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Sanrhea Technical Textiles Ltd. Proxy Solicitation & Information Statement 2025

Nov 20, 2025

61756_rns_2025-11-20_38672d5b-1691-418e-91a1-b6f0729e503b.pdf

Proxy Solicitation & Information Statement

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Date: 19.11.2025

To,

BSE limited Department of Corporate Services P J Towers, Dalal Street, Mumbai - 400001. Security Code : 514280

Dear Sir/Madam,

Subject : Notice of Postal Ballot

Pursuant to Regulations 30 and 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”), please find enclosed herewith a copy of the Postal Ballot Notice, along with the Explanatory Statement (“ Postal Ballot Notice ”), for seeking approval of the Members of the Company on the following Business as contained in the Postal Ballot Notice, by passing the resolution through Postal Ballot ( only by means of “remote e-voting” or “e-voting” process ), in terms of the provisions of Section 110 of the Companies Act, 2013 read with Rules of the Companies (Management and Administration) Rules, 2014 and General Circular No. 14/2020 dated April 8,2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28,2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December8, 2021, No. 3/2022 dated May 5, 2022, No. 11/2022 dated December 28, 2022, No. 9/2023 dated September 25, 2023, No.9/2024 dated September 19, 2024 and No. 03/2025 dated September 22, 2025, read with other relevant circulars, issued by the Ministry of Corporate Affairs, Government of India (“ MCA Circulars ”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India any other applicable law, rules, and regulations.

Sr. No. Particulars Type of Resolution
1 Revision in terms of remuneration of Shri Tushar Patel (Din
00031632), ManagingDirector of the Company
Special Resolution
2 Reappointment of Shri Tushar Patel (Din 00031632), as a
ManagingDirector of the Company
Special Resolution

In accordance with the MCA Circulars and other applicable laws, the Postal Ballot Notice, is being sent only in electronic mode to those Members whose names appeared in the Register of Members / List of Beneficial Owners as on Friday, November 14, 2025 (" Cut-off Date ") and whose e-mail address is registered with the Company/ MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), Registrar and Transfer Agent of the Company (" RTA ") / Depositories/ Depository Participants.

The Company has engaged the services of NSDL for providing remote e-voting facility to all its Members. The e-voting period will commence from Thursday, 20th November, 2025 ( 9.00 a.m. IST) and end on Friday, 19th December, 2025 (5.00 p.m. IST). Members holding Equity Shares of the Company as on the Cut-off Date (“ Eligible Members ”) only shall be entitled to vote through remote e-voting process.

Corporate Office & Works : Dr. Ambedkar Road, Kalol (N.G.) 382721. Phone : (02764) 225204, 227831 Fax : (02764) 227696. Regd. Office : Parshwanath Chambers, 2nd Floor, Nr. New RBI, Income Tax, Ahmedabad – 380 014. Tel. Fax : (079) 27545646 Email : [email protected] Web. : www.sanrhea.com CIN : L17110GJ1983PLC006309

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Further, the Company has made necessary arrangements to enable the Eligible Members to vote on the resolution contained in Postal Ballot Notice electronically. The procedure and the instructions for remote e-voting are set out in the Postal Ballot Notice.

In compliance with the MCA Circulars, the physical copies of this Postal Ballot Notice, along with postal ballot form and postage pre-paid business envelope, are not being sent to any Member. Accordingly, the communication of the assent or dissent of the Members eligible to vote is restricted only to remote e-voting (“ e-voting ”) i.e. by casting their votes electronically instead of submitting postal ballot forms.

The Postal Ballot Notice is being made available on the website of Stock Exchange i.e. BSE Limited and is also available on the website of the Company at www.sanrhea.com and the website of NSDL, the remote e-voting service providing agency to the Company, at www.evoting.nsdl.com.

The results of the Postal Ballot shall be announced not later than two working days from the conclusion of the e-voting. The results of the remote e-voting and the Scrutinizer’s report will be placed on the Company’s website at www.sanrhea.com, on the website of NSDL at www.evoting.nsdl.com and will be communicated to the Stock Exchanges.

Kindly take the same on your record.

Yours Faithfully,

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Encl. : As Above

Corporate Office & Works : Dr. Ambedkar Road, Kalol (N.G.) 382721. Phone : (02764) 225204, 227831 Fax : (02764) 227696. Regd. Office : Parshwanath Chambers, 2nd Floor, Nr. New RBI, Income Tax, Ahmedabad – 380 014. Tel. Fax : (079) 27545646 Email : [email protected] Web. : www.sanrhea.com CIN : L17110GJ1983PLC006309

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SANRHEA TECHNICAL TEXTILES LIMITED

CIN: L17110GJ1983PLC006309

Registered Office: Parshwanath Chambers, 2[nd] Floor, Nr. New RBI, Income Tax, Ahmedabad - 380014. Corporate Office & Works : Dr. Ambedkar Road, Kalol (N.G.) 382721

Phone No.: (02764) 225204 • E-mail: [email protected]Website: www.sanrhea.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended]

Notice is hereby given to the members of Sanrhea Technical Textiles Limited (the “Company”) that pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with the Companies (Management and Administration) Rules, 2014 including any statutory modification or re-enactment(s) thereof and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations,that the resolutions appended below are proposed to be passed by the members of the Company through postal ballot, only by means of remote electronic voting (“remote e-voting”).

The Ministry of Corporate Affairs, Government of India vide its General Circular No. 14/2020 dated April 8,2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28,2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 3/2022 dated May 5, 2022, No. 11/2022 dated December 28, 2022,No. 9/2023 dated September 25, 2023, No.9/2024 dated September 19, 2024 and No. 03/2025 dated September 22, 2025 (the “MCA Circulars”),has advised the companies to take all decisions of urgent nature requiring the approval of members, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/e-voting inaccordance with the provisions of the Act and rules made thereunder, without holding a generalmeeting, which requires physical presence of members at a common venue. Accordingly, hard copy of Postal Ballot Notice along with Postal Ballot Form andpre-paid business reply envelope will not be sent to the members and the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. Friday, 14[th] November, 2025.

In compliance with Regulation 44 of the SEBI Listing Regulations read with Section 108 and 110 of the Act and rules made thereunder and the MCA Circulars, the Company has extended the facility of remote e-voting for its members through National Securities Depository Limited (“NSDL”), to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. Members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date Friday, 14[th] November, 2025 will be considered for the purpose of remote e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. In the case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote. The remote e-voting period commences on Thursday, 20[th] November, 2025, at 9:00 a.m. and ends on Friday, 19[th] December, 2025 at 5:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The

instructions for remote e-voting are appended to this Notice. This Notice is also available on the Company’s website at www. sanrhea. com, website of stock exchanges (BSE Limited) at www.bseindia.com and website of NSDL at www.evoting.nsdl.com

An explanatory statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and the reasons/ rationale thereof, is appended and forms part of this Notice.

The Board of Directors on 13[th] November, 2025, has appointed Shri Ashish Doshi partner of SPANJ & ASSOCIATES , Practising Company Secretaries (Membership No. FCS 3544 & CP No. 2356 ), Practicing Company Secretary, as scrutinizer (the “Scrutinizer”) to conduct the postal ballot e-voting process in a fair and transparent manner.

The results of the remote e-voting conducted by postal ballot process along with the Scrutinizer’s Report willbe made available on the website of the Company at www.sanrhea.com and website of NSDL at www.evoting.nsdl.com and shall also be intimated to the stock exchange(s), where the shares of the Company are listed. The resolution, if passed with the requisite majority through postalballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. Friday, 19[th] December, 2025 . If a resolution is assented to by the requisite majority through postal ballot by means of remote e-voting, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

ITEM NO. 1 - REVISION IN TERMS OF REMUNERATION OF SHRI TUSHAR PATEL (DIN 00031632), MANAGING DIRECTOR OF THE COMPANY

To consider and, if thought fit, to give your assent or dissent to the following resolution as a Special Resolution :

RESOLVED THAT in partial modification of the resolution passed by the members at the 40th Annual General Meeting of the Company held on Saturday, 30th September, 2023, for the re-appointment of Shri Tushar Patel (DIN 00031632), Managing Director of the Company and the terms of remuneration payable to him and pursuant to Sections 196, 197 and other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules made thereunder, as amended from time to time, read with Schedule V to the Act, the Company hereby approves the revision in the salary scale applicable to Shri Tushar Patel, with effect from 1st December, 2025 till the conclusion of his current tenure on the following terms and conditions:

  • a) Salary: Up to 21,00,000/- (Rupees Twenty One Lakhs only) per month.

  • b) Commission at the rate of 1% on the net profits of the company calculated as per the relevant provisions of the Companies Act, 2013.

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Sanrhea Technical Textiles Limited

  • c) Perquisites:

  • i. Leave travel allowance for self and family once in a year as per rules of the Company,

  • ii. Medical expenses actually incurred by him and his family subject to maximum of one month salary,

  • iii. Club fees,

  • iv. The Company shall provide a car for business and personal use and reimburse the running and maintenance expenses of the car owned by the Managing Director for business and personal use.

  • v. Provision for telephone at residence/personal long distance calls will be paid by the Company.

  • vi. Medical and personal accident insurance.

  • d) The Company will make suitable contribution towards Provident Fund, Superannuation Fund and Annuity Fund.

  • e) Gratuity will be payable as per Rules of the Company.

  • f) Leave as per Rules of the Company including encashment of unavailed leave at the end of the tenure.

  • g) Bonus to be paid as per Company policy or The Payment of Bonus Act, 1965.

RESOLVED FURTHER THAT notwithstanding anything stated hereinabove, if in a financial year, during the tenure of the Shri Tushar Patel, Managing Director, the Company incurs a loss or its profits are inadequate, the Company shall pay to Managing Director, remuneration by way of salary and other allowances not exceeding the limits as specified under the applicable provisions of the Companies Act,2013, as amended from time to time or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.”

ITEM NO. 2 - REAPPOINTMENT OF SHRI TUSHAR PATEL (DIN 00031632), AS A MANAGING DIRECTOR OF THE COMPANY

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

RESOLVED THAT pursuant to provisions of Section 196, 197, 203 and other applicable provisions of the Companies Act, 2013 read with Schedule V thereof, the recommendations of Nomination & Remuneration Committee and the Board of Directors, the consent of Members of the Company be and is hereby accorded to the reappointment of Shri Tushar Patel (DIN 00031632) as Managing Director of the Company for the period of three years with effect from August 1, 2026 on the following terms and conditions:

  • a) Term of appointment: Three years with effect from August 1, 2026

  • b) Salary: Up to 21,00,000/- (Rupees Twenty One Lakhs only) per month.

  • c) Commission at the rate of 1% on the net profits of the company calculated as per the relevant provisions of the Companies Act, 2013.

  • d) Perquisites:

  • i. Leave travel allowance for self and family once in a year as per rules of the Company,

  • ii. Medical expenses actually incurred by him and his family subject to maximum of one month salary,

  • iii. Club fees,

  • iv. The Company shall provide a car for business and personal use and reimburse the running and maintenance expenses of the car owned by the Managing Director for business and personal use.

  • v. Provision for telephone at residence/personal long distance calls will be paid by the Company.

  • vi. Medical and personal accident insurance.

  • e) The Company will make suitable contribution towards Provident Fund, Superannuation Fund and Annuity Fund.

  • f) Gratuity will be payable as per Rules of the Company.

  • g) Leave as per Rules of the Company including encashment of unavailed leave at the end of the tenure.

  • h) Bonus to be paid as per Company policy or The Payment of Bonus Act, 1965.

RESOLVED FURTHER THAT Shri Tushar Patel functions as the Managing Director of the Company and his office shall be subject to retirement by rotation.

RESOLVED FURTHER THAT the remuneration payable to Shri Tushar Patel, shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such other limits as may be prescribed from time to time and in the event of absence or inadequacy of profits in any financial year, the salary and perquisites are subject to the limits stipulated under Schedule V read with Section 196 and 197 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.”

By Order of the Board For Sanrhea Technical Textiles Limited

Dharmesh Patel Company Secretary and Compliance Officer

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Sanrhea Technical Textiles Limited

Notes:

1. Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.

2. In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all theMembers whose names appear on the Register of Members / List of Beneficial Owners as received fromNational Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”)as on Friday, 14[th] November, 2025 (the “Cut-off date”) and who have registered their email addresses inrespect of electronic holdings with the Depository through the concerned Depository Participants and inrespect of physical holdings with the Company’s Registrar and Share Transfer Agent, (“RTA”). Physicalcopies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not beingsent to Members for this Postal Ballot.

3. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.sanrhea.com. The Notice can also be accessed from the websites of the StockExchanges i.e. BSE Ltd. (Bombay Stock Exchange Ltd.) at www.bseindia.com and on the website of NSDL at www.evoting.nsdl.com

4. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder,the MCA Circulars and Regulation 44 Listing Regulations read with SEBI circular on e-voting, datedDecember 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to theMembers to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of National Securities Depository Limited (NSDL), the agency to provide e-votingfacility. Members are requested to carefully read the instructions for e-voting that are provided as part ofthis Postal Ballot Notice before casting their vote.

5. All documents referred to in this notice will also be available electronically for inspection without any feeby the members from the date of circulation of this notice upto the closure of remote e-voting. Members seeking to inspect such documents can send an email to [email protected]

6. The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on theCut-off date i.e. Friday, 14[th] November, 2025 . Only those Members holding shares either in physical formor dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting.A person who is not a member as on the Cut-off date should treat this notice for informationpurpose only.

7. The remote e-voting period commences from 9.00 a.m. (IST) on Thursday, 20[th] November, 2025, and ends at 5.00 p.m. (IST) on Friday, 19[th] December, 2025 . During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday, 14[th] November, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL forvoting after Friday, 19[th] December, 2025 (5:00 PM IST) . Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.

8. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in theMCA circulars.

9. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last dateof e-voting i.e., Friday, 19[th] December, 2025 .

10. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him, after completion of the scrutiny of the votes casted electronically. The result of the Postal Ballot throughremote e-voting process shall be announced not later than two working days from the conclusion of the e-votingand the resolution will be taken as passed, if the results of e-voting indicate that the requisitemajority of the Members had assented to the Resolution.

11. The voting results along with Scrutinizer’s report would be published on the website of the Company i.e. www.sanrhea.com and will be communicated to the Stock Exchanges where the Company’s shares arelisted i.e., BSE.

12. Members are requested to intimate about change in their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to the Company’s Registrar and Share Transfer Agent, M/S MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) at 5[TH] Floor, 506 TO 508, Amarnath Business Centre - 1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College Corner, Off C G Road, Elliesebridge, Ahmedabad - 380006, Email: [email protected],in case the shares are held in physical form and to the Depository Participant (DP) in case the shares are held in electronic form.

13. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorized representatives. Corporate andinstitutional members (are required to send scanned certified true copy (PDF Format) of the boardresolution / authority letter, power of attorney together with attested specimen signature(s) of the dulyauthorized representative(s), to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]

THE INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE 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.

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Sanrhea Technical Textiles Limited

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

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Type of shareholders Login Method
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Type of shareholders Login Method

Individual Shareholders
holding securities in
demat mode withNSDL.
1.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on
a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial 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. NSDL
and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on
a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial 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 or joining virtual meeting & voting during the meeting.
3.
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 athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
4.
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 Verifcation 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
or joining virtual meeting & voting during the meeting.
5.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning
the QR code mentioned below for seamless voting experience.
Individual Shareholders
holding securities in
demat mode withCDSL
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 or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers’ website directly.
3.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.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.comhome 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
evotingis inprogress and also able to directlyaccess the system of all e-VotingService Providers.

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Sanrhea Technical Textiles Limited

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Type of shareholders Login Method
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Type of shareholders Login Method
Individual Shareholders
(holding securities in
demat mode) login
through theirdepository
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 orjoiningvirtual meeting& votingduringthe meeting.

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

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Login type Helpdesk details
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Login type Helpdesk details
Individual Shareholders holding securities in
demat mode withNSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request [email protected] call at 022 - 4886 7000
Individual Shareholders holding securities in
demat mode withCDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a
request [email protected] contact at toll free no. 1800-21-09911

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

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

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

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

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

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

4. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Your User ID is:
Physical
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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 Benefciary ID
For example if your Benefciary ID is 12** then your
user ID is 12**
c)
For Members holding shares in Physical Form.
EVEN Number followed by Folio Number registered with the
company
For example if folio number is 001 and EVEN is 101456 then user
ID is 101456001

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

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

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

  • c) How to retrieve your ‘initial password’?

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

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Sanrhea Technical Textiles Limited

6. 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.

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

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

9. 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?

  • (a) 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 is in active status.

  • (b) Select “EVEN” of the company Sanrhea Technical Textiles Limited to cast your vote during the remote e-Voting period and casting your vote during the General Meeting.

  • (c) Now you are ready for e-Voting as the Voting page opens.

  • (d) 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.

  • (e) Upon confirmation, the message “Vote cast successfully” will be displayed.

  • (f) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  • (g) 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

  2. [email protected] 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.

  3. 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.

  4. 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 or contact Ms. Pallavi Mhatre at the designated email IDs: [email protected]. Members may also write to the Company Secretary at the Company’s email address 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 DPIDCLID (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 Aadhaar 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.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

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

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Sanrhea Technical Textiles Limited

ITEM NO. 1 & ITEM NO. 2

The Board of Directors of the Company in its meeting held on 13[th] November, 2025 deliberatedand accorded their approval, for revision in terms of remuneration under the provisions of Schedule V of the Act, payable as per rules and policies of the Company of Shri Tushar Patel, Managing Director of the Company, with effect from 1[st] December, 2025 till the conclusion of his current tenure on the terms and conditions as mentioned in resolution item no. 1.

The Board further resolved, subject to approval by the members of the Company, that wherein any financial year during the tenure of Shri Tushar Patel, the Company is having no profits or inadequate profits, the aforesaid remuneration shall be paid as minimum remuneration by way of Salary and Allowances as specified above.

The Nomination and Remuneration Committee at its meeting held on same day hasrecommended the same after taking into consideration the financial growth of the Company under the Management Team headed by Shri Tushar Patel, Managing Director of theCompany, there is a need that the Company should reward Shri Tushar Patel with an increase in his remuneration w.e.f. 1[st] December, 2025 commensurate to the performance of the Company and market conditions.

Further the tenure of Shri Tushar Patel as a Managing Director of the Company will expire on July 31, 2026. Considering his rich and varied experience in the industry and his involvement in the operations of the Company over a long period of time, as recommended by the Nomination and Remuneration Committee, the Board re-appointed him as the Managing Director for a period of 3 years w.e.f. August 1, 2026 on such terms and conditions including the remuneration and perquisites as mentioned in resolution, subject to the approval of Shareholders of the Company at the ensuing AGM.

The Board is confident about Shri Tushar Patel being able to function and discharge his duties in an able and competent manner.

Disclosure as required under Schedule V to the Companies Act, 2013 is given hereunder and the requisite details and information pursuant to Regulation 36(3) of the Listing Regulations, the Act and the Secretarial Standards, as on the date of Notice, is provided as Annexure to this Notice.

Except Shri Tushar Patel and Smt. Tejal Patel, none of the Directors and/ or Key Managerial Personnel of the Company and/ or their relatives is deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

The Board accordingly recommends the resolution set forth at Item No. 1 & Item No. 2 for approval of the members as a Special Resolutions.

DISCLOSURE AS REQUIRED UNDER SCHEDULE V TO THE COMPANIES ACT, 2013 IS GIVEN HEREUNDER

I. GENERAL INFORMATION

1. Nature of Industry

The Company Sanrhea, an ISO 9001:2015, ISO 14001:2015 approved Company set up its facility to manufacture industrial fabrics in 1997 as a small convertor and has grown over the years to become one of the largest and most reputed manufacturers of RFL - Dipped fabrics for Conveyor Belts, Tyres and other Rubber Products.

The company has today established itself as one of the most accepted and respected manufacturer of various industrial fabrics and technical fabrics in India.

2. Date or expected date of commencement of commercial production

The Company is a manufacturing industrial fabrics since 1997 and as such there is no date of commencement of commercial production.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

  • Not Applicable

4. Financial performance based on given indicators

During 2024-25, total Income of the company is 7,512.53 Lakhs as compare to 6,826.09 Lakhs in the previous year 2023-24. Gross Profit of the Company is 961.67 Lakhs as compare to Profit of 873.24 Lakhs for the previous year. After providing Depreciation, Finance Charges and Taxation, the Company has incurred Net Profit of 463.08 Lakhs as compare to Profit of 512.82 Lakhs for the previous year.

5. Foreign investments or collaboration

  - Nil
  • II. INFORMATION ABOUT THE APPOINTEE

As required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of Directors who are proposed to be appointed are given below.

1. Background Details

Shri Tushar Patel belongs to an Industrial family from Gujarat having a reputed and established name in the Textile Industry over three generations. Mr. Patel is an MBA with International Finance from the George Washington University, Washington D.C. Shri Tushar Patel, started his career as a trainee in his father’s textile mill, Ms. Mahendra Mills Ltd - One of the largest composite textile units of India. Having gained substantial technical and business experience he ultimately took over as Executive Director of the Mills. Envisaging a very bright prospect in the field of Technical Textiles and having gained substantial technical knowledge over his initial ten years of work at Mahendra Mills, Shri Tushar Patel established Sanrhea Technical Textiles Ltd. in 1996 to manufacture specialised industrial fabrics to cater to the needs of the Tyre, Rubber, Automobile and Infra-structure Industry. A Self trained technocrat entrepreneur, Mr. Patel has today established his Company’s product.

2. Past Remuneration

Shri Tushar Patel had drawn total remuneration including other perquisites of ` 168.63 Lakhs during the financial year 2024-25 as Managing Director of the Company.

3. Recognition or Awards

Not applicable.

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Sanrhea Technical Textiles Limited

4. Job Profile and Suitability of the Appointee

Director has been in KMP position since last couple of years and has been contributing in his role towards achievement of the common objectives of the organization. Hence, on that basis the recommendation of the Nomination and Remuneration Committee and approval of the Board, Shri Tushar Patel as Managing Director is suitable candidates for his re-appointment of the Company.

5. Remuneration Proposed

The appointee will be paid remuneration as may be ascertained under the provisions of Schedule V of the Act, payable as per rules and policies of the Company, on the terms and conditions as mentioned in resolutions.

6. Comparative remuneration profile with respect to the industry, size of the Company, profile of the position and person

Taking into account the size of the Company, industry benchmark in general, profile, position, responsibilities, capabilities and the involvement of Managing Director in the Company, the proposed remuneration to the appointee is reasonable and in line with the remuneration levels in the Industry, across the country and befits his position.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other Director, if any

Apart from receiving managerial remuneration and holding of 31.20% of Equity Shares of the Company, he does not have any other pecuniary relationship with the Company.

III. OTHER INFORMATION

1. Reasons of loss or inadequate profits

Our financial performance has been primarily influenced by two significant market challenges. First, we operate in an environment marked by volatility in the supply and pricing of essential raw materials. This unpredictability creates operational inefficiencies and can pressure our margins. Second, we navigate a highly competitive global landscape, where we must directly contend with

large-scale manufacturers, particularly from China, which impacts both market share and pricing.

2. Steps taken or proposed to be taken for improvement

To address these challenges, we have implemented a proactive, two-pronged strategy:

  • Supply Chain Stabilization: We have enhanced our inventory management system by strategically stockpiling key raw materials. This forwardpurchasing approach mitigates supply disruption risks and provides a buffer against market price fluctuations.

  • Competitive Differentiation: Our core focus is on outperforming competitors through superior quality and innovation. We are making continuous investments in R&D to not only enhance our existing product lines but also to pioneer new solutions tailored for both our domestic and international customers.

3. Expected increase in productivity and profits

We are optimistic about a significant improvement in our financial trajectory. Our operations are tightly managed within budgetary constraints, reinforcing the company’s going concern strength. This internal discipline, combined with powerful external tailwinds, positions us for growth.

A major catalyst is the Indian government’s accelerated investment in national infrastructure, specifically the rapid expansion of roads, ports, and highways. This boom will directly benefit the cement, steel, and mining sectors key end-users of our primary product, Conveyor Belting Fabrics. Furthermore, the anticipated growth in the automobile and tire industry, another critical market for our products, provides an additional and compelling avenue for increased demand and revenue.

IV. Disclosures - NA

The above explanatory statement (together with Annexure thereto) shall be construed to be memorandum setting out the terms of the appointment/re-appointment as specified under Section 190 of the Companies Act, 2013.

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Sanrhea Technical Textiles Limited

Annexure to Notice

Details of the Director seeking re-appointment

[in pursuance to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings]

==> picture [525 x 26] intentionally omitted <==

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

Name Shri Tushar Patel (DIN:00031632)
Brief Resume and nature of Expertise in Specific Functional Shri Tushar Patel belongs to an Industrial family from Gujarat having a reputed
----- End of picture text -----

Name Shri Tushar Patel(DIN:00031632)
Brief Resume and nature of Expertise in Specifc Functional Shri Tushar Patel belongs to an Industrial family from Gujarat having a reputed
Areas and established name in the Textile Industry over three generations. Mr. Patel
is an MBA with International Finance from the George Washington University,
Washington D.C. Shri Tushar Patel, started his career as a trainee in his father’s
textile mill, Ms. Mahendra Mills Ltd - One of the largest composite textile
units of India. Having gained substantial technical and business experience
he ultimately took over as Executive Director of the Mills. Envisaging a very
bright prospect in the feld of Technical Textiles and having gained substantial
technical knowledge over his initial ten years of work at Mahendra Mills,
Shri Tushar Patel established Sanrhea Technical Textiles Ltd. in 1996 to
manufacture specialised industrial fabrics to cater to the needs of the Tyre,
Rubber, Automobile and Infra-structure Industry. A Self trained technocrat
entrepreneur,Mr. Patel has todayestablished his Company’sproduct.
Date of Birth 07.11.1965
Qualifcations B.Com & M.B.A.
No. ofyears of Experience 38
Terms and conditions of appointment / re-appointment /
change in Remuneration
Appointment as the Managing Director for a period of 3 (three) consecutive
years efective from 1stAugust, 2026 to 31stJuly 2029. (for further details refer
the Notice and ExplanatoryStatement).
Date on which frst appointed on the Board/ current
designation
10.08.1987
No. of Board Meetings attended during FY 2024-25 and 2025-
26(upto the date of this Notice)
12
Details of remuneration and remuneration last drawn `168.63p.a.
Relationshipwith other Directors / KeyManagerial Personnel Spouse of Smt. Tejal Patel and not related to anyother Director / KMP
Directorships held in other Public Companies (excluding
foreign companies)
-
Membership/ Chairmanship of Committees across Public
Companies
-
Memberships/ Chairmanship of Committees of other Public
Companies
-
Shareholding% in the Company 31.20%

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