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Salzer Electronics Ltd. Proxy Solicitation & Information Statement 2026

Mar 18, 2026

61391_rns_2026-03-18_f7b70f2c-a92e-41df-aae0-e34067f5c530.pdf

Proxy Solicitation & Information Statement

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SALZER ELECTRONICS LTD

Regd. Office : Samichettipalayam, Jothipuram (Post) Coimbatore -641 047. CIN : L03210TZ1985PLC001535 Phone No.0422-4233600/ 614/696 E-Mail : [email protected] web site : https://www.salzergroup.net/

March 18, 2026

To

THE CORPORATE RELATIONSHIP DEPT M/s. National Stock Exchange of India Ltd., BSE Limited Exchange Plaza, C-1, Block G, I Floor, New Trading Ring, BandraKurla Complex, Rotunda Building, Bandra (E),Mumbai – 400 051 P.J.Towers, Dalal Street, Tel :+91 22 26598235/36, 26598346 Fort, Mumbai - 400 001. Fax : +91 22 26598237/38

SCRIP CODE: 517059 Symbol: SALZERELEC

Dear Sir,

  • Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

This is further to our letter dated February 11,2026 , informing the Stock Exchanges about the approval of the Board of Directors of the Company, subject to further consent of the shareholders, for the re-appointment of Mr. Mr. R Doraiswamy (DIN: 00003131) as the Managing Director for an another term of three years from May 01, 2026.

In terms of Regulation 30 of the SEBI Listing Regulations, we enclose the Postal Ballot Notice for seeking approval of the Members by way of Special Resolution for the aforesaid reappointment.

In compliance with the General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, the Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on Friday, March 13, 2026 (“Cut-off date”)

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SALZER ELECTRONICS LTD

Regd. Office : Samichettipalayam, Jothipuram (Post) Coimbatore -641 047. CIN : L03210TZ1985PLC001535 Phone No.0422-4233600/ 614/696 E-Mail : [email protected] web site : https://www.salzergroup.net/

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The remote e-voting period commences at 9:00 a.m. (IST) on Friday, March 20, 2026, and conclude at 5:00 p.m. (IST) on Saturday, April 18, 2026. The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. The communication of assent or dissent of the Members would take place only through the remote e-voting system.

The Resolution, if passed by the requisite majority will be deemed to have been passed on the last date specified for remote e-voting i.e., Saturday, April 18, 2026.

This is for your kind information and record

Thanking you,

Yours faithfully

For SALZER ELECTRONICS LIMITED

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, 2.5.4.20=0f3ccd8102187bb1624e8df2da7bff2e390a0df66b8abd9c07135c56ef2f4133, postalCode=641047, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2026.03.18 12:47:55 +05'30'

K M MURUGESAN COMPANY SECRETARY & COMPLIANCE OFFICER

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SALZER ELECTRONICS LIMITED CIN: L03210TZ1985PLC001535 Registered Office: Samichettipalayam, Coimbatore 641047 Ph: 0422-4233600, Fax: 422-2692170, Email: [email protected] / Website: www.salzergroup.net

NOTICE FOR POSTAL BALLOT /ELECTRONIC VOTING (e-Voting) [Pursuant to Section 108, 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that the resolution set out below is proposed to be passed by the Members of Salzer Electronics Limited ( “the Company” ) by means of Postal Ballot, only by way of remote e-Voting process (“e-Voting ”), pursuant to Section 110 and Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, Circulars and Notifications thereunder issued by the Ministry of Corporate Affairs (“MCA Circulars”) , Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by The Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

In compliance with the circular issued by Ministry of Corporate Affairs (‘ MCA ’) no. 09/2024 dated September 19, 2024 read with circular no. 14/2020 dated April 8, 2020, 17/ 2020 dated April 13, 2020, read with other relevant circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as ‘MCA Circulars’), this Postal Ballot Notice (“Notice”) is being sent by email only, to the members whose e-mail addresses are registered with the Company/ Depository Participants (‘DP’)/ Depository/ Registrar & Share Transfer Agent of the Company. Further, the assent/ dissent of the members on the resolution proposed in this Notice will be considered only through the remote e-Voting system.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr. G Vasudevan (CP No. 6522) Partner, M/s G.V. and Associates, Practicing Company Secretaries, Coimbatore, as the Scrutinizer to conduct the Postal Ballot through remote e-Voting process in a fair and transparent manner.

The remote e-Voting period will begin at 9:00 a.m. (IST) on Friday, March 20, 2026, and conclude at 5:00 p.m. (IST) on Saturday, April 18, 2026. Upon completion of the scrutiny of votes cast through remote e-Voting, the Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him. The results of the Postal Ballot conducted through e-Voting will be declared within 48 hours of the conclusion of the e-Voting, i.e., on or before 5:00 p.m. IST on Monday, April 20, 2026. The results will also be made available on the Company’s website

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(www.salzergroup.net), the NSDL website (www.evoting.nsdl.com), and will be communicated to the stock exchanges and the Registrar and Share Transfer Agent (RTA), GNSA Infotech Private Limited, Chennai.

Members are advised to carefully review the instructions and notes before indicating their approval or disapproval and submitting their votes via remote e-voting no later than 5:00 p.m. IST on Saturday, April 18, 2026. The remote e-voting system will be deactivated by NSDL immediately after 5:00 p.m. IST on that date, and voting will not be permitted thereafter..

SPECIAL BUSINESS

Item No. 1 : Re-appointment of Mr. R Doraiswamy, Managing Director

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

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force) and Schedule V to the Act, Regulation 17 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee, the consent of the Members be and is hereby accorded for the reappointment of Mr. R. Doraiswamy (DIN: 00003131) as Managing Director of the Company for a period of three (3) years commencing from May 01, 2026, on the following terms and conditions of remuneration:

1. Salary:

  • Rs. 6,50,000/- (Rupees Six Lakhs Fifty Thousand only) per month with an annual increment of Rs. 50,000/- (Rupees Fifty Thousand only) per month every year for three years with effect from May 01, 2026.

2. Commission:

Commission at the rate of 2.5% on the net profits of the Company, payable annually.

3. Perquisites and Other Allowances and Benefits:

a) House Rent Allowance:

No accommodation shall be provided by the Company. House Rent Allowance shall be 50% of the salary, subject to payment of 10% of the salary by the appointee towards rent.

b) Medical Allowance:

Reimbursement of medical expenses incurred by him and his family, subject to a ceiling of one month’s salary in a year or three months’ salary over a period of three years.

c) Leave Travel Concession:

Once in a year for himself and his family members by Air/AC/I Class to any place in India.

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d) Personal Accident Insurance:

Premium not exceeding Rs. 50,000/- per annum.

e) Club Fees:

Fees of clubs subject to a maximum of two clubs. This shall not include admission and life membership fees.

f) Provident Fund / Superannuation / Annuity Fund:

Contribution to provident fund, superannuation fund or annuity fund to the extent these, either singly or collectively, are not taxable under the Income-tax Act, 1961.

g) Gratuity:

Gratuity payable at a rate not exceeding fifteen (15) days’ salary for each completed year of service.

h) Leave Encashment:

Encashment of leave at the end of the tenure.

i) Sitting Fees:

He shall not be entitled to any sitting fees for attending meetings of the Board of Directors or Committees thereof.

“RESOLVED FURTHER THAT the aforementioned remuneration shall be payable notwithstanding that the remuneration exceeds the limits prescribed under Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in any year during the tenure of his re-appointment.”

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of office, the aforesaid remuneration payable to Mr. R. Doraiswamy shall be treated as minimum remuneration in accordance with the provisions of Schedule V (Part II – Section II) and other applicable provisions of the Companies Act, 2013, as amended from time to time.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to vary, alter, revise or modify the terms and conditions of the said appointment and remuneration, within the overall limits approved herein and in accordance with the applicable provisions of the Companies Act, 2013, and to do all such acts, deeds, matters and things, and execute all such documents, instruments and writings as may be necessary, expedient or desirable for the purpose of giving effect to this resolution.”

Date : February 11,2026 Place : Coimbatore

By the Order of the Board For Salzer Electronics Limited Sd/K M Murugesan Company Secretary & Compliance Officer (Membership No: A25953)

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NOTES:

  1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out material facts relating to the resolution proposed to be passed is annexed hereto and forms part of this Notice..

  2. The Company has appointed Mr. G Vasudevan (CP No. 6522) Partner, M/s G.V. and Associates, Practicing Company Secretaries, Coimbatore for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny to the Chairman of the Company or any person authorized by him. The result of the e-Voting will be announced not later than 2 working days of the conclusion of the e-Voting and the same will be communicated to BSE Limited and the National Stock Exchange of India Limited and shall also be available on the Company’s website www.salzergroup.net and on the website of NSDL www.evoting.nsdl.com and also will be displayed at the Registered Office of the Company.

  3. The resolution, if passed by the requisite majority, will be deemed to have been passed on the last date specified for remote e-voting, i.e. Saturday, April 18, 2026

  4. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent by electronic mode only to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, March 13, 2026 (“Cut-Off Date”) received from the Depositories and whose Email ID is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes will not be sent to the members for this Postal Ballot.

  5. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-Voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-Voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

  6. This Postal Ballot Notice will also be available on the Company's website at www.salzergroup.net , websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

  7. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve notices and other communication through electronic mode to those Members who have registered their Email IDs either with the Depository Participant(s) or the Company. Members who have not registered their Email IDs so far, are requested to register their Email IDs, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to update their Email IDs with the Company’s RTA.

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  1. Relevant documents referred to in this Postal Ballot notice and the Explanatory Statement pursuant to Section 102 of the Act are available for inspection through electronic mode. Members are requested to write to the Company at [email protected] for inspection of the said documents.

  2. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

  3. Any query/grievance may please be addressed to Mr. K M Murugesan, Company Secretary with respect to this Postal Ballot at Email id: [email protected] or may contact +91-4224233614, National Securities Depository Limited at the email id: at [email protected] or call NSDL on 022 - 4886 7000 and 022 - 2499 7000.

11. Process and manner for voting through remote e-voting:

  • i. In compliance with the provisions of Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Members are provided with the facility to cast their vote by electronic means through the e-voting platform provided by NSDL.

  • ii. Voting rights through e-voting cannot be exercised by a proxy.

  • iii. The remote e-voting period commences at 9:00 a.m. (IST) on Friday, March 20, 2026, and conclude at 5:00 p.m. (IST) on Saturday, April 18, 2026. The remote e-voting module will be disabled by NSDL for voting thereafter. The detailed process for remote e-voting is given below in point (vii).

  • iv. The Scrutinizer will submit his report after completion of scrutiny, on or before April 20, 2026. The Chairman or any other person duly authorized by him, will announce the results of the voting by Postal Ballot on or before on or before April 20, 2026 at the Registered Office of the Company. The results shall also be displayed on the Company’s website www.salzergroup.net, on the website of NSDL and will also be communicated to National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), where the equity shares of the Company are listed.

  • v. Resolution passed by the Members by means of Postal Ballot will be deemed to have been passed at a General Meeting of the Members.

  • vi. The details of the process and manner for remote e-voting are explained herein 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

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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
holding securities in
demat mode with
NSDL.
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a
mobile. On the e-Services home page click on the “Beneficial
Owner”icon under“Login”which is available under‘IDeAS’
section , this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see
e-Voting services under Value added services. Click on“Access to
e-Voting”under e-Voting services and you will be able to see e-
Voting page. Click on company name ore-Voting service provider
i.e. NSDLand you will be re-directed to e-Voting website of NSDL
for casting your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select“Register Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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 ore-
Voting service provider i.e. NSDLand you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-
Voting period.
4. 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
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.
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 websitewww.cdslindia.comand 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
onwww.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to
see the e-Voting option where the evoting is in progress and also able
to directlyaccess 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 [email protected]
or call at 022 - 4886 7000
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can contact
CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact at toll free no.
1800 21 09911

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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.

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 :
4. Your User ID details aregiven 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
IN300
12**.
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.

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  • 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 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 are active.

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

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

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

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

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

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

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General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [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.

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

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

  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 [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. 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 [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.

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Annexure to the Notice

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

The following Explanatory Statement sets out all material facts relating to the special business mentioned in the accompanying notice:

Item No. 1— Re-appointment of Mr. R. Doraiswamy (DIN: 00003131) as Managing Director

The Members may note that the present term of office of Mr. R. Doraiswamy, Managing Director, will conclude on April 30, 2026.

The Nomination and Remuneration Committee and the Board of Directors, at their respective meetings held on February 11, 2026, after due consideration of his performance and continued contribution, have recommended his re-appointment for a further term of three consecutive years commencing from May 01, 2026, subject to the approval of the shareholders by way of a special resolution.

Mr. R. Doraiswamy, aged 83 years, holds a Bachelor’s Degree in Electrical Engineering. He is the Promoter Director and the founding Managing Director of the Company and has been the driving force behind its sustained progress and reputation since inception. Through his visionary leadership, disciplined management, and strategic foresight, he has guided the Company to achieve consistent growth and operational excellence. His relentless focus on quality, innovation, and ethical governance has enabled the Company to establish enduring relationships with global customers and maintain a leading position in the electrical industry.

Under his stewardship, the Company has achieved several milestones, expanded its product reach across geographies, strengthened its brand recognition, and enhanced its overall organizational capabilities. His long-standing association and deep understanding of the business dynamics continue to contribute significantly to the Company’s strategic direction and stability.

Considering the ongoing strategic initiatives, the need for continuity of experienced leadership and the importance of retaining his vast industry knowledge and guidance, the Board is of the view that it is appropriate and beneficial to re-appoint him as Managing Director for a further term of three years.

As Mr. Doraiswamy has attained the age of 83 years, the proposed re-appointment requires the approval of shareholders by way of a special resolution, pursuant to the proviso to Section 196(3)(a) read with Schedule V of the Companies Act, 2013. The justification for such continuation is based on his exemplary track record, leadership continuity, and his invaluable contribution to the growth and governance standards of the Company.

The re-appointment, including remuneration and perquisites as set out in the resolutions, is in conformity with the provisions of Sections 196, 197, 198, 203, and other applicable provisions of the Companies Act, 2013, read with Schedule V thereto, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of appointment and remuneration have

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been duly recommended by the Nomination and Remuneration Committee and approved by the Board at their meetings held on February 11, 2026, subject to the approval of shareholders.

Mr. R Doraiswamy shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from time to time. Subject to the supervision and control of the Board, the Managing Director be entrusted with substantial powers of management which are in connection with and in the best interests of the business of the Company and the business of any one or more of its associated companies and/or subsidiaries and/or joint venture companies including performing duties as assigned by the Board from time to time by serving on the boards of such associated companies and/or subsidiaries and/or joint venture companies or any other executive body or any Committee of such a Company

The office of the said Managing Director shall not be liable to retirement by rotation as per the Articles of Association of the Company.

Mr. Doraiswamy to comply with the Company’s Code of Conduct for Board of Directors and Senior Management Personnel, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, as amended from time.

Mr. R. Doraiswamy satisfies all the conditions as set out in Part I of Schedule V as well as under sub-section (3) of Section 196 of the Companies Act, 2013, for being eligible to be re-appointed as the Managing Director of the Company. He has further confirmed that he is not debarred from holding the office of Director pursuant to any order issued by Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other regulatory authority.

The additional details of Mr. R. Doraiswamy, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, are annexed to this Notice.

Except Mr. R. Doraiswamy , Mr. D. Rajesh Kumar, being the eldest son, and Mr. D. Vishnu Rangaswamy, being the youngest son, who are related to him, none of the Directors or Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends the Special Resolution for the approval of shareholders.

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ANNEXURE TO THE NOTICE

Details of Director seeking re-appointment Disclosures, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India, are as under:

Name of Director Mr. R Doraiswamy
Type Executive Director designated as Managing Director of
the Company
DIN 00003131
Date of Birth March 17,1943
Nationality Indian
Age 83years
Date of First Appointment on the
Board
January 08,1985
Qualification and Nature of
expertise in specific functional areas
Details Provided in the Explanatory Statement annexed to
this Postal Ballot Notice
Terms and Conditions of
Appointment/re- appointments
The details are provided in the resolutions / Explanatory
Statement annexed to this Postal Ballot.
Remuneration proposed to be paid The details are provided in the resolutions.
Remuneration last drawn Rs.110.31 Lakhs for FY 2024-25(IncludingProfit Commission)
Brief profile Details Provided in the Explanatory Statement annexed to
this Postal Ballot.
Directorship in other Companies Kaycee Electricals India Limited, Salzer Green Energy Private
Limited, Salzer Securities Holdings Limited, Salzer Exports
Limited, K R Health Care Private Limited, Salzer Spinners
Limited, Kaycee Industries Limited & Salzer EV Infra Private
Limited
Chairmanships / Memberships of
the Committees of the Board of
Directors of the Company
CSR Committee – Member
Chairmanships / Memberships of
the Committees of the Board of
Directors of the other Companies in
which he is a Director
None
Listed entities from which the
director has resigned in the past
threeyears.
None
No. of Board Meetings attended
duringtheyear(for F.Y. 2024-25)
Attended all five Board meetings held in FY25
No. of EquityShares held 3,16,619(1.79%)
Inter-se relationship with other
Directors
and
Key
Managerial
Personnel of the Company
Mr. D. Rajesh Kumar, Joint Managing Director, is the eldest
son, and Mr. D. Vishnu Rangaswamy, Non Executive Director
is theyoungest son,
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