Seasons Textiles Ltd — Proxy Solicitation & Information Statement 2025

Sep 16, 2025

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STL/SEC/2025-2026

Manager – Department of Corporate Services Manager – Listing Compliance BSE Ltd., Calcutta Stock Exchange Ltd., Registered Office: Floor 25, 7, Lyons Range, Dalhousie, P J Towers, Dalal Street, Kolkata, West Bengal, Mumbai 400 001 India- 700001

Dear Sir/Madam,

Company Scrip Code: 514264 I ISIN: INE707B01010

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing a copy of the Postal Ballot Notice seeking member's approval through the Special Resolution(s) for the matters contained in the notice as enclosed.

The Company has commenced the dispatch of the said Notice on 16[th] September, 2025 and the said notice is also uploaded on the website of the Company www.seasonsworld.com, and website of the CDSLwww.evotingindia.com.

This is for your kind information and records.

Thanking you.

Yours faithfully, For SEASONS TEXTILES LIMITED SAURABH Digitally signed by SAURABH ARORA DN: c=IN, postalCode=282005, st=UTTAR PRADESH, street=AGRA9 SARLA BAGH DAYAL BAGHNEAR HANUMAN MANDIR 282005, l=AGRA, o=Personal, title=2216, serialNumber=59782014d084af2fbed8ba885df7266124cb8a495123e21c5 b3b08bc2bac3e69, pseudonym=221620231025110040022, 2.5.4.20=b784fb51e72bdf9c72140b54d790c06c9d17272ddad282470db86 357646303c8, email=SAURABHSTAR2K1@REDIFFMAIL.COM, cn=SAURABH ARORA ARORA Date: 2025.09.16 18:03:28 +05'30' Adobe Acrobat Reader version: 2025.001.20693 SAURABH ARORA Company Secretary and Compliance Officer Date: 16/09/2025 Place: Noida Encl: As above

SEASONS TEXTILES LIMITED

Corp Office/Mailing Address: B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA Tel: -91 120 4690000, Fax: +91 120 4351485 Registered Office: 26, Froze Gandhi Road (Lower Ground Floor), Lajpat Nagar 3, New Delhi South Delhi 110024 Tel: +91 11 47675000, fax: +91 11 41805599 Email: cs.stl@seasonsworld.com, Website: www. Seasonsworld.com CIN: L74999DL1986PLC024058

SEASONS TEXTILES LIMITED CIN - L18101DL1986PLC024058

Regd. Off: 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024 Phone : 0120-4690000, Fax : 0120-4351485, Website : www.seasonsworld.com, E mail : cs.stl@seasonsworld.com

No�ce is hereby given that the resolu�ons set out below are proposed for approval by the members of Seasons Tex�les Limited (“the Company”) by means of Postal Ballot, only by remote e-vo�ng process (“E-vo:ng”) being provided by the Company to all its members to cast their votes electronically, pursuant to Sec�on 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administra�on) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regula�on 44 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis:ng Regula:ons”), Secretarial Standard on General Mee�ngs (“SS-2”) issued by the Ins�tute of Company Secretaries of India and other applicable laws, rules and regula�ons (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force).

The Statement, pursuant to the provisions of Sec�on 102(1) and other applicable provisions of the Act read with the Rules, se<ng out all material facts rela�ng to the resolu�ons proposed in this Postal Ballot No�ce and addi�onal informa�on as required under the Lis�ng Regula�ons is a=ached.

SPECIAL BUSINESS

1. To approve the appointment of Mrs. Neelam Wadhwa (DIN: 00050911) as a Whole-�me Director for a period of 5 (five) years with effect from 17[th] October 2025 liable to re�re by rota�on and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolu�on:

RESOLVED THAT in accordance with the provisions of Sec�ons 161, 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force), approval of the members be and is hereby accorded for the appointment of Mrs. Neelam Wadhwa (DIN: 00050911) as a Whole-�me Director of the Company, for a period of 5 (five) years with effect from 17[th] October 2025, on the terms and condi�ons including remunera�on as set out in the statement annexed to this Postal Ballot No�ce, with liberty to the Board of Directors (hereinaDer referred to as “ the Board” which term shall include the Nomina�on and Remunera�on Commi=ee of the Board) to vary the terms and condi�ons of the said appointment and / or remunera�on as it may deem fit and liable to re�re by rota�on.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolu�on.”

By Order of the Board of Directors

Saurab Arora Company Secretary and Compliance Officer Delhi, September 16, 2025

Registered Office: 26, Feroze Gandhi Road, Lower Ground Floor Lajpat Nagar - III, New Delhi -110 024. CIN: L18101DL1986PLC024058 Website: www.seasonsworld.com, E mail: cs.stl@seasonsworld.com

NOTES:

1. A statement, pursuant to the provisions of Sec�on 102(1) and other applicable provisions of the Act read with the Rules, se<ng out all material facts rela�ng to the resolu�ons men�oned in this Postal Ballot No�ce and addi�onal informa�on as required under the Lis�ng Regula�ons is a=ached.

2. In compliance with the MCA Circulars, this Postal Ballot No�ce is being sent only through electronic mode to those members whose names appear in the register of members / register of beneficial owners as on Monday, September 15, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Par�cipants / Depositories. Physical copies of this Postal Ballot No�ce along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

3. This Postal Ballot No�ce will also be available on the Company’s website at www.seasonsworld.com, websites of the

Stock Exchanges, i.e., BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.com and on the website of CDSL www.evotingindia.com

1. The Company has engaged the services of Central Depository Services (India) Limited to provide e-voting facility.

2. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same: (i) with the Depository Par�cipant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submi<ng Form ISR-1 (available on the website of the Company at www.seasonstex�les.com duly filled and signed along with requisite suppor�ng documents to Skyline Financial Services Private Limited D-153 1[st] Floor, Okhla Industrial Area, Phase – I, New Delhi-110 020. Tel.: 011-26812682, 40450193 to 97

3. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be en�tled to participate in the e-voting. A person who is not a member as on the CutOff Date, should treat this Postal Ballot No�ce for informa�on purpose only.

4. Pursuant to the provisions of Sec�ons 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regula�on 44 of the Lis�ng Regula�ons read with Sec�on VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended (“SEBI Master Circular”) , and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolu�ons electronically. The instruc�ons for e-vo�ng are provided as part of this Postal Ballot No�ce.

5. The e-vo�ng period commences at 9:00 a.m. (IST) on Thursday, September 18, 2025, and ends at 5:00 p.m. (IST) on Friday, October 17, 2025

6. The e-vo�ng will not be allowed beyond the aforesaid date and �me, and the e-vo�ng module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.

7. The Board of Directors has appointed Mr. Pramod Kothari, a Prac�sing Company Secretary (Membership No.: 7091), Proprietor of Pramod Kothari & Co, Company Secretaries as Scru�niser for conduc�ng the Postal Ballot, through e- vo�ng process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scru�niser’s decision on the validity of the votes cast in the Postal Ballot shall be final.

8. The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-vo�ng will be announced on or before Saturday, October 18, 2025, and will be displayed on the Company’s website at www.seasonsworld.com and the website of CDSL at www.evotingindia.com The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

9. The resolu�ons, if approved, shall be deemed to have been passed on the last date of e-vo�ng i.e., Friday, October 17, 2025.

10. All the documents referred to in this Postal Ballot No�ce will be available for inspec�on electronically without any fee by the members from the date of circula�on of this Postal Ballot No�ce un�l the last date of e-vo�ng.

11. PROCEDURE FOR E-VOTING:

12. a. The Company is providing e-vo�ng facility of CDSL to its members to exercise their right to vote on the proposed resolu�ons by electronic means.

13. b. The e-vo�ng facility will be available during the following vo�ng period:

Commencement of e-voting:	9:00 a.m. (IST) on Thursday,September 18,2025
End of e-voting:	5:00p.m.(IST)on Friday,October 17,2025

The e-vo�ng will not be allowed beyond the aforesaid date and �me and the e-vo�ng module shall be forthwith disabled CDSL upon expiry of the aforesaid period.

• c. The manner of e-vo�ng by (i) individual members holding shares of the Company in demat mode, (ii) members other than individuals holding shares of the Company in demat mode, (iii) members holding shares of the Company in physical mode, and (iv) members who have not registered their e-mail address, is explained in the instruc�ons given hereinbelow.

• (ii) INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

• a. Once the vote on a resolu�on is cast by a member, whether par�ally or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

• b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL MEMBERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE.

As per the SEBI Master Circular, all “individual members holding shares of the Company in demat mode” can cast their vote, by way of a single login creden�al, through their demat accounts / websites of Depositories / Depository Par�cipants. The procedure to login and access e-vo�ng, as devised by the Depositories / Depository Par�cipant(s), is given below:

PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (i) The vo�ng period begins 9:00 a.m. (IST) on Thursday, September 18, 2025, and ends at 5:00 p.m. (IST) on Friday, October 17, 2025. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 15[th] September, 2025 may cast their vote electronically. The e-vo�ng module shall be disabled by CDSL for vo�ng thereaDer.

• (ii) Shareholders who have already voted prior to the mee�ng date would not be en�tled to vote at the mee�ng venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regula�on 44 of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, listed en��es are required to provide remote e-vo�ng facility to its shareholders, in respect of all shareholders’ resolu�ons. However, it has been observed that the par�cipa�on by the public non-ins�tu�onal shareholders/retail shareholders is at a negligible level.

Currently, there are mul�ple e-vo�ng service providers (ESPs) providing e-vo�ng facility to listed en��es in India. This necessitates registra�on on various ESPs and maintenance of mul�ple user IDs and passwords by the shareholders.

In order to increase the efficiency of the vo�ng process, pursuant to a public consulta�on, it has been decided to enable e-vo�ng to all the demat account holders , by way of a single login creden:al, through their demat accounts/ websites of Depositories/ Depository Par:cipants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilita�ng seamless authen�ca�on but also enhancing ease and convenience of par�cipa�ng in e-vo�ng process.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Vo�ng for Individual shareholders holding securi:es in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securi�es in Demat mode withCDSL Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login through their exis�ng user id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2) ADer successful login the Easi / Easiest user will be able to see the e-Vo�ng op�on for eligible companies where the evo�ng is in progress as per the informa�on provided by company. On clicking the evo�ng op�on, the user will be able to see e- Vo�ng page of the e-Vo�ng service provider for cas�ng your vote during the remote

	3) 4)	e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. Addi�onally, there is also links provided to access the system of all e-Vo�ng Service Providers, so that the user can visit the e-Vo�ng service providers’ website directly. If the user is not registered for Easi/Easiest, op�on to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registra�on op�on. Alterna�vely, the user can directly access e-Vo�ng page by providing Demat Account Number and PAN No. from a e-Vo�ng link available onwww.cdslindia.comhome page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. ADer successful authen�ca�on, user will be able to see the e-Vo�ng op�on where the evo�ng is in progress and also able to directly access the system of all e-Vo�ng Service Providers.
Individual Shareholders holding securi�es in demat mode withNSDL Depository	1) 2) 3) 4)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: h=ps://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ sec�on. A new screen will open. You will have to enter your User ID and Password. ADer successful authen�ca�on, you will be able to see e-Vo�ng services. Click on “Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e-Vo�ng service provider name and you will be re-directed to e-Vo�ng service provider website for cas�ng your vote during the remote e-Vo�ng period. If the user is not registered for IDeAS e-Services, op�on to register is available at h=ps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at h=ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h=ps://www.evo�ng.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. 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 Verifca�on Code as shown on the screen. ADer successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider name and you will be redirected to e-Vo�ng service provider website for cas�ng your vote during the remote e-Vo�ng period. For OTP based login you can click onh=ps://eservices.nsdl.com/SecureWeb/evo�ng/evo�nglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifca�on code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. ADer successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click oncompany name or e-Vo:ng service provider nameand you will be re-directed toe-Vo:ng service provider websitefor cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.
Individual Shareholders (holding securi�es in demat mode) login through theirDepository Par:cipants (DP)		You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. ADer Successful login, you will be able to see e-Vo�ng op�on. Once you click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site aDer successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on company name or e- Vo�ng service provider name and you will be redirected to e-Vo�ng service provider website for cas�ng your vote during the remote e-Vo�ng period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

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

**Login type **		Helpdesk details
Individual Shareholders holding securi�es in Demat mode withCDSL		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
Individual Shareholders holding securi�es in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Vo�ng system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for Remote e-Vo�ng for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-vo�ng website www.evo�ngindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID:

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verifica�on as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evo�ngindia.com and voted on an earlier e- vo�ng of any company, then your exis�ng password is to be used.

• 6) If you are a first-�me user follow the steps given below:

If you are a	frst-�me user follow the steps given below:
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Par�cipant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld.

• (vi) ADer entering these details appropriately, click on “SUBMIT” tab. (vii) Shareholders holding shares in physical form will then directly reach the Company selec�on screen. However, shareholders holding shares in demat form will now reach ‘Password Crea�on’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vo�ng for resolu�ons of any other company on which they are eligible to vote, provided that company opts for e-vo�ng through CDSL plaRorm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-vo�ng on the resolu�ons contained in this No�ce.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the vo�ng page, you will see “RESOLUTION DESCRIPTION” and against the same the op�on “YES/NO” for vo�ng. Select the op�on YES or NO as desired. The op�on YES implies that you assent to the Resolu�on and op�on NO implies that you dissent to the Resolu�on.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the en�re Resolu�on details.

• (xii) ADer selec�ng the resolu�on, you have decided to vote on, click on “SUBMIT”. A confirma�on box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolu�on, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” op�on on the Vo�ng page.

• (xv) If a demat account holder has forgo=en the login password then Enter the User ID and the image verifica�on code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an op�onal provision to upload BR/POA if any uploaded, which will be made available to scru�nizer for verifica�on.

• (xvii) Addi:onal Facility for Non – Individual Shareholders and Custodians –For Remote Vo:ng only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evo�ngindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registra�on Form bearing the stamp and sign of the en�ty should be emailed to helpdesk.evo�ng@cdslindia.com.

• ADer receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automa�cally & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolu�on and Power of A=orney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scru�nizer to verify the same.

• Alterna�vely Non Individual shareholders are required mandatory to send the relevant Board Resolu�on/ Authority le=er etc. together with a=ested specimen signature of the duly authorized signatory who are authorized to vote, to the Scru�nizer and to the Company at the email address viz; cs.stl@seasonsworld.com, if they have voted from individual tab & not uploaded same in the CDSL e-vo�ng system for the scru�nizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self-a=ested scanned copy of PAN card), AADHAR (self-a=ested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respec�ve Depository Par�cipant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respec�ve Depository Par�cipant (DP) which is mandatory while e-Vo�ng & joining virtual mee�ngs through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911

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

Item No. 1

The Members are informed that the proposal for re-appointment of Mrs. Neelam Wadhwa (DIN: 00050911) as a Director retire by rotation and eligible for reappointment as director of the Company was placed before the Members at the Annual General Meeting (“AGM”) of the Company held on 27[th] September 2024, which could not secure the requisite approval. Consequently, Mrs. Neelam Wadhwa ceased to hold office as Director of the Company.

The Board of Directors of the Company Considering her vast experience, knowledge of the industry and significant contribution to the growth of the Company, Recommended the appointment of Mrs. Neelam Wadhwa as a Whole-time Director subject to retire by rotation, for a period of 5 (five) years, with effect from October 17, 2025 and liable to retire by rotation on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board at its meeting held on September 11, 2025,

Broad particulars of the terms of appointment of and remuneration payable to Mrs. Neelam Wadhwa are as under:

Basic Salary: 1,32,000 – 12,000 – 1,80,000” per month

Perquisites

House Rent Allowance/Rent free unfurnished house accommodation up to a maximum of 50% of the salary per month. Reimbursement of expenses incurred on Gas, Electricity and Water subject to a limit of 10% of Salary.

Reimbursement of Medical expenses – actual expenditure for self and family subject to a ceiling of one month’s salary in a year or 3 months’ salary over a period of 5 years.

Provision of Company’s car, mobile phone and telephone at residence for use on Company’s business but use of car for personal purposes and long-distance personal calls on mobile phone/telephone will be charged. Any other perquisites as may be decided by the Board and/or the Remuneration Committee.

Mrs. Neelam Wadhwa shall also be eligible to the following perquisites which shall not be included in computation of the ceiling on remuneration specified above:

Company’s contribution towards Provident Fund, Superannuation or Annuity Fund to be made as per rules of the Company but to the extent these are not taxable under the Income Tax Act, 1961.

Gratuity payable as per the provisions of the Gratuity Act, 1972. Encashment of Leave at the end of the tenure.

Mrs. Neelam Wadhwa is interested in the resolution set out at Item No. 1 of this Postal Ballot Notice with regard to his appointment. Shri Inderjeet Singh Wadhwa, Chairman and Managing Director, Mr. Sumer Singh Wadhwa, nonexecutive directors, being related to Mrs. Neelam Wadhwa may be deemed to be interested in the resolution set out at Item No. 1 of this Postal Ballot Notice. The other relatives of Mr. Inderjeet Singh Wadhwa and Mr. Sumer Singh Wadhwa to be interested in the resolution to the extent of their shareholding interest in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

Annexure to the Postal Ballot Notice

In pursuance of Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard on General Meeting (SS-2).

Mrs. Neelam Wadhwa

Mrs. Neelam Wadhwa
Age	63years
Qualifications	Graduate from Delhi University
Experience (including expertise in specific functional area) / Brief Resume	Smt. Neelam Wadhwa possesses rich experience in Business Development, Marketing, Management and Administration. and possess rich experience in furnishing textile industry and in-depth knowledge of Indian &global conditions in respect of this Industry.
Terms and Conditions of Appointment As per the resolution set out at Item No. 1 of the Postal Ballot Notice read with	As per the resolution set out at Item No. 1 of the Postal Ballot
Remuneration last drawn(includingsitting.	-
Remuneration proposed to be paid	As per the resolution at Item No. 1 of this Postal Ballot Notice read with statementpursuant to Section 102 of the Act.
Shareholding in the Company including shareholding as a beneficial owner as on date of Postal Ballot Notice	She holds 1398312 (18.67%) Equity Shares in the company.
Relationship with other Directors / Key Managerial Personnel	Wife of Shri Inderjeet Singh Wadhwa, Chairman & Managing Director. Mother of Mr. Sumer Singh Wadhwa, Non- Executive Directors. She is not related to anyother Director/KeyManagerial Personnel.
Number of meetings of the Board attended	-
Directorships of other Boards as on date of PostalBallot Notice	Nil
Listed entities from which the Director has resigned in the past three years	01
Date of first appointment on the Board	01-10-2015