Sanrhea Technical Textiles Ltd. — Proxy Solicitation & Information Statement 2025

Feb 13, 2025

==> picture [564 x 64] intentionally omitted <==

Date: 13.02.2025

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 dated February 13, 2025, 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 Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 9/2023 dated September 25, 2023 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	To Issue, Offer and Allot Equityshares on Preferential basis	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, February 7, 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 Friday, 14th February, 2025 ( 9.00 a.m. IST) and end on Saturday, 15th March, 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.

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.

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 : sanrhea@gmail.com Web. : www.sanrhea.com CIN : L17110GJ1983PLC006309

==> picture [201 x 64] intentionally omitted <==

==> picture [216 x 64] intentionally omitted <==

==> picture [149 x 64] intentionally omitted <==

Accordingly, the communicatio n of the assent or dissent of the Memb e rs eligible to vote is restricted only to remote e-voti n g (“ e-voting ”) i.e. by casting their votes el e ctronically instead of submitting postal ballot forms.

The Postal Ballot Notice is being made available on the website of Sto c k Exchange i.e. BSE Limited and is also available on t he website of the Company at www.sanrhe a .com and the website of NSDL, the remote e-voting se r vice providing agency to the Company, at w ww.evoting.nsdl.com.

The results of the Postal Ballo t shall be announced not later than two w orking days from the conclusion of the e-voting. The results of the remote e-voting and the Scr u tinizer’s report will be placed on the Company’s w ebsite at www.sanrhea.com, on the w ebsite of NSDL at www.evoting.nsdl.com and will be communicated to the Stock Exchanges.

Kindly take the same on your re c ord.

Yours Faithfully,

==> picture [158 x 86] intentionally omitted <==

==> picture [43 x 86] intentionally omitted <==

Encl. : As Above

Corporate Office & Works : Dr. Ambedkar R oad, Kalol (N.G.) 382721. Phone : (02764) 2252 0 4, 227831 Fax : (02764) 227696. Regd. Office : Parshwanath Ch a mbers, 2nd Floor, Nr. New RBI, Income Tax, Ah m edabad – 380 014. Tel. Fax : (079) 27545646 Email : sanrhea@gmail.com Web. : www.sanrhea.com CIN : L17110GJ1983PLC006309

==> picture [165 x 30] intentionally omitted <==

SANRHEA TECHNICAL TEXTILES LIMITED

CIN: L17110GJ1983PLC006309

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

Phone No.: (02764) 225204 • E-mail: sanrhea@gmail.com • 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 and No.9/2024 dated September 19, 2024 (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 in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting, which requires physical presence of members at a common venue. Accordingly, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-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 7th February, 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, 7th February, 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 Friday 14th February, 2025, at 9:00 a.m. and ends on Saturday 15th March, 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 13th February, 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 will be 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 postal ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. Saturday, 15th March, 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.

1. ISSUE CREATE AND ALLOT EQUITY SHARES TO PROMOTER ON PREFERENTIAL BASIS.

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

• “RESOLVED THAT pursuant to the provisions of Section 23, 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and in accordance with the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended up to date (‘SEBI (ICDR) Regulations’), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended up to date, as in force and subject to other applicable Rules / Regulations / Guidelines / Notifications / Circulars and clarifications issued thereunder, if any, from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (SEBI), the Reserve Bank of India and/ or any other competent authorities to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges where the equity shares of the Company are listed

1

Sanrhea Technical Textiles Limited

and subject to the approval(s), consent(s), permission(s) and/ or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s) and which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, consent of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot by way of preferential issue, up to 690000 equity shares of face value of 10/- each of the Company (‘Equity Shares’) at an issue price of 52/- (including premium of 42/-) per equity share of the Company or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, whichever is higher, for an aggregate consideration of 3,58,80,000/- to the following persons (proposed allottees)

Sr. No.	Name of the Proposed Allottees	Category	Proposed No. of Equity Shares
1	Tushar Mahendrabhai Patel	Promoter	290000
2	Tejalben Tusharbhai Patel	Promoter	400000

in such manner and on such terms and conditions as are stipulated in the statement pursuant to section 102 of the Act attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI (ICDR) Regulations and other applicable laws;

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations the Equity Shares are not frequently traded and the issue price of equity shares is ` 52/- per equity shares, which is computed as per regulation 165 of the SEBI ICDR Regulations.

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations, the “Relevant Date” for the purpose of calculating the floor price for the Preferential Issue of Equity shares be and is hereby fixed as Thursday, February 13, 2025, being the date 30 days prior to the date of passing of the Special Resolution by Members.

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

• (a) The Equity Shares to be allotted shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

Exchange(s) subject to receipt of necessary permission(s), sanction(s) and approval(s).

• (c) The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.

• (d) The Equity Shares to be allotted shall be listed on the stock exchanges where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name(s) of the proposed allottee(s) be recorded for the issuance of invitation to subscribe to the Equity Shares and a private placement offer cum Application letter in Form No. PAS4 together with an application form be issued to the proposed allottee(s) inviting it to subscribe to the Equity Shares.

RESOLVED FURTHER THAT the monies received by the Company from the Proposed Allottees for application of the equity shares pursuant to this Preferential Issue shall be kept by the Company in a separate account opened by the Company for this purpose and shall be utilized by the Company for the purpose for which the amount is raised in accordance with the provisions of applicable law.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification(s) to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion may deem appropriate, without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.”

By Order of the Board For Sanrhea Technical Textiles Limited

• (b) The Equity Shares shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI (ICDR) Regulations and be listed on the Stock

Dharmesh Patel Company Secretary and Compliance Officer

2

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 the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, 7th February, 2025 (the “Cut-off date”) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, (“RTA”). 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.

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 Stock Exchanges 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, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to the Members 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-voting facility. Members are requested to carefully read the instructions for e-voting that are provided as part of this Postal Ballot Notice before casting their vote.

5. All documents referred to in this notice will also be available electronically for inspection without any fee by 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 dk.sanrhea@gmail.com

6. The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e. Friday, 7th February, 2025 . Only those Members holding shares either in physical form or 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 information purpose only.

7. The remote e-voting period commences from 9.00 a.m. (IST) on Friday 14th February, 2025, and ends at 5.00 p.m. (IST) on Saturday, 15th March, 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, 7th February, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after Saturday, 15th March, 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 the MCA circulars.

9. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Saturday, 15th March, 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 through remote e-voting process shall be announced not later than two working days from the conclusion of the e-voting and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority 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 are listed 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 5th 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: ahmedabad@linkintime.co.in, 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 and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer by e-mail to csdoshiac@gmail.com with a copy marked to evoting@nsdl.com

3

Sanrhea Technical Textiles Limited

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.

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

==> picture [505 x 18] intentionally omitted <==

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

Type of shareholders Login Method
----- End of picture text -----

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 “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. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon“Login”which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a 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. 4. 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 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 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 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.

4

Sanrhea Technical Textiles Limited

==> picture [505 x 17] intentionally omitted <==

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

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders	Login Method
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 duringthe 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.

==> picture [505 x 15] intentionally omitted <==

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

Login type Helpdesk details
----- End of picture text -----

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor 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 :

==> picture [505 x 28] intentionally omitted <==

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

Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
----- End of picture text -----

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example ifyour BenefciaryID is 12** thenyour 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

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 evoting@nsdl.com 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.

5

Sanrhea Technical Textiles Limited

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.

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

• (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 csdoshiac@gmail.com 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 or send a request to Ms. Pallavi Mhatre 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:

• 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 dk.sanrhea@gmail.com.

• 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 dk.sanrhea@gmail.com. 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.

ITEM NO. 1

ISSUE OF EQUITY SHARES TO PROMOTER ON PREFERENTIAL BASIS.

The Company requires infusion of funds to meet working capital requirements and general corporate purposes, to support the future business plans of the Company, it is proposed to issue equity shares on preferential basis to Promoter. The said proposal has been considered and approved by the Board of Directors in their meeting held on 13.02.2025.

The special resolution proposed in the item No. 1 of the Notice, have been proposed pursuant to the provisions of Section 23, 42, 62 of the Companies Act, 2013 and chapter V of SEBI ICDR Regulations, 2018.

The offer for the proposed allotments as mentioned above in Item 1 shall be made by way of a common offer letter (PAS-4).

The Information pertaining to the proposed preferential allotment in terms of the Chapter V of SEBI (ICDR) Regulations, 2018 and subsequent amendments there to is as stated below. As per Section 42 and 62 and other applicable provisions if any of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, consent of the shareholders is sought for issuing the equity shares as stated in the resolution on a preferential basis. Under Regulation 163 of the ICDR Regulations and in terms of the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14(1) of the Companies (Prospectus and allotment of Securities) Rules, 2014, the relevant disclosures / details are given below:

It may be noted that;

• (a) All equity shares of the Company are already made fully paid up as on date. Further, all equity shares to be allotted by way of preferential issue shall be made fully paid up at the time of the allotment;

• (b) All equity shares of the Company held by the Proposed Allotees, if any, are in dematerialised form;

• (c) The Company is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange where the equity shares of the Company are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),

6

Sanrhea Technical Textiles Limited

2015, as amended, and any circular or notification issued by the SEBI thereunder;

• (d) The Company has obtained the Permanent Account Numbers of the proposed allottees.

• (e) The Proposed Allottees have represented and declared to the Company that they have not sold or transferred any equity Shares of the Company during the 90 trading days preceding the relevant date.

• (f) None of the Promoters and Directors of the Company are fugitive economic offender;

• (g) The Company do not have any outstanding dues to the Board, the Stock Exchanges or the Depositories.

• (h) The Company will make the application for in-principle approval to the Stock Exchange, where its equity shares are listed, on the same day when the notice has been sent in respect of the Postal Ballot seeking shareholders’ approval by way of Special Resolution.

• (i) In terms of Section 102 of the Companies Act, 2013 (“Act”), this Explanatory Statement sets out all the material facts in respect of aforementioned business. As required under Section 23, 42 and 62(1)(c) of the Act read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 of Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI ICDR Regulations, necessary information or details in respect of the proposed Preferential Issue of Equity Shares are as under:

• 1 Particulars of the offer including date of passing of Board resolution:

To create, issue, offer and allot up to 690000 (Six Lakh Ninety Thousand only) Equity Shares of 10/- each, on a preferential basis (“Preferential Issue”), to the Proposed Allottees at an issue price of 52/- per Equity Share including a Security Premium of ` 42/- (Rupee Forty Two only) per Equity Share, being the price higher than the price determined in accordance with Chapter V (Preferential Issue) of the SEBI ICDR Regulations and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the relevant provisions of SEBI ICDR Regulations, or other applicable laws in this regard.

• 2 Basis or justification for the price (including premium, if any) at which the offer or invitation is being made along with report of the registered valuer & Pricing of the preferential issue:

The Equity Shares of the Company are listed on BSE Limited (“BSE”). The Equity Shares are not frequently traded in terms of the SEBI ICDR Regulations and price is computed as per regulation 165 of the SEBI ICDR Regulations. The Company has obtained a valuation report from an independent registered valuer for determining the price. The price determined through Valuation report of Mr. Shreyansh M. Jain, Registered Valuer (IBBI/ RV/03/2019/12124).

In terms of the applicable provisions of the ICDR Regulations, the minimum issue price at which the

proposed Equity Shares shall be allot is 51.63/-. However, the price of the proposed Equity Shares to be allot on preferential basis is 52/- per Equity Shares. The said report is available on the website of the Company at www. sanrhea.com

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

• The allotment is proposed to be made for cash.

• 4 The price or price band at/within which the allotment is proposed:

There shall be no price band. All the equity shares under this preferential issue shall be made at an issue price of 52/- (Rupee Fifty Two only) per Equity Share including Security Premium of 42/- (Rupees Forty Two only) per Equity Share, being the price higher than the price determined in accordance with Chapter V (Preferential Issue) of the SEBI ICDR Regulations.

• 5 Amount which the company intends to raise by way of such Equity Shares:

• ` 3,58,80,000/- (Rupees Three Crore Fifty Eight Lakh Eighty Thousand only)

• 6 The Objects of the issue through preferential offer:

The total proceeds of the preferential offer are proposed to be used to meet increased working capital requirements, general corporate purposes and expansion of business of the Company, as the Board may from time to time decide in the best interest of the Company.

• 7 The total number of Equity Shares to be issued:

The total number of Equity Shares proposed to be issued is 690000 (Six Lakh Ninety Thousand only) Equity Shares at 52/- (face value of 10/- and premium of ` 42/- each).

• 8 The intention of Promoter(s)/Director(s)/Key Managerial Personnel to subscribe to the offer and contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects:

Sr. No.	Name of the proposed allottee	Category	DIN	Subscribe to the ofer
1	Tushar Mahendrabhai Patel	Promoter and Managing Director	00031632	290000
2	Tejalben Tusharbhai Patel	Promoter and Director	01130165	400000

None of the Directors or Key Managerial Personnel of the Company intends to subscribe Equity Shares proposed to be issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in furtherance of the objects specified herein above except mentioned above.

• 9 The class or classes of persons to whom the allotment is proposed to be made:

The allotment is proposed to be made to the Promoters.

7

Sanrhea Technical Textiles Limited

10 Shareholding Pattern of the Company before and after the Preferential Issue:

The shareholding pattern before and after the Preferential Issue offer would be as under:

==> picture [506 x 40] intentionally omitted <==

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

Sr. Particulars Pre-preferential % of holding Post-preferential % of holding
No. allotment allotment
shareholding shareholding
----- End of picture text -----

Sr. No.	Particulars	Pre-preferential allotment shareholding*	**% of holding **	Post-preferential allotment shareholding*	% of holding
A	Promoter’s Holding
	Indian Promoters	2565800	51.32	3255800	57.22
	Bodies Corporate	1010450	20.21	1010450	17.76
	Sub-Total A	3576250	71.53	4266250	74.98
B	Non-Promoters Holding	-	-	-	-
	Insurance Companies	-	-	-	-
	Mutual Funds	-	-	-	-
	Banks, Financial Institutions, (Central Govt. State Govt. Institutions / Non-Government Institutions)	300	0.01	300	0.01
	Foreign Institutional Investors(FIIs)	-	-	-	-
	Venture Capital Fund	-	-	-	-
	Sub-Total B	300	0.01	300	0.01
C	Public Shareholding	-	-	-	-
	Bodies Corporates	153892	3.08	153892	2.70
	Hindu Undivided Family	43107	0.86	43107	0.75
	Resident Individuals	1212792	24.26	1212792	21.31
	Non Resident Indians	13659	0.27	13659	0.24
	Trust	-	-	-	-
	Sub-Total C	1423450	28.47	1423450	25.01
	Grand Total	5000000	100.00	5690000	100.00

Note:

• 1) The Pre Issue Shareholding Pattern is as on 31.12.2024.

• 2) The post issue shareholding pattern in the above table has been prepared on the basis that the proposed allottee(s) will subscribe to all the Equity Shares which they are intent to do so. In the event for any reason, the proposed allottee(s) do not or are unable to subscribe to and/or are not allotted the Equity Shares either in part or full, the shareholding pattern in the above table would undergo corresponding changes.

• 3) It is further assumed that shareholding of the Company in all other categories will remain unchanged.

• 4) The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of equity shares of the Company.

11 The time frame within which the preferential issue shall be completed:

As required under SEBI ICDR Regulations, the Company shall complete the allotment of equity shares as aforesaid on or before the expiry of 15 days from the date of passing of special resolution by the shareholders according consent for preferential issue or in the event of allotment of equity shares would require any other approvals or permissions from any regulatory authorities including stock exchange where the shares of the Company are listed or the Central Government, within 15 days from the date of receipt of last of such approvals or permissions as the case may be.

• 12 The identity of the Natural Persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees and percentage of post preferential issue capital that may be held by allottees and change in control, if any, consequent to the preferential issue:

Sr No.	Name of the Proposed Allottee(s)	PAN	Category	No. of Equity Shares (Pre issue)	% of pre preferential issue capital	No. of Equity Shares (Post Issue)	% of post preferential issue capital	Ultimate Benefcial Owner
1	Tushar Mahendrabhai Patel	AGZPP3457D	Promoter	1485272	29.71	1775272	31.20	Self
2	Tejalben Tusharbhai Patel	ABBPP3022D	Promoter	786028	15.72	1186028	20.84	Self

None of the Proposed Allottees have been allotted any securities of the Company during the financial year 2024-25.

• 13 Change in Control, if any, in the Company that would occur consequent to the preferential issue:

There is no change in the management or control of the Company pursuant to the aforesaid issue and allotment of equity shares.

• 14 Recommendation from the committee of Independent Directors

The Committee reviewed all aspects relating to the preferential issue including pricing, and has voted unanimously in favour and recommended to the board. All the Independent directors were present for the meeting.

8

Sanrhea Technical Textiles Limited

15 Principle terms of assets charged as securities:

Not Applicable.

16 Valuation and justification for the allotment proposed to be made for consideration other than cash:

Not Applicable.

17 Relevant Date:

The relevant date for the purpose of determination of minimum price of Equity Shares to be issued is fixed as Thursday, February 13, 2025, being the date thirty day prior to the deemed date of passing of Special Resolution through Postal Ballot, in accordance with the SEBI ICDR Regulations.

18 Undertaking regarding re-computation of price:

The Company undertakes to re-compute the price of the Equity Shares in terms of provision of SEBI ICDR Regulations, where it is required to do so. If the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the Equity Shares shall continue to be lockedin till the time such amount is paid by the Proposed Allottees.

19 Certificate of Practicing Company Secretary:

The Company has obtained the Certificate from appointed Shri Ashish Doshi partner of SPANJ & ASSOCIATES, Practising Company Secretaries (Membership No. FCS 3544 & CP No. 2356), certifying that the preferential issue is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations. A copy of said Certificate has been hosted on the website of the Company, www.sanrhea.com.

20 Lock in Period:

The Equity Shares to be allotted shall be subject to ‘lock-in’ as per chapter V of the SEBI ICDR Regulations.

Further, the entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 90 trading days from the date of trading approval.

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

During the financial year, the Company has not made any allotment of equity shares on preferential basis.

22 Listing:

The Company will make an application to BSE Limited at which the existing equity shares of the Company are listed, for listing of the Equity Shares allotted under this Preferential Issue. All the Equity Shares, once allotted, shall rank pari-passu with the

existing equity shares of the Company in all respects, including dividend and voting rights.

23 Disclosures specified in Schedule VI, if the issuer or any of its promoters or directors is a wilful defaulter or fugitive economic offender or fraudulent borrower:

The Company, it’s Promoters and its Directors have not been declared as wilful defaulters or a fraudulent borrower or fugitive economic offender as defined under SEBI ICDR Regulations.

Pursuant to Section 62(1)(c) of the Companies Act, 2013, further equity shares may be issued to persons other than the existing members of the Company as specified in Section 62(1)(a) of the Companies Act, 2013, provided that the members of the Company approve the issue of such equity shares by means of a special resolution.

• In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after the approval of its shareholders by way of a special resolution has been obtained. Further in terms of Regulations 160 of SEBI ICDR Regulations, a special resolution needs to be passed by shareholders of a listed company prior to issue of specified securities on preferential basis.

The resolution and the terms stated therein and in the explanatory statement hereinabove shall be subject to the guidelines/ regulations issued/ to be issued by the Government of India or the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other regulatory/ statutory authorities in that behalf and the Board shall have the absolute authority to modify the terms contained herein or in the said resolution, if required by the aforesaid regulatory/ statutory authorities or in case they do not conform with the SEBI ICDR Regulations including any amendment, modification, variation or reenactment thereof.

The approval of the members is being sought to enable the Board to issue and allot the equity shares on a preferential/ private placement basis, to the extent and in the manner as set out in the resolution and the explanatory statement.

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 for approval of the members as a Special Resolution.

9