S.A.L. Steel Ltd. — Proxy Solicitation & Information Statement 2024

Feb 27, 2024

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27.02.2024

To,

BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA Phiroze Jeejeebhoy Tower, LIMITED Dalal Street, Exchange Plaza, Plot No C/1, G-Block, Mumbai – 400001 Bandra – Kurla Complex, Bandra (E), Maharashtra Mumbai – 400051 Maharashtra BSE Scrip Code: 532604 NSE Symbol: SALSTEEL

Postal Ballot Notice - Disclosure under Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

In Compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Postal Ballot Notice along with Explanatory Statement which is being sent to the Members of the Company for seeking approval on items of special business as mentioned in the said Notice.

In compliance with the circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) from time to time, this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with Kfin Technologies Limited, the Registrar and Share Transfer Agents of the Company (the “RTA”) or with their respective Depository Participants (“DP”) as on the Cut-off date i.e. Friday, 23[rd] February, 2024 (“Cut-off date”).

The Company has engaged the services of NSDL for providing remote e-Voting facilities to the Members, enabling them to cast their vote electronically and in a secure manner. The procedure for casting your vote is annexed to the Postal Ballot Notice and is also available on the following e- voting website: www.evoting.nsdl.com.

The Notice containing e-voting instructions and other necessary details is also available on the website at www.salsteel.co.in. The communication of the assent or dissent of the Members would

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only take place through the remote e-voting system. The calendar of events for the Postal Ballot /

e-voting is as follows:

Cut-off Date for reckoning voting rights	Friday, 23rdFebruary, 2024
Remote e-voting Start Date and Time	Thursday, 29thFebruary, 2024 at 9:00 A.M. (IST)
Remote e-voting End Date and Time	Friday, 29thMarch, 2024 at 05:00 P.M. (IST)
Voting Results along with Scrutiniser’ Report	on or before 31stMarch, 2024

We request you to kindly take our aforesaid submission on records.

Thanking you.

Yours faithfully,

For SAL Steel Limited

Digitally signed by VINAY KUMAR MISHRA VINAY KUMAR DN: c=IN, o=Personal, postalCode=324005, st=Rajasthan, serialNumber=44DACB2676A87F7805EF MISHRA 07E177FA5CCA09397115F651E401B873FA97563F350F, cn=VINAY KUMAR MISHRA Date: 2024.02.27 15:54:46 +05'30'

Vinay Kumar Mishra

Company Secretary & Compliance Officer

M. No.: F11464

Encl.: As mentioned above

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SAL STEEL LIMITED

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SAL STEEL LIMITED

Regd. Office: 5/1, Shreeji House, B/h M. J. Library, Ashram Road, Ahmedabad - 380 006 Corporate office: Shah Alloys Corporate House, Sola- Kalol Road, Santej, Ta. Kalol, Dist: Gandhinagar: 382 721 Tel: 02764-661100 | Fax: 02764 - 661111 | CIN: L29199GJ2003PLC043148 Website: www.salsteel.co.in | E-mail: sal.investor@salsteel.co.in

NOTICE OF POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given to the members of SAL STEEL LIMITED (the “Company”) pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”, which shall include any statutory modifications, amendments or re-enactments thereto) read with General Circular Nos.14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December 2021, 3/2022 dated 5[th] May 2022, 11/2022 dated 28[th] December 2022 and 09/2023 dated 25[th] September, 2023, issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ”), Secretarial Standard-2 on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India (as amended from time to time), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of special /ordinary resolutions for matters as considered in the Resolutions appended below through postal ballot (“ Postal Ballot ”) by way of e-voting only.

The explanatory statement pertaining to the said resolutions setting out the material facts and the rationale thereof is annexed hereto for your consideration and forms an integral part of this Postal Ballot Notice.

This Postal Ballot Notice is being sent in electronic form to those Members, whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 23[rd] February, 2024 (‘ Record Date’ ) as received from KFin Technologies Private Limited (“KFin”), the Registrar and Share Transfer Agent of the Company (“RTA”) and whose e-mail addresses are registered with the Depositories (in case of electronic shareholding). In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for facilitating e-voting. The Company has made necessary arrangements with RTA to enable the Members to register their e-mail address. Those Members

1

Notice of Postal Ballot

SAL STEEL LIMITED

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who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice.

The Board has appointed CS Kamlesh M. Shah proprietor of M/s. Kamlesh M. Shah & Co., Practicing Company Secretary, (CP No. 2072/Membership No.: ACS8356) as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice and take note that e-voting (electronic mode) shall commence from Thrusday, 29[th] February, 2024 at 9.00 AM (IST) and shall end on Friday, 29[th] March, 2024 at 5.00 PM (IST). The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 working hours from the conclusion of the e-voting i.e. on or before 31[st] March, 2024.

The results of the postal ballot (including voting through electronic means) along with the Scrutinizer’s report will be made available on the website of the Company at www.salsteel.co.in and intimated to the stock exchange(s), where the shares of the Company are listed, on or before 31st March, 2024. The last date of e-voting, i.e. 29th March, 2024, shall be the date on which the resolutions would be deemed to have been passed, if passed by the requisite majority.

Special Businesses

ITEM NO. 1

Approval of Material Related Party Transaction proposed to be entered into between the Company and Shah Alloys Limited for 3 (three) financial years commencing from FY 202425 to FY 2026-27.

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

“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, Section 2(76) and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Rules framed thereunder [including any statutory modification(s) or reenactment(s) thereof for the time being in force] and other applicable laws / statutory provisions, if any, SAL Steel Limited (the Company) Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) for the Material Related Party Transaction(s) / Contract(s) /Arrangement(s) /Agreement(s) entered into / proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise),

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Notice of Postal Ballot

SAL STEEL LIMITED

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as mentioned in detail in the Explanatory Statement annexed herewith, between the Company and Shah Alloys Limited (‘SAL’), of which the Company is an Associate Company and being a ‘Related Party’ of the Company, on such terms and conditions as may be mutually agreed between the management of the Company and SAL, for sale of power and materials for the value not exceeding ₹ 500.00 Crores to Shah Alloys Limited, purchase of materials and services for the value not exceeding ₹ 200.00 Crores from SAL for each of the financial year for the 3 (three) financial years commencing from FY 2024-25 to FY 2026-27, and that such transaction(s) / contract(s) / arrangement(s) / agreement(s) be carried out at an arm’s length pricing basis and in the ordinary course of business.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and are hereby approved, ratified and confirmed in all respect.”

ITEM NO. 2

Appointment of Shri Mitesh Vasantbhai Jariwala (DIN: 09396683) as an Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the rules framed thereunder including the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended and Articles of Association of the Company and on the basis of approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors, Shri Mitesh Vasantbhai Jariwala (DIN: 09396683), who was appointed as an Additional Director (in the capacity of an Independent Director) of the Company by the Board of Directors with effect from 24[th] February, 2024 and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for the office of an Independent Director of the Company, be and is hereby appointed as Non-

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Notice of Postal Ballot

SAL STEEL LIMITED

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Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 24[th] February, 2024 to 23[rd] February, 2029;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197, Schedule V, and other applicable provisions of the Act and the Rules made thereunder, Shri Mitesh Vasantbhai Jariwala be paid such fees, remuneration and commission as the Board of Directors of the Company may decide and approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to the aforesaid resolution including delegation of all or any of the powers conferred on it to any committee of Board of Directors and/or any other person as it deems fit and to do all such acts and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.”

ITEM NO. 3

Appointment of Shri Bipinbhai Amulakbhai Gosalia (DIN: 10521360) as an Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the rules framed thereunder including the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended and Articles of Association of the Company and on the basis of approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors, Shri Bipinbhai Amulakbhai Gosalia (DIN: 10521360), who was appointed as an Additional Director (in the capacity of an Independent Director) of the Company by the Board of Directors with effect from 24[th] February, 2024 and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for the office of an Independent Director of the Company, be and is hereby appointed as NonExecutive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 24[th] February, 2024 to 23[rd] February, 2029.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197, Schedule V, and other applicable provisions of the Act and the Rules made thereunder, Shri Gosalia be paid such fees, remuneration and commission as the Board of Directors of the Company may decide and approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to the aforesaid resolution including delegation of all or any of the powers conferred on it to any committee of Board of Directors and/or any other person as it deems fit and to do all such acts

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Notice of Postal Ballot

SAL STEEL LIMITED

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and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.”

By order of the Board of Directors For & on behalf of SAL Steel Limited Sd/- Vinay Kumar Mishra Company Secretary & Compliance Officer M. No. – F11464

Place: Ahmedabad Date: 24.02.2024

Registered Office:

5/1, Shreeji House, Behind M. J. Library Ashram Road – 380006 Ahmedabad, Gujarat

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Notice of Postal Ballot

SAL STEEL LIMITED

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Notes:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice is appended herein below for your consideration and forms part of this Notice.

2. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide e-Voting facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e- voting facilities to its members. The instructions for e-voting are annexed to this Notice.

3. The Notice is being sent to all the Members, whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, February 23, 2024, as received from National Securities Depository Limited (“NSDL”) and Central Depository Services Limited (collectively referred to as “Depositories”). In compliance with MCA Circulars, the Notice is being sent to Members only in electronic form to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding)/the Company’s Registrar and Transfer Agent (in case of physical shareholding). Physical copies of the Notice are not being sent to the Members for this Postal Ballot. Therefore, those Members who have not yet registered their e-mail addresses are requested to get their e-mail addresses registered by following the procedure given below in the e-voting instructions.

4. As per the MCA Circulars, physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through e-Voting only. The Company has engaged the services of NSDL for providing e-Voting facility to its members.

5. A copy of the Postal Ballot Notice is available on the website of the Company at www.salsteel.co.in, website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of our e-Voting agency i.e. National Securities Depository Limited’s (‘NSDL’) e-voting website at www.evoting.nsdl.com.

6. All relevant documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to cs@salsteel.co.in from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

7. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

8. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, 23[rd] February, 2024. Only those members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of e-Voting and those

6

Notice of Postal Ballot

SAL STEEL LIMITED

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members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the e-Voting process. Any person who is not a Member as on the Cutoff date should treat this Postal Ballot Notice for information purpose only.

1. Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Postal Ballot Notice. A Member cannot exercise his vote by proxy on a Postal Ballot.

2. The e-Voting will commence on Thursday, 29[th] February, 2024 at 9:00 a.m. (IST) and will end on Friday, 29[th] March, 2024 at 05:00 p.m. (IST) (both days inclusive). During this period, members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The e-Voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.

3. Members are requested to cast their vote through the e-Voting process not later than 5:00 p.m. IST on Friday, 29[th] March, 2024, in order to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member. Once the votes on the Resolution are casted by the Member, the Member shall not be allowed to change these subsequently.

4. The Board of Directors of the Company has appointed CS Kamlesh M. Shah proprietor of M/s. Kamlesh M. Shah & Co., Practicing Company Secretary, (CP No. 2072/Membership No.: ACS8356) Address: 801-A, Mahalaya Complex, Opp: Hotel President, B/h. Fairdeal House, Swastik Cross Roads, Navrangpura, Ahmedabad: 380 009, Gujarat, India) as the Scrutinizer to scrutinize the Postal Ballot through e-Voting process in a fair and transparent manner. He has communicated his willingness for such an appointment and will be available for the same.

5. The Scrutinizer will submit his report to the Chairman of the Company or such person as authorized, upon completion of scrutiny of the votes received through the e-voting platform, not later than 31[st] day of March, 2024. The Chairman or any person so authorized by him, shall announce the results of the Postal Ballot on or before 05:00 P.M. (IST) 31[st] day of March, 2024 in accordance with the regulatory provisions.

6. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.salsteel.co.in and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.

7. The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been passed on Friday, 29[th] March, 2024 i.e. the last date specified for receipt of votes through the e-Voting process.

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Notice of Postal Ballot

SAL STEEL LIMITED

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PROCEDURE FOR E-VOTING

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

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

Step 1: Access to NSDL e-Voting system

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

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

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

Type of shareholders Login Method Individual Shareholders 1. Existing IDeAS user can visit the e-Services website holding securities in demat of NSDL Viz. https://eservices.nsdl.com either on a mode with NSDL. 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. 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/IdeasDirec tReg.jsp

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your

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Notice of Postal Ballot

SAL STEEL LIMITED

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Type of shareholders Login Method 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.

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

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• Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, holding securities in demat can login through their existing user id and mode with CDSL 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.

• 2) 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. 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.

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Notice of Postal Ballot

SAL STEEL LIMITED

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Type of shareholders	Login Method	Login Method
	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-VotingService 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.

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

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

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

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

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

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

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

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

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Notice of Postal Ballot

SAL STEEL LIMITED

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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.

1. 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 thenyour 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

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

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

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

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

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

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

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

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

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

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

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

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Notice of Postal Ballot

SAL STEEL LIMITED

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

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

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

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

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

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

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

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

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

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

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

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

General Guidelines for shareholders

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

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com

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

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

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Notice of Postal Ballot

SAL STEEL LIMITED

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1. 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 cs@salsteel.co.in. If you are an Individual shareholders 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 .

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

2. 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.

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Notice of Postal Ballot

SAL STEEL LIMITED

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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

ITEM NO. 1

Section 188 of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 states that no Company shall enter into transactions with a Related Party except with the prior consent of the Board and Members of the Company, where such transactions are either not (a) in Ordinary Course of Business or (b) on arm’s length basis. The proposed transactions with the related parties as mentioned in the resolution are at arm’s length and in the ordinary course of business of the Company.

The provisions of the Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective 01[st ] April, 2022, mandates prior approval of shareholders of a listed entity by means of an ordinary resolution for all material related party transactions, even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Effective from 01[st] April, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) ₹1,000 Crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

The Company, propose to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds as mentioned above. Accordingly, as per the Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis. The Audit Committee & Board of Directors have, on the basis of relevant details provided by the management, as required by the law, at their meetings held on 08[th] February, 2024, have reviewed and approved the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of business of the Company. Your Board of Directors considered the same and recommends passing of the resolutions as an Ordinary Resolution contained in Item No. 1 of this Notice.

Transaction between SAL Steel Limited and Shah Alloys Limited:

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

Sr.
Particulars Details
No.
----- End of picture text -----

Sr. No. Particulars Details	Sr. No. Particulars Details	Sr. No. Particulars Details
1	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	Name of the Related Parties: Shah Alloys Limited (SAL) and SAL Steel Limited (SSL) Relationship: SAL & SSL are the Associate Companies. SAL holds 35.61% of paid-up equity share capital of SSL

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Notice of Postal Ballot

SAL STEEL LIMITED

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Sr. No.	Particulars	Details
2	Name of Director(s) or Key Managerial Personnel who is related, if any	Shri Rajendra V. Shah, Non- Executive, Non-Independent Chairman
3	Type, tenure, material terms and particulars	SSL was promoted by SAL in the year 2003. The project of SSL is backward integration project since finished product of SSL is raw material for the SAL. Further, SSL has installed group captive power plant of 40 MW and as such SSL has permission of wheeling of power to the SAL. On account of above, SSL is selling: i. finished product to SAL; and ii. power generated by group captive power plant. Further, the SAL sells its finished products to SSL for its internal usage. The Sale and Purchase transactions are carried at arm’s length prices and in ordinary course of business. The above arrangements are continuing business transactions. Approval of the shareholders is being sought for transactions for each financial year for the 3 (three) financial years commencing from FY 2024-25 to FY 2026-27.
4	Value of the transaction	The monetary value of the transaction for each financial year for the 3 (three) financial years commencing from FY 2024-25 to FY 2026-27 is expected to be:  Sale of Power & Material from SSL to SAL: ₹500 Cr.  Purchase of Material and Services from SAL by SSL : ₹200 Cr.
5	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a	The estimated transaction value for Sale of Power and Material by SSL to SAL for each financial year for the 3 (three) financial years commencing from FY 2024-25 to FY 2026-27 represents 98.04% of Annual Turnover of SSL for FY 2022-23. The estimated transaction value for Purchase of Material and Services from SAL for each financial year for the 3 (three) financial years commencing from FY 2024-25 to FY 2026-27 represents 39.21% of Annual Turnover of SAL for FY 2022-23.

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Notice of Postal Ballot

SAL STEEL LIMITED

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

Sr.
Particulars Details
No.
standalone basis shall
be additionally
provided)
6 Details of the Not Applicable
transaction relating to
any loans, inter-
corporate deposits,
advances or
investments made or
given by the listed
entity or its subsidiary
7 Justification as to why SSL was promoted by SAL in the year 2003. The project of
the RPT is in the SSL is backward integration project since finished
interest of the listed product of SSL is raw material for the SAL and SSL has
entity installed group captive power plant of 40 MW and as such
SSL has permission of wheeling of power to the SAL. On
account of above, SAL is purchasing finished product of
SSL and power generated by group captive power plant.
This allows SSL to leverage scale benefits and synergies,
whereas SAL benefit from regular supply of power and
raw material for production, both of which are important
for a steel industry, while focusing on their respective
business priorities.
8 Any valuation or other Not Applicable
external report relied
upon by the listed
entity in relation to the
transactions
9 Any other information All relevant / important information forms part of this
that may be relevant Statement setting out material facts pursuant to Section
102(1) of the Companies Act, 2013.
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Shri Rajendra V. Shah, Non-Executive, Non-Independent Chairman of the SSL is also NonExecutive Non-Independent Chairman on the board of SAL is interested in the said resolution. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said transactions.

ITEM NO. 2:

The Board of Directors (the “Board”) of the Company in their meeting held on 24.02.2024, upon the recommendations of the Nomination and Remuneration Committee (the “NRC”) had approved the appointment of Shri Mitesh Vasantbhai Jariwala (DIN: 09396683), as an Additional (Independent) Director of the Company, for a consecutive period of 5 (five) years commencing from 24[th] February, 2024 upto 23[rd] February, 2029, subject to approval of the shareholders by means of special resolution.

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Notice of Postal Ballot

SAL STEEL LIMITED

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Pursuant to the provisions of Section 161 of the Act, Shri Jariwala will hold office upto the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI Listing Regulations, approval of members of the Company is required to be obtained for appointment of a Director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Shri Jariwala through this Postal Ballot.

The Company has received a notice in writing from a Member, in terms of Section 160 of the Act, proposing the appointment of Shri Jariwala as a Director of the Company.

The Company has received, inter alia, the following consents, declarations and confirmations from Shri Jariwala with regards to the proposed appointment:

• a. Consent to act as Director of the Company, in Form DIR-2, in terms of Section 152 of the Act.

• b. Declaration that he is not disqualified from being appointed as Director in terms of Section 164 of the Act.

• c. Declaration that he meets the criteria of independence as prescribed under the Act and the SEBI LODR.

• d. Declaration that he is not debarred from holding the office of Director by virtue of any order of the SEBI or any other such authority.

• e. Confirmation that he is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

• f. Confirmation that he has complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to Independent Directors’ databank.

In the opinion of the NRC and the Board, Shri Jariwala fulfils the conditions of independence as specified in the Act, the Rules thereunder and the SEBI LODR, and is independent of the Management.

The brief profile of Shri Jariwala is as follows:

Shri Jariwala has more than 22 years of experience as Banking Professional in NRI Business, Wealth Management, Private Banking and Investment and Finance. He has played a pivotal role in set-up, training and development of new branches of the Banks for NRI Business and various products. He is pioneer in starting offshore business, building offshore book and generating offshore revenues from offshore business. His expertise includes wealth management, Financial Planning, asset allocation, evaluation of working capital requirements, finalisation and examination of financial statements, audit reports etc. A brief profile of Shri Jariwala, along with additional details as required under Regulation 36 of SEBI LODR and SS-2, is provided in the Annexure to this Notice. Further, in the opinion of the NRC and the Board, Shri Jariwala is a person of integrity and possesses the relevant expertise, experience and requisite skills and capabilities required for the role of an Independent Director of the Company, considering his qualifications, rich experience and expertise.

Except Shri Jariwala and his relatives, none of the other Directors, Key Managerial Personnel or any of their respective relatives are, in any way, concerned or interested, whether financially or otherwise, in this resolution.

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Notice of Postal Ballot

SAL STEEL LIMITED

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In conformity with the Company’s Nomination and Remuneration Policy, Shri Jariwala will be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board and Committees thereof of which membership, if any, is held by him, as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Shri Jariwala’s appointment are available for inspection by the Members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

Shri Jariwala is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

The Board of Directors recommends the Special Resolution for approval of Members of the Company, as set out at Item No. 2 of the Notice.

ITEM NO. 3

The Board of Directors (the “Board”) of the Company in their meeting held on 24.02.2024, upon the recommendations of the Nomination and Remuneration Committee (the “NRC”) had approved the appointment of Shri Bipinbhai Amulakbhai Gosalia (DIN: 10521360), as an Additional (Independent) Director of the Company, for a consecutive period of 5 (five) years commencing from 24[th] February, 2024 upto 23[rd] February, 2029, subject to approval of the shareholders by means of special resolution.

Pursuant to the provisions of Section 161 of the Act, Shri Gosalia will hold office upto the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI Listing Regulations, approval of members of the Company is required to be obtained for appointment of a Director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Shri Gosalia through this Postal Ballot.

The Company has received a notice in writing from a Member, in terms of Section 160 of the Act, proposing the appointment of Shri Gosalia as a Director of the Company.

The Company has received, inter alia, the following consents, declarations and confirmations from Shri Gosalia with regards to the proposed appointment:

• a. Consent to act as Director of the Company, in Form DIR-2, in terms of Section 152 of the Act.

• b. Declaration that he is not disqualified from being appointed as Director in terms of Section 164 of the Act.

• c. Declaration that he meets the criteria of independence as prescribed under the Act and the SEBI LODR.

• d. Declaration that he is not debarred from holding the office of Director by virtue of any order of the SEBI or any other such authority.

• e. Confirmation that he is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

• f. Confirmation that he has complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to Independent Directors’ databank.

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Notice of Postal Ballot

SAL STEEL LIMITED

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In the opinion of the NRC and the Board, Shri Gosalia fulfils the conditions of independence as specified in the Act, the Rules thereunder and the SEBI LODR, and is independent of the Management.

The brief profile of Shri Gosalia is as follows:

Shri Gosalia has more than 48 years of experience in Accounts and Finance domain. During his career he has held Senior Positions in some of the renowned organisation of Ahmedabad, Gujarat. Apart from his vast experience in accounts and finance domain he has also successfully lead the Real Estate business in his previous organisations. He is also experienced in General Administration, Material Management, Company Law Matters and dispute resolution through Arbitration. A brief profile of Shri Gosalia, along with additional details as required under Regulation 36 of SEBI LODR and SS-2, is provided in the Annexure to this Notice. Further, in the opinion of the NRC and the Board, Shri Gosalia is a person of integrity and possesses the relevant expertise, experience and requisite skills and capabilities required for the role of an Independent Director of the Company, considering his qualifications, rich experience and expertise.

Except Shri Gosalia and his relatives, none of the other Directors, Key Managerial Personnel or any of their respective relatives are, in any way, concerned or interested, whether financially or otherwise, in this resolution.

In conformity with the Company’s Nomination and Remuneration Policy, Shri Gosalia will be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board and Committees thereof of which membership, if any, is held by him, as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Shri Gosalia appointment are available for inspection by the Members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

Shri Gosalia is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

The Board of Directors recommends the Special Resolution for approval of Members of the Company, as set out at Item No. 3 of the Notice.

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Notice of Postal Ballot

SAL STEEL LIMITED

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DETAILS OF THE DIRECTOR SEEKING APPOINTMENT PURSUANT TO REGULATION 36(3) OF SEBI LODR REGULATIONS, 2015 IN CONJUNCTION WITH THE SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS-2), ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ARE AS UNDER:

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

Shri Mitesh Vasantbhai Shri Bipinbhai Amulakbhai
Name of Director
Jariwala Gosalia
DIN 09396683 10521360
Designation Non-Executive Independent Non-Executive Independent
Director Director
Date of Birth 15-04-1973 26-01-1953
Age 51 Years 71 Years
Original Date of 24 [th] February, 2024 24 [th] February, 2024
Appointment
Relationship with other NIL NIL
Directors and Key
Managerial Personnel or
their respective relatives
Nature of Expertise in Shri Jariwala has more than 22 Shri Gosalia has more than 38
specific functional areas years of experience as Banking years of experience in Accounts
Professional in NRI Business, and Finance domain. During his
Wealth Management, Private career he has held Senior Positions
Banking and Investment and in some of the renowned
Finance. He has played a pivotal organisation of Ahmedabad,
role in set-up, training and Gujarat. Apart from his vast
development of new branches of experience in accounts and finance
the Banks for NRI Business and domain he has also successfully
various products. He is pioneer in lead the Real Estate business in his
starting offshore business, previous organisations. He is also
building offshore book and experienced in General
generating offshore revenues Administration, Material
from offshore business. His Management, Company Law
expertise includes wealth Matters and dispute resolution
management, Financial Planning, through Arbitration.
asset allocation, evaluation of
working capital requirements,
finalisation and examination of
financial statements, audit
reports etc.
Qualification MBA (Finance) & B.com BA (Economics)
No. of Equity Shares held NIL NIL
in the Company
----- End of picture text -----

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Notice of Postal Ballot

SAL STEEL LIMITED

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Name of listed entities in which person holds Directorship and the list of committees of Board of Directors (across all Companies) in which Chairmanship/ Membership is held	NIL	NIL
Listed entities from which the person has resigned in the past three years	N.A.	N.A.
Listed entities from which the person has resigned from Chairmanship & Membership in the past three years	N.A.	N.A.
Relationship with other Directors / Key Managerial Personnel	Not related to any Director/Key Managerial Personnel of the Company	Not related to any Director/Key Managerial Personnel of the Company
Justification for appointment and skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Shri Mitesh Vasantbhai Jariwala (DIN: 09396683), aged 51 years, who fulfils the conditions specified under the Act and Listing Regulations as an Independent Director (Non- Executive) of the Company and is independent of the management. Shri Mitesh Vasantbhai Jariwala is in good health and of sound mind. The Board is also confident of his being able to function and discharge his duties in an able and competent manner. Further, considering his background and experience, the Board is of the opinion that his association will be an immense benefit to the Company and it is desirable to avail his services as an Independent Director of the Company.	Shri Gosalia (DIN: 10521360), aged 71 years, who fulfils the conditions specified under the Act and Listing Regulations as an Independent Director (Non- Executive) of the Company and is independent of the management. Shri Gosalia is in good health and of sound mind. The Board is also confident of his being able to function and discharge his duties in an able and competent manner. Further, considering his background and experience, the Board is of the opinion that his association will be an immense benefit to the Company and it is desirable to avail his services as an Independent Director of the Company.

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Notice of Postal Ballot