Maharashtra, 400083

Ph: 022 - 49186270

Email: [email protected] |
| --- | --- |
| Demat Holding | Contact respective Depository Participant(s) |

Pursuant to the provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations") and Secretarial Standards issued by the Institute of Company Secretaries of India, a brief note on the background and the functional expertise of the Director of the Company seeking re-appointment along with the details of other Directorships, memberships, chairmanships of Board Committees, shareholding and relationships amongst directors inter-se is set out in the Brief Resume appended to the Notice.

Corporate Office
10, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai - 400691

Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing user ID and password for casting the vote.
The facility for voting during the EGM will also be made available. Members present in the EGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the EGM.
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 as well as voting at the EGM facilitated by NSDL.
In compliance with Section 108 of the Act, read with the corresponding rules, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Company has provided a facility to its members to exercise their votes electronically through the electronic voting ("e-voting") facility provided by the National Securities Depository Limited (NSDL). Members who have cast their votes by remote e-voting prior to the EGM may participate in the EGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of this Notice. The Board has appointed Mrs. Hetal Doshi (Certificate of Practice No. 9510), failing her, Mr. Rushabh Doshi (Certificate of Practice No. 25328), Practicing Company, as the Scrutinizer to scrutinize the e-voting in a fair and transparent manner.
The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer for all those members who are participating in the EGM through Video Conferencing but have not cast their votes by availing the remote e-voting facility.
The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the EGM, a consolidated scrutinizer report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
The Result declared along with the report of the scrutinizer shall be placed on the website of the Company and on the website of NSDL and the results shall simultaneously be communicated to the Stock Exchanges (BSE & NSE), Mumbai.
Since the EGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.
The EGM Notice is also disseminated on the website of Agency i.e. at www.evoting.nsdl.com.
Instructions for Members for participating in the EGM through VC/OAVM

I. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at www.evoting.nsdl.com under member's login by using the remote e-voting credentials. The link for VC/OAVM will be available in Members login where the EVSN of Company will be displayed.

II. The Members can start joining in 30 (thirty) minutes before the scheduled time of EGM and it will be kept open for 15 (fifteen) minutes after the start of EGM.

III. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 Members on first come first served basis.

IV. User Guidelines/Compatibility for viewing of EGM:

All you need is a computer with an Internet connection (high speed service such as DSL or cable works best) and speakers Compatible Browser list: Google Chrome 50 | Microsoft Edge | Internet Explorer 10 & above | Firefox | Safari | Opera
Video Buffering/Video Stuck but not audible: Check on the Internet Connection, Check whether you have sufficient bandwidth for viewing the Same, To check whether if you have sufficient bandwidth for viewing the same, click on the system check tab or visit speed test.net Minimum Internet Speed should be 10 MBPS with the Upload and Download Ratio of 1:1.
Allow third party cookies.
You may also use a headset instead of speakers.
Please refresh your browser (for laptop / desktop kindly press CTRL+F5)
Procedure to raise questions / seek clarifications with respect to Agenda of EGM:

> As the EGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their views / send their queries in advance mentioning their name, Demat account number / folio number, email id, mobile number to [email protected] Questions / queries received by the Company till 5:00 p.m. IST on May 15, 2026 shall only be considered and responded during the EGM.

Members who would like to express their views or ask questions during the EGM may register themselves as a speaker by sending an email to [email protected] any time before 5:00 p.m. IST on May 15, 2026 mentioning their name, Demat account number/ folio number, email id, mobile number. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the EGM, depending on availability of time.

Voting through electronic means

I. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to “e-voting Facility Provided by Listed Entities”, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice.

In compliance with provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, the Company is pleased to provide its members, as on the cut-off date, the facility to exercise their right to vote by electronic means on any or all of the businesses specified in the Notice, at the EGM by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL).

II. The facility for voting shall be made available at the EGM and the members attending the meeting through VC who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting.

III. The remote e-voting period commences on Tuesday, May 19, 2026, at (09:00 A.M. IST) and ends on Thursday May 21, 2026 at (05:00 P.M. IST). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote by remote e-voting. The remote E-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

IV. Aa General Instructions for accessing and participating in the EGM through VC/OAVM. Facility and voting through electronic means including remote e-voting:

In view of the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and General Circular No. 9/2023 dated 25th September, 2023 and all other relevant circulars, the

latest being General Circular No. 9/2024 dated 19th September 2024, issued from time to time, physical attendance of the Members to the EGM venue is not required and general meeting be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.

Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.
The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM 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 EGM without restriction on account of first come first served basis.
The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 and General Circular No 11/2022 dated December 28, 2022 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (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 venue voting on the date of the EGM will be provided by NSDL.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.sncl.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 and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

a) The remote e-voting period begins on Tuesday, May 19, 2026, at (09:00 A.M. IST) and ends on Thursday May 21, 2026 at (05:00 P.M. IST). The remote e-voting module shall be disabled by NSDL for voting thereafter.

b) The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., Friday, May 15, 2026 may cast their vote electronically.

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 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.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 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.

Type of shareholders

Individual Shareholders holding securities in demat mode with NSDL.

1. 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.

Corporate Office

10, Bruce Street, 1st Floor,

8/12, Homi Mody Street, Fort,

Mumbai - 400001

Factory Address

47, MIDC, Roha - 402116.

Dist. Raigad (M.S.)

Dhatav, Maharashtra

Registered Office

Nanavati Mahalaya, Unit No. 501,

5th Floor, 18 Homi Mody Street

Fort, Mumbai - 400001

| | 2. 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
3. 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.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on |
| --- | --- |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then 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 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 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from 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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (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 or joining virtual meeting & voting during the meeting.

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 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from 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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (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 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.

Corporate Office

10, Bruce Street, 1st Floor,

8/12, Homi Mody Street, Fort,

Mumbai - 400001

Factory Address

47, MIDC, Roha - 402116.

Dist. Raigad (M.S.)

Dhatav, Maharashtra

Registered Office

Nanavati Mahalaya, Unit No. 501,

5th Floor, 18 Homi Mody Street

Fort, Mumbai - 400001

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 [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

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

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

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, 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.

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

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 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.

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.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
Now, you will have to click on "Login" button.
After you click on the "Login" button, Home page of e-Voting will open.

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

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

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.
Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message "Vote cast successfully" will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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 [email protected] with a copy marked to [email protected]. 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.
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.
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 and 022 - 2499 7000 or send a request to Mr. Tejas Chaturvedi at [email protected].

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:

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 to [email protected].
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 ([email protected]). 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.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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 email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

10, Bruce Street, 1st Floor, 8/12, Homi Mody Street, Fort, Mumbai - 400691

47, MIDC, Roha - 402116. Dist. Raigad (M.S.) Dhatav, Maharashtra

Nanavati Mahalaya, Unit No. 501, 5th Floor, 18 Homi Mody Street Fort, Mumbai - 400001

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGHVC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the EGM 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 link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General 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.
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.
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 [email protected]. The same will be replied by the company suitably.
Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker may send their request monitoring their name, demat account number/ folio number, email id, mobile number at [email protected] latest by Friday, May 15, 2026 by 05:00 P.M. IST.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE ACT

Item No. 1

Presently, the Authorised Share Capital of your Company is Rs. 300,00,00,000/- (Rupees Three Hundred Crores) divided into 300,00,00,000 (Three Hundred Crores) Equity Shares of Rs. 1/- (Rupee One) each.

Considering the increased fund requirements of the Company, the Board vide its Board resolution no. 06/2026-27 dated April 29, 2026 had accorded its approval for increasing the Authorised Share Capital from Rs. 300,00,00,000/- (Rupees Three Hundred Crores) to Rs. 305,00,00,000/- (Rupees Three Hundred and Five Crores) subject to the shareholders' approval.

Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed Authorised Share Capital. The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members.

None of the Directors/Key Managerial Personnel of the Company or their relatives are interested, financially or otherwise in the aforesaid resolution except to the extent of their shareholding.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an Ordinary Resolution.

Item No. 2

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, approved through its resolution on March 07, 2026 and appointed Mrs. Sindhu Suneer Kotian (DIN: 08918862), as an Additional Director effective from March 07, 2026, in the capacity of Non - Executive Independent Director of the Company, for a term of 5 (five) consecutive years from March 07, 2026 upto March 06, 2031, also she shall be entitled for applicable sitting fees and shall not be liable to retire by rotation. The Company has received from her (i) Consent in writing to act as Director in Form DIR-2, (ii) Intimation in Form DIR-8 to the effect that she 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 she 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.

Mrs. Sindhu Suneer Kotian (DIN: 08918862), 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 her on her 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 Mrs. Sindhu Suneer Kotian (DIN: 08918862) as a Non-Executive Independent Director of the Company, who shall not be liable to retire by rotation, for a period commencing from March 07, 2026 upto March 06, 2031.

In the opinion of the Board, Mrs. Sindhu Suneer Kotian (DIN: 08918862) is a 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 Mrs. Sindhu Suneer Kotian (DIN: 08918862) would benefit the Company and support the Board in discharging its responsibility, functions, and duties effectively as she meets the Skills and capabilities required for the said role.

Brief resume of Mrs. Sindhu Suneer Kotian (DIN: 08918862), nature of her expertise in specific functional areas and names of companies in which she 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 A" to the Notice of Postal Ballot.

In the opinion of the Board of Directors, Mrs. Sindhu Suneer Kotian (DIN: 08918862) fulfils the conditions specified in the Act and SEBI Listing Regulations for her appointment as an Independent Director of the Company and is independent of the Management and hence she is eligible to be appointed as an Independent Director for a term of 5 (five) consecutive years.

Except Mrs. Sindhu Suneer Kotian (DIN: 08918862), 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.2 for approval of the members by way of a Special Resolution.

10, Bruce Street, 1st Floor, 8/12, Homi Mody Street, Fort, Mumbai - 400001

47, MIDC, Roha - 402116. Dist. Raigad (M.S.) Dhatav, Maharashtra

Nanavati Mahalaya, Unit No. 501, 5th Floor, 18 Homi Mody Street Fort, Mumbai - 400001

Item No. 3

Shareholders of the Company, had approved the appointment of Mr. Asit Dhankumar Javeri (DIN: 00268114) as Executive Chairman of the Company for a term of Three (3) years w.e.f. 01st May, 2024.

Mr. Asit Dhankumar Javeri is going to attain the age of 70 years on June 25, 2026. In terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, including amendments, if any, the Company hereby proposes to continue his Office as Executive Director of the Company on his attaining age of 70 years in light of his vast exposure, immense knowledge and rich technical experience which he has been contributing immensely in the growth of the Company since its incorporation. Approval of the members is sought for the continuation of the Office of Mr. Asit Dhankumar Javeri as an Executive Director of the Company on his attaining the age of 70 years. All other terms and conditions of his appointment including perquisites and benefits etc. shall remain same as approved by the shareholders of the Company vide Postal Ballot dated March 22, 2024. The additional information required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards is annexed as "Annexure B".

Except Mr. Asit Dhankumar Javeri, being the appointee, Mrs. Seema A. Javeri, Executive Director and Mr. Abhishek A. Javeri, Managing Director, being relatives of Mr. Asit Dhankumar Javeri, 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.

Item No. 4

The Company intends to raise funds from the Proposed Equity Investors by issuance of the Investors Equity Shares for the purpose of working capital support. Due to substantial increase in prices of raw material, on account of war like situations in Middle-east, there is a gap in the working capital availability of the Company beyond the existing banking arrangement for working capital with the Company. The management thus decided to raise long term loans to support the working capital availability with the Company as the business scenario is promising and the demand supports transfer of additional raw material costs to the customers by upward revision of the price of finished products. Therefore, the Board, on recommendation of the Audit Committee in its meeting held on April 29, 2026, has approved the proposal for issuance of the Equity Shares to the Proposed Investors as per terms stated in the aforesaid resolution, subject to, inter alia, approval of the members of the Company.

Therefore, this resolution is recommended to the members of the Company for their consideration and approval pursuant to the provisions of Sections 23, 42 and 62 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and any other applicable provisions of the Companies Act, 2013 and the provisions of Chapter V of the SEBI ICDR Regulations.

The disclosure required in terms of provisions of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and the provisions of Chapter V of the SEBI ICDR Regulations are as follows:

a. Particulars of the Preferential Allotment including date of passing of Board resolution:

The Board, in its meeting held on April 29, 2026, has approved the proposal for the creation, offer, issuance and allotment of up to 6,75,00,000 (Six Crore Seventy-Five Lakh) fully paid-up equity shares of the Company having face value of Re. 1 at an issue price of 2.06 each aggregating up to Rs. 13,90,50,000 (Rupees Thirteen Crore Ninety Lakh Fifty Thousand) ("Equity Issue Size"); which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations, to persons, being private investors, listed below ("Proposed Investors") in accordance with the SEBI ICDR Regulations and other applicable laws. The other significant details of the offer are contained as part of the below other disclosures.

b. Objects of the issue and Utilisation of proceeds:

The Company intends to utilize the proceeds raised through the Investors Equity Issue ("Issue Proceeds") towards working capital requirements and expenses related to this issue by the Company.

The Proceeds of the Preferential Allotment would be utilized for the Object within 90 days from the date of availability of funds for utilisation.

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned Object may deviate +/-10% depending upon the future circumstances, given that the Object is based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

c. Monitoring of utilisation of funds:

Monitoring of the funds raised in the Rights Issue is being undertaken by an external Monitoring Agency. However, funds raised in this Preferential Allotment does not require any monitoring of utilization.

d. Kinds of securities offered, the total number of shares or other securities to be issued, the price at which security is being offered and amount which the Company intends to raise by way of such securities:

The Company proposes to issue up to 6,75,00,000 (Six Crore Seventy-Five Lakh) fully paid-up equity shares of the Company having face value of Re. 1 at an issue price of 2.06 each aggregating up to Rs. 13,90,50,000 (Rupees Thirteen Crore Ninety Lakh Fifty Thousand); which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations.

e. Basis on which the price has been arrived at:

i. In terms of the SEBI ICDR Regulations, the floor price at which the Equity Shares can be issued is Rs. 2.0524. As per the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Allotment and is the higher of the following:

a. 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: Rs. 1.8084 per equity share;

b. 10 (ten) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: Rs. 2.0524 per equity share.

c. Floor price determined in accordance with the provisions of the articles of association of the Company. However, the articles of association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.

ii. Since the proposed Investors Equity Issue is not expected to result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, the Company is not required to obtain a valuation report from an independent registered valuer and consider the same for determining the price. Further, given that the equity shares of the Company have been listed for a period of more than 90 (ninety) trading days prior to the relevant date, the Company is not required to re-compute the issue price as per Regulation 164(3) the SEBI ICDR Regulations, and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations.

f. Name and address of valuer who performed valuation:

Since the equity shares of the Company are listed on the Stock Exchanges and the Preferential Issue is not for more than 5% (five percent) of the post issue fully diluted share

Corporate Office
10, Bruce Street, 1st Floor, 8/12, Homi Mody Street, Fort, Mumbai - 400001

Factory Address
47, MIDC, Roha - 402116, Dist. Raigad (M.S.) Dhatav, Maharashtra

Registered Office
Nanavati Mahalaya, Unit No. 501, 5th Floor, 18 Homi Mody Street Fort, Mumbai - 400001

capital of the Company, a valuation report from an independent registered valuer is not required under the provisions of the second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the Preferential Issue, and under the applicable provisions of SEBI ICDR Regulations.

g. The price or price band at/within which the allotment is proposed:

Allotment of Equity Shares is proposed to be made at an issue price of Rs. 2.06 per equity share.

h. Relevant Date with reference to which the price has been arrived at:

The 'relevant date' for the purpose of determination of the floor price for the Preferential Allotment -, as per provisions of Chapter V of the SEBI ICDR Regulations and other applicable laws is 22nd April, 2026 ("Relevant Date"), being the date 30 (Thirty) days prior to the date on which the meeting viz. this Extra-Ordinary General Meeting of members of the Company is proposed to be held to consider and approve the Preferential Allotment.

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

The equity shares are proposed to be issued and allotted to private investors comprising of two Individuals who shall hold the equity shares in the Company under the 'public shareholders' category as per details below.

Sr. No.	Name of the proposed Equity Investors	Maximum No. of Equity Shares (upto nos.)	Maximum Amount / Upto (INR)
1.	Niraj Bajaj	5,25,00,000	10,81,50,000
2.	Poorvi Milan Chitalia	1,50,00,000	3,09,00,000
	Total	6,75,00,000	13,90,50,000

j. The proposed time within which the allotment shall be completed:

The Preferential Allotment shall be made by the Company to the Proposed Equity Investors in dematerialized form within a period of 15 (fifteen) days from the date of passing of this special resolution by members of the Company, provided that, where the Preferential Allotment is pending on account of pendency of approval of any regulatory authority (including, but not limited to the Stock Exchange), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals.

k. The names of the proposed allottees, the identity of the natural persons who are the ultimate beneficial owners of the Equity Shares under the Preferential Allotment and/or who ultimately control the proposed allottees and the percentage of post preferential offer capital that may be held by them:

Sr. No.	Name of the Proposed Investors	Ultimate Beneficial Owners ('UBO')	Maximum Amount / Up to (INR)	Pre-preferential allotment, No. of shares/ Shareholding %	Post-preferential allotment, No. of shares/ Shareholding %
1.	Niraj Bajaj	Not applicable	10,81,50,000	14,50,00,000
4.98%	20,00,00,000
6.60%
2.	Poorvi Milan Chitalia	Not applicable	3,09,00,000	Nil	1,50,00,000
0.49%

l. The change in control, if any, in the Company that would occur consequent to the preferential allotment:

The Preferential Allotment will not result into change in the control of the Company.

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

No preferential allotment was made in the last financial year 2025-26 or so far in the current financial year 2026-27.

n. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable as the Investors Equity Issue is proposed to be made for cash consideration.

o. The pre preferential allotment and post preferential allotment shareholding pattern of the Company:

The pre preferential allotment and the post preferential allotment shareholding pattern of the Company (considering full allotment of equity shares to be issued on preferential basis as per this Notice) is mentioned herein below:

Sr. No.	Category	Pre Preferential Allotment Holding		Post Preferential Allotment Holding
		No. of Equity shares	% of shares	No. of Equity shares	% of shares
A	Promoters
1	Individuals/HUF	1,74,61,59,324	58.90	1,74,61,59,324	57.59
2	Body Corporate/Trust	5,94,73,513	2.01	5,94,73,513	1.96
	Sub-Total (A)	1,80,56,32,837	60.90	1,80,56,32,837	59.55
B	Non-Promoters

1	Institutions
	A. Domestic	3,28,636	0.01	3,28,636	0.01
	B. Foreign	11,51,000	0.04	11,51,000	0.04
2	Non-Institutions
(i)	Individuals/HUF	99,90,86,029	33.70	1,06,65,86,029	35.18
(ii)	NRIs	1,23,87,816	0.42	1,23,87,816	0.41
(iii)	Bodies Corporate	9,31,76,208	3.14	9,31,76,208	3.07
(iv)	Any Other	5,29,31,859	1.79	5,29,31,859	1.75
	Sub-Total (B)	115,90,61,548	39.10	122,65,61,548	40.45
	Grand Total (A+B)	296,46,94,385	100.00	303,21,94,385	100.00

Assuming completion of the preferential allotment to Proposed Equity Investors (as set out in Resolution No. 4).

The above pre preferential allotment shareholding pattern is based on the shareholding of the Company as of 24th April, 2026.

p. The current and proposed status of the allottee post the preferential allotment namely, promoter or non-promoter:

Sr. No.	Name of the Proposed Allottees	Current Status	Post Status
1.	Niraj Bajaj	Non-Promoter	Non-Promoter
2.	Poorvi Milan Chitalia	Non-Promoter	Non-Promoter

q. Lock-in Period:

The Equity Shares proposed to be issued and allotted to the Investors under the Preferential Allotment and the pre-preferential allotment equity shares held by the proposed Investors shall be subject to lock-in, in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.

r. Listing:

The Equity Shares proposed to be allotted to the Proposed Equity Investors under the Preferential Allotment shall be listed and shall be admitted for trading on the main board of Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited, subject to requisite approvals from the Stock Exchange.

s. Practicing Company Secretary's Certificate

As required under the provisions of Regulation 163(2) of SEBI ICDR Regulations, a certificate issued by Hetal Doshi, Practicing Company Secretary, certifying, inter alia, that the Preferential Allotment is being made in accordance with the provisions of Chapter V of the SEBI ICDR Regulations shall be placed before the meeting of the members. The said certificate

issued by Hetal Doshi, Practicing Company Secretary is also hosted on the website of the Company at www.sncl.com.

t. Intent of the promoters, directors or key managerial personnel to subscribe to the offer:

None of the existing promoters or their associates and relatives / Directors / KMP / Senior Management Personnel of the company, intends to subscribe to the equity shares of the company under the Preferential Allotment.

u. Undertakings/ Confirmations:

The Company is eligible to undertake the Preferential Allotment in accordance with the provisions of the Chapter V of the SEBI ICDR Regulations.
None of the promoters and/or directors of the Company are fugitive economic offenders as defined under the SEBI ICDR Regulations.
Neither the Company nor any of its promoters and/or directors have been declared as willful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.
Each of Identified Proposed Investors has confirmed that it has not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date.
As the equity shares of the Company are listed on recognized Stock Exchange for a period of more than 90 trading days prior to the Relevant Date, the Company is not required to recompute the price. However, the Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so. If the amount payable on account of the recomputation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential allotment shall continue to be locked-in till the time such amount is paid by the respective allottees.

The approval of the members is being sought to enable the Board to issue and allot the Investors Equity Shares on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement. The Board of Directors of the Company believes that the proposed issue is in the best interest of the Company and its members.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their shareholding in the Company, if any.

The Board of Directors recommend passing of the special resolution at item no. 4 of the accompanying notice for the approval of the Members of the Company.

Documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

Registered Office:
Unit No. 501, 5th Floor,
Nanavati Mahalaya, 18 Homi Mody Street,
Fort, Mumbai – 400001
CIN: L24110MH1973PLC016698
E-mail: [email protected]
Date: April 29, 2026

By the order of Board of Directors

Nitin
Rameshchandra
Jani

Nitin R. Jani
Company Secretary
Membership No: A4757

Corporate Office
10, Bruce Street, 1st Floor,
8/12, Homi Mody Street, Fort,
Mumbai – 400001

Factory Address
47, MIDC, Roha – 402116.
Dist. Raigad (M.S.)
Dhatav, Maharashtra

Registered Office
Nanavati Mahalaya, Unit No. 501,
5th Floor, 18 Homi Mody Street
Fort, Mumbai – 400001

Annexure A: 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:

Name of the Director	Mrs. Sindhu Suneer Kotian
DIN	08918862
Category	Non- Executive Independent Director
Date of Birth	03/08/1977
PAN	AFWPR7519C
Age	48 Years
Nationality	Indian
Qualification	A postgraduate in Commercial and International Law from the University of Mumbai.
Date of Appointment	07/03/2026
Nature of Expertise in specific functional areas	Litigation, arbitration, corporate advisory, and media and entertainment law
Inter- se relationships with directors and key managerial personnel.	No Relation
Details of Board Meetings attended during the F.Y. 2025-26	NA
Terms and Conditions of appointment along with Remuneration	Appointment for a term of 5 (five) consecutive years commencing from March 07, 2026 upto March 06, 2031 and shall not be liable to retire by rotation and entitled for applicable sitting fees.
Remuneration last drawn (including sitting fees)	NIL
Membership of Committee of Sadhana Nitro Chem Limited	None up to the date of dispatch of EGM notice.
Directorship held in other entities	Agile Real Estate Private Limited
No of shares held in the Company	NIL
Skills and capabilities required for the role of an Independent Director	• Understanding of Regulatory, Legal and Compliance requirement.
• Corporate Governance.
• Integrity and ethical standards.
Remuneration proposed to be paid	NIL, except sitting fees

18, Bruce Street, 1st Floor,

Annexure B: Brief Resume of Director seeking appointment

Name of the Director	Mr. Asit Dhankumar Javeri
DIN	00268114
Category	Executive Director
Date of Birth	25/06/1956
PAN	AEDPJ1538B
Age	69 Years
Nationality	Indian
Qualification	B.Sc. (Hon)
Date of Appointment	01/09/2015
Nature of Expertise in specific functional areas	Operating, Managing, Strategic Planning marketing in the Chemical Industry
Inter- se relationships with directors and key managerial personnel.	Smt. Seema A. Javeri is wife and Shri. Abhishek A. Javeri is Son.
Details of Board Meetings attended during the F.Y. 2025-26	5
Terms and Conditions of appointment along with Remuneration	As mentioned in explanatory statement
Remuneration last drawn (including sitting fees)	Rs. 1,68,00,000 p.a.
Membership of Committee of Sadhana Nitro Chem Limited	1) Risk Management Committee
2) Corporate Social Responsibility Committee
Directorship held in other entities	1) Mirosa Marine Private Limited
2) Manekchand Panachand Trading Investment Co Pvt. Ltd.
3) Life Style Networks Limited
4) Pink Quest Aerdome Arena Private Limited
5) Sunshine Care and Wellness Foundation
6) Calchem Industries (India) Ltd.
7) Helionova Energy Private Limited
8) Aurelis Advanced Materials Private Limited
9) Zorbo Entertainment Private Limited
10) Aerdome Ventures Private Limited
No of shares held in the Company	859420870 Equity Shares
Skills and capabilities required for the role of an Independent Director	NA
Remuneration proposed to be paid	Rs. 1,68,00,000 p.a.

18, Bruce Street, 1st Floor,

AI assistant

Sadhana Nitrochem Ltd. Proxy Solicitation & Information Statement 2026

64100_rns_2026-04-30_f273aa48-1d1c-4304-99a3-3c2e4d39795f.pdf

NOTICE OF THE 01/2026-27 EXTRA-ORDINARY GENERAL MEETING

SPECIAL BUSINESSES:

NOTES:

Voting through electronic means

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGHVC/OAVM ARE AS UNDER:

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE ACT

Item No. 1

Item No. 2

Item No. 3

Item No. 4

t. Intent of the promoters, directors or key managerial personnel to subscribe to the offer:

u. Undertakings/ Confirmations:

Annexure A: Brief Resume of Director seeking appointment

Annexure B: Brief Resume of Director seeking appointment

AI assistant

Sadhana Nitrochem Ltd. — Proxy Solicitation & Information Statement 2026

64100_rns_2026-04-30_f273aa48-1d1c-4304-99a3-3c2e4d39795f.pdf

NOTICE OF THE 01/2026-27 EXTRA-ORDINARY GENERAL MEETING

SPECIAL BUSINESSES:

NOTES:

Voting through electronic means

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGHVC/OAVM ARE AS UNDER:

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE ACT

Item No. 1

Item No. 2

Item No. 3

Item No. 4

t. Intent of the promoters, directors or key managerial personnel to subscribe to the offer:

u. Undertakings/ Confirmations:

Annexure A: Brief Resume of Director seeking appointment

Annexure B: Brief Resume of Director seeking appointment

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Sadhana Nitrochem Ltd. Proxy Solicitation & Information Statement 2026