Shilp Gravures Ltd. — Proxy Solicitation & Information Statement 2025

Dec 10, 2025

Date:10/12/2025

To, The Manager, DCS-CRD Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai- 400 001

SECURITY CODE: 513709 || ISIN: INE960A01017

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) – Postal Ballot Notice

Please find attached, the Postal Ballot Notice dated December 10, 2025, along with the explanatory statement, seeking approval of the members of the Company, by way of Special Resolutions, through remote e-voting process (“e-voting”) for:

1. Approval for appointment of Ms. Jinal Hasmukhbhai Rupani (DIN: 11029766), as NonExecutive Independent Director of the Company.

Postal Ballot Notice is being sent only through electronic mode to all the members whose e-mail address is registered with the Company / Company’s Registrar and Transfer Agent / Depository Participants / Depositories as on Friday, December 05, 2025 (Cut-off date’). The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), as the agency to provide e-voting facility. The e-voting facility will be available during the following period:

ovide e-voting facility. The e-voting facility will be available during the following period:	ovide e-voting facility. The e-voting facility will be available during the following period:
Commencement of e-voting: 9:00 a.m. (IST) on Friday, December 12, 2025
End of e-voting:	5:00p.m.(IST) on Monday, January 12, 2026

You are requested to take the above on your record.

Thanking you,

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Yours faithfully,
For Shilp Gravures Limited
JAY RAJENDRABHAI CHAVDA Digitally signed by JAY RAJENDRABHAI CHAVDA DN: c=IN, postalCode=362266, st=GUJARAT, street=JUNAGADH, l=JUNAGADH, o=Personal, serialNumber=3106e17259f13494adec02fbbd5622ff5b14be1c0d51630a9e4fc3d4f5e1de41, pseudonym=6cb769d3792545148fc7a120baefcd96, 2.5.4.20=c70db736a158ffdd16a544c411e8eb8e1fb406c0a3a11762d30e577396fd7441, email=CSJAYCHAVDA@GMAIL.COM, cn=JAY RAJENDRABHAI CHAVDA Date: 2025.12.10 18:06:33 +05'30'
Jay Chavda
Company Secretary and
Compliance Officer
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Encl: a/a

SHILP GRAVURES LIMITED

(CIN: L27100GJ1993PLC020552)

Registered Office: 778/6, Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Tal: Kalol, Dist. Gandhinagar, Gujarat – 382721.

Phone: 02764-286323/286324 Email: cs@shilpgravures.com Website: www.shilpgravures.com

NOTICE OF POSTAL BALLOT

[Notice pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108 and Section 110 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 the Companies (Management and Administration) Rules, 2014 (“the Rules”) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (MCA) inter-alia for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 10/2022 dated December 28, 2022 and 9/2023 dated September 25, 2023 and SEBI circular dated May 12, 2020, dated January 15, 2021, dated May 13, 2022, January 5, 2023 and dated October 6, 2023, dated September 19, 2024, 09/2024 and dated September 22, 2025, 03/2025 (collectively referred to as “Circulars”) read with Regulation 44 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulations”) and applicable Secretarial Standards (SS-2) and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force), that the Company proposes to seek approval of the members by passing of the proposed resolutions appended below through postal ballot by remote e-voting process (E-voting).

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, December 05, 2025. In compliance with Sections 108 and 110 of the Act read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice.

Members may note that this Notice will also be available on Company’s website www.shilpgravures.com and on the Stock Exchange website (www.bseindia.com) and Central Depository Services (India) Limited (CDSL) website (www.evotingindia.com). Any member seeking e-copy of this notice may write to us at cs@shilpgravures.com.

Special Business:

Item No. 1 - Approval for appointment of Ms. Jinal Hasmukhbhai Rupani (DIN: 11029766), as Non-Executive Independent Director of the Company.

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof for the time being in force), Regulation 17 (1C), proviso to Regulation 17 (1) (a) and other applicable regulations, if any, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), in terms of Article of Associations of the Company, Ms. Jinal Hasmukhbhai Rupani (DIN: 11029766), who was, pursuant to the provisions of Section 161 of the Act, appointed by the Board of Directors as an Additional Director (Non-Executive & Independent) of the Company with effect from November 04, 2025 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of the director and a declaration who meets the criteria of independence as provided under Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a first term of 5(five) consecutive years with effect from November 04, 2025 and who shall not be liable to retire by rotation;

“ RESOLVED FURTHER THAT the Board of Directors 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 resolution.”

By Order of Board of Directors For, Shilp Gravures Limited Sd/Jay Chavda Company Secretary and Compliance Officer

Place: Rakanpur Date: December 10, 2025 Registered Office: 778/6, Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Tal: Kalol, Dist. Gandhinagar, Gujarat – 382721. CIN: L27100GJ1993PLC020552

NOTES:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts and reasons for the proposed resolutions are annexed hereto.

2. Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, December 05, 2025 (cut-off date) will be considered for the purpose of reckoning the voting rights and sending the notice. A person who is not a Member of the Company as on the cut-off date, should treat this Notice for information purpose only. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as on the cut-off date shall follow the same procedure for e-Voting as provided for below.

3. MCA & SEBI vide its relevant circulars, have permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members shall take place through the process of remote e-voting only.

4. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for providing Remote e-voting facility to the Members of the Company. The Remote e-voting facility is available at the link www.evotingindia.com Members are requested to carefully read the related notes to this Postal Ballot Notice and instructions given thereunder.

5. The voting period will commence on Friday, December 12, 2025 at 09.00 a.m. (IST) and ends on Monday, January 12, 2026 at 05.00 p.m. (IST ) (inclusive of both days). The Remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

6. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date i.e. Friday, December 05, 2025 .

7. The Board has, pursuant to Rule 22(5) of the Companies (Management and Administration) Rules 2014, appointed CS Janvi N Davda, Practicing Company Secretary holding Membership No. A60981 and Certificate of Practice No. 28288 as the Scrutinizer for conducting the voting process through Postal Ballot E-Voting in accordance with the law and in a fair and transparent manner.

8. Upon completion of scrutiny of the e-voting, the Scrutinizer shall submit his report within two working days from the end of the remote e-voting period to the Chairman or any other person authorised by him, who shall countersign the same. Thereafter, the Chairman or the person authorised by him in writing shall declare the result of the voting forthwith.

9. The Results declared along with the Scrutinizer’s Report shall be displayed at the Registered Office and Corporate office of the Company and placed on the Company’s website www.shilpgravures.com and on the website of CDSL immediately after the result is declared by the Chairman; and the results shall also be communicated to the Stock Exchange where the shares of the Company are listed.

10. The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite majority (i.e. through Special resolution) of members by means of Postal Ballot through remote e-voting, shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. Monday, January 12, 2026 (“deemed date of passing of the resolutions”).

11. All documents referred to in the Notice and Explanatory Statement including disclosure of directors are available for inspection by the members at the Registered office / Corporate

Office of the Company on all working days between 2.00 P.M. (IST) and 4.00 P.M. (IST) from the date of dispatch of the Notice upto the last date of e-voting i.e. Monday, January 12, 2026 . All the documents referred to in the accompanying Notice and Explanatory Statements, shall also be available for inspection through electronic mode, basis the request being sent by the members on cs@shilpgravures.com stating their name and Folio no./DP ID-Client ID/ Beneficiary ID.

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

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 non-individual shareholders in demat mode.

• (i) The voting period begins on Friday, December 12, 2025 at 09.00 a.m. (IST) and ends on Monday, January 12, 2026 at 05.00 p.m. (IST ). 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 December 05, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login
Individual through their existing user id and password. Option will be
Shareholders made available to reach e-Voting page without any further
holding authentication. The users to login to Easi / Easiest are requested
securities in to visit cdsl website www.cdslindia.com and click on login icon
Demat mode & My Easi New (Token) Tab.
with CDSL 2) After successful login the Easi / Easiest user will be able to see
Depository 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 &
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	3) 4)	3) 4)	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. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers. 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:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin .jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobilenumberand clickon
	Individual Shareholders holding securities in demat mode with NSDL 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:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin .jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobilenumberand clickon

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login. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click
on company name or e-Voting service provider name and
you will be re-directed to e-Voting service provider website
for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered with
(holding NSDL/CDSL for e-Voting facility. After Successful login, you will
securities in be able to see e-Voting option. Once you click on e-Voting option,
demat mode) you will be redirected to NSDL/CDSL Depository site after
login through successful authentication, wherein you can see e-Voting feature.
their Click on company name or e-Voting service provider name and
Depository you will be redirected to e-Voting service provider website for
Participants casting your vote during the remote e-Voting period.
(DP)
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In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting 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-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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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. CDSL and NSDL

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

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

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

• 1) The shareholders should log on to the e-voting website www.evotingindia.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 Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time 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 Participant 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 detailsfield.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ 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 voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant (i.e. Shilp Gravures Limited) on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation 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 resolution, 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” option on the Voting page.

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

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

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

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After 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 automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@shilpgravures.com (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer 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 certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested 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 respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings 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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 1: Approval for appointment of Ms. Jinal Hasmukhbhai Rupani (DIN: 11029766) as Non-Executive Independent Director of the Company w.e.f. November 04, 2025.

The Nomination & Remuneration Committee, in its meeting held on November 04, 2025, recommended the appointment of Ms. Jinal H Rupani (DIN: 11029766) as Additional Director (NonExecutive & Independent). Subsequently, subject to the approval of the members, the Board of Directors, in their meeting held on November 04, 2025, approved appointment Ms. Jinal Rupani as Additional Director (Non-Executive & Independent) of the Company.

The Company has received a notice in writing under the provisions of Section 160 of the Act, from a Member proposing the candidature of Ms. Jinal Hasmukhbhai Rupani for the office of Director of the Company.

Ms. Jinal Hasmukhbhai Rupani has given a declaration to the Board of the Directors that she meets the criteria of independence as provided under Section 149(6) of the Companies Act 2013 and Regulation 25(8) of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, she fulfils the conditions specified in the Act and the Rules made there under for appointment as an Independent Directors and she is an independent of the management.

Accordingly, the Board recommends the appointment of Ms. Jinal Hasmukhbhai Rupani as an Independent Director of the Company for a first term of 5(five) consecutive years from November 04, 2025.

Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India are annexed to this Postal Ballot Notice.

None of the directors, or key managerial personnel or their relatives, except Ms. Jinal Hasmukhbhai Rupani (whose appointment is proposed in the resolution) and her relatives, are concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company.

Therefore, the Board recommends the resolution set out at item no. 1 of the postal ballot notice for the approval of the members as a special resolution.

Annexure:

DISCLOSURES UNDER REGULATION 36(3) OF THE LISTING REGLATIONS READ WITH SS-2

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Full Name Ms. Jinal Hasmukhbhai Rupani
Director Identification 11029766
Number (DIN)
Age 35 Years
Date of Birth October 10, 1990
Qualification Chartered Accountant, B. Com.
Experience and Expertise Ms. Jinal H. Rupani is a commerce graduate from
Saurashtra University and Chartered Accountant by
Profession. She holds the certificates of Junior Associate
of the Indian Institute of Bankers (JAIIB) and Certified
Associate of the Indian Institute of Bankers (CAIIB) from
Indian Institute of Banking and Finance (IIBF). She has
over a decade of experience in the field of consultancy,
finance and banking.
Skills and Capabilities Ms. Jinal Hasmukhbhai Rupani possesses the necessary
skills, experience, knowledge and capabilities identified
by the Committee and the Board and required for the role
of an Independent Director of the Company. She has
expertise in the areas of Accountancy, Finance, Risk
Management, Business Management and Banking and
possesses appropriate skills, expertise and competencies
required by the Board.
Shareholding (Equity NIL
Shares)
Relationship with other None
directors and KMP
Member/Chairperson of Audit Committee – Member
committees of the Stakeholders Relationship Committee – Member
Company
Directorships held in Rajoo Engineers Limited
other listed companies (CIN: L27100GJ1986PLC009212)
Resignations from the None
Listed Companies in the
past three years.
Chairpersonship/Member Rajoo Engineers Limited
of committees held in (CIN: L27100GJ1986PLC009212):
other companies Audit Committee – Member
Nomination and Remuneration Committee – Member
Risk Management Committee - Member
Terms & conditions of the As set out in Resolution and the Explanatory Statement
appointment
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