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SHINING TOOLS LIMITED Proxy Solicitation & Information Statement 2026

Feb 16, 2026

59519_rns_2026-02-16_440fb02f-ac93-4cd3-be2d-7ac05c5f3543.pdf

Proxy Solicitation & Information Statement

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16[th] February 2026

To, BSE Limited Department of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip Code: 544607 Scrip Symbol: SHTL

Sub.: Submission of Notice of 3[rd] / 2025-26 Extra Ordinary General Meeting pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir,

We hereby submit the Notice of 3[rd] / 2025-26 Extra Ordinary General Meeting of the Company to be held pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for your perusal. Kindly consider the same and take the compliance on record.

Thanking you.

Yours faithfully

For Shining Tools Limited

Digitally signed by GHONIA GHONIA VIPULBHAI L VIPULBHAI L Date: 2026.02.16 20:13:18 +05'30' ________ VIPULBHAI LALJIBHAI GHONIA Managing Director DIN: 6511100

Encl.: As above

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given to the Shareholders (the “Shareholders” or the “Members” ) of SHINING TOOLS LIMITED ( “Company” ) that an Extra-Ordinary General Mee�ng of the Company will be held on Tuesday, 10[th] March, 2026 at 11.30 a.m. through Video Conferencing / Other Audio Visual Means (“OAVM”) to transact the following special businesses:

Special Business(es):

1. To Regularize appointment of Mr. Shaileshbhai Durlabhjibhai Sagpariya (DIN:10068422) as a Non– Execu�ve Independent Director of the Company.

Resolu�on:

RESOLVED THAT pursuant to the provisions of Sec�on 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, (the Act) and the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force) and Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (‘Lis�ng Regula�ons’), on the recommenda�on of the Nomina�on & Remunera�on Commi�ee and approval of the Members be and is hereby accorded to appoint Mr. Shaileshbhai Durlabhjibhai Sagpariya (DIN:10068422) as Director in the capacity of an Independent Director of the Company w.e.f. 11[th] December, 2025, who has submi�ed a declara�on that he meets the criteria of independence as provided under Sec�on 149(6) of the Act and Regula�on 16(1)(b) of the Lis�ng Regula�ons and is eligible for appointment, and in respect of whom the Company has received a no�ce in wri�ng in terms of Sec�on 160(1) of the Act and to hold office for a period of five years with effect from 11.12.2025 �ll 10.12.2030 be and is hereby appointed as Non-Execu�ve Independent Director of the Company not liable to re�re by rota�on.

“RESOLVED FURTHER THAT any of the Directors of the Company for the �me being be and is hereby severally authorized to sign and execute all such documents and papers (including appointment le�er etc.) as may be required for the purpose and file necessary e-forms with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.”

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2. To Regularize appointment of Mr. Jay Bharatbhai Pansuria (DIN: 09344720) as a Non–Execu�ve Independent Director of the Company.

Resolu�on:

RESOLVED THAT pursuant to the provisions of Sec�on 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, (the Act) and the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force) and Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (‘Lis�ng Regula�ons’), on the recommenda�on of the Nomina�on & Remunera�on Commi�ee and approval of the members be and is hereby accorded to appoint Mr. Jay Bharatbhai Pansuria (DIN: 09344720) as Director in the capacity of an Independent Director of the Company w.e.f. 11[th] December, 2025, who has submi�ed a declara�on that he meets the criteria of independence as provided under Sec�on 149(6) of the Act and Regula�on 16(1)(b) of the Lis�ng Regula�ons and is eligible for appointment, and in respect of whom the Company has received a no�ce in wri�ng in terms of Sec�on 160(1) of the Act and to hold office for a period of five years with effect from 11.12.2025 �ll 10.12.2030 be and is hereby appointed as Non-Execu�ve Independent Director of the Company not liable to re�re by rota�on.

“RESOLVED FURTHER THAT any of the Directors of the Company for the �me being be and is hereby severally authorized to sign and execute all such documents and papers (including appointment le�er etc.) as may be required for the purpose and file necessary e-forms with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.”

3. To Regularize appointment of Mr. Akshar Jagdish Patel (DIN: 02908224) as a Non–Execu�ve Independent Director of the Company:

Resolu�on:

RESOLVED THAT pursuant to the provisions of Sec�on 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, (the Act) and the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, (including any statutory modifica�on(s) or re-enactment(s) thereof

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for the �me being in force) and Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (‘Lis�ng Regula�ons’), on the recommenda�on of the Nomina�on & Remunera�on Commi�ee and approval of the Members be and is hereby accorded to appoint Mr. Akshar Jagdish Patel (DIN: 02908224) as Director in the capacity of an Independent Director of the Company w.e.f. 12[th] February, 2026, who has submi�ed a declara�on that he meets the criteria of independence as provided under Sec�on 149(6) of the Act and Regula�on 16(1)(b) of the Lis�ng Regula�ons and is eligible for appointment, and in respect of whom the Company has received a no�ce in wri�ng in terms of Sec�on 160(1) of the Act and to hold office for a period of five years with effect from 12.02.2026 �ll 11.02.2031 be and is hereby appointed as Non-Execu�ve Independent Director of the Company not liable to re�re by rota�on.

“RESOLVED FURTHER THAT any of the Directors of the Company for the �me being be and is hereby severally authorized to sign and execute all such documents and papers (including appointment le�er etc.) as may be required for the purpose and file necessary e-forms with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.”

NOTE(S):

  1. together with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and September 25,2023 (collec�vely referred to as “MCA Circulars”), permi�ed convening the Extra-Ordinary General Mee�ng (“EGM” / “Mee�ng”) through Video Conferencing (“VC”) or Other Audio Visual Means(“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder and the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”), the EGM of the Company is being held through VC / OAVM. The deemed venue of the EGM shall be the corporate office of the Company.

  2. EGM along with the Explanatory Statement is being sent only through electronic mode to those shareholders whose email addresses are registered with the Company/ Depositories/ Registrar and Share Transfer Agent of the Company. Shareholders may note that this No�ce will also be available on the website of the Company at h�ps://www.�xnatools.com/, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com/

  3. Explanatory Statement pursuant to Sec�on 102(1) of the Companies Act, 2013 (“Act”), in respect of the Special Business(es) to be transacted at the EGM is annexed hereto.

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  1. Since, this EGM is being held through VC/OAVM pursuant to the MCA Circulars and SEBI Circulars, physical a�endance of shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the shareholders will not be available for this EGM and hence, the Proxy Form and A�endance Slip are not annexed to this No�ce. The Route Map for the EGM is also not annexed with this EGM No�ce.

  2. The Company has appointed Na�onal Securi�es Depository Limited (NSDL) to provide VC/OAVM facility and e-vo�ng facility for the Extra-Ordinary General Mee�ng.

  3. As per the provisions of Sec�on 103 of the Act, shareholders a�ending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum.

  4. Pursuant to Sec�on 113 of the Act, Corporate Shareholders are required to send the scanned copy (in PDF or JPG format) of the cer�fied Board Resolu�on/Authority Le�er from its governing body, as the case may be, authorizing their representa�ve(s) to a�end this EGM through VC/ OAVM and vote on their behalf through remote e – vo�ng or at the EGM, by email from their registered email addresses to the Scru�nizer through e-mail at cs@�xnatools.com.

  5. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, March 05, 2026 to Tuesday, March 10, 2026 (both days inclusive).

  6. Members who are holding shares in physical forms are requested to no�fy changes in their respec�ve address or Bank details to the Company or to the Registrar and Share Transfer Agent of the Company. In respect of holding in electronic form, members are requested to no�fy any change in address or Bank detail to their respec�ve depository par�cipant.

  7. The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant in the securi�es market. Members holding securi�es in the electronic form are, therefore, requested to submit the PAN to their Depository Par�cipants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to or to the Company.

  8. Relevant documents referred to in the accompanying No�ce and explanatory statement shall be available for inspec�on by the Members on the website of the Company, www.jmg-corp.in up to the date of EGM.

  9. Procedure for obtaining the EGM No�ce, Explanatory Statement and e-vo�ng instruc�ons by the shareholders whose email addresses are not registered with the depositories or with RTA on physical folios:

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Members who have not registered their email addresses and in consequence the No�ce of EGM including the Explanatory Statement and e-vo�ng instruc�ons could not be served, may get their email address and mobile number registered with the Company’s Registrar and Share Transfer Agent namely, Accurate Securi�es and Registry Private Limited , K P Epitome Nr, B1105 -1108, Lake, Nr. Siddhi Vinayak Tower, Makarba, Ahmedabad, Gujarat 380051 (“RTA‟) by sending their request le�ers, signed by the shareholders along with self- a�ested copies of PAN card and address proof to register their email ids. Shareholders are requested to follow the process as guided to capture the email address and mobile number for sending the so� copy of the no�ce and e-vo�ng instruc�ons along with the User ID and Password. In case of any queries, shareholder may write to cs@�xnatools.com.

  1. In order to communicate the important and relevant informa�on and event to the members, including quarterly results in cost efficient manner, the members are requested to register their email addresses with the Registrar & Share Transfer Agents (RTA) in case of shares held in physical form and with their respec�ve Depository Par�cipants (DP) in case of demat holdings.

  2. Member may also note that the No�ce of the EGM will be available on the Company’s website h�ps://www.�xnatools.com/

  3. The Register of Director, Key Managerial Personnel and their shareholding maintained under Sec�on 170 of the Companies Act, 2013 will be made available electronically for inspec�on by members of the Company.

  4. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Sec�on 189 of the Companies Act, 2013 will be available electronically for inspec�on by the members at the EGM.

Vo�ng through electronic means:

  1. Pursuant to Regula�on 44 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements)Regula�ons, 2015 (“Lis�ng Regula�ons”) and Sec�on 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administra�on) Rules, 2014 as amended by the Companies (Management and Administra�on) Amendment Rules, 2015, the Company has provided a facility to its members to cast their votes on resolu�ons as set forth in the No�ce convening the Extra-Ordinary General Mee�ng to be held on Tuesday, 10th March, 2026 at 11.30 a.m., electronically through the e-vo�ng service provided by NSDL. Resolu�on(s) passed by the Members through e-vo�ng is/ are deemed to have been passed as if they have been passed at the Extra-Ordinary General Mee�ng. The e-vo�ng facility will commence from 09:00 A.M. (IST) on Saturday, 7[th] Day of March, 2026 and end at 05:00 P.M. (IST) on Monday, 9[th] Day of March, 2026. The e- vo�ng module shall be disabled by NSDL for vo�ng therea�er. During this period, the members holding

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  • 4[th] Day of March, 2026 may cast their votes electronically.

  • Those Members, who will be present in the EGM through VC/ OAVM facility and have not cast their vote on the Resolu�ons through remote e-vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-vo�ng system during the EGM.

  • Mr. Sachin Thakkar, Prac�cing Company Secretary (Membership No. FCS-11396) of M/s Sachin Thakkar & Associates, Prac�cing Company Secretaries has been appointed as the Scru�nizer to scru�nize the vo�ng and remote e- vo�ng process in a fair and transparent manner.

  • The Members who have cast their vote by remote e-vo�ng prior to the EGM may also a�end/ par�cipate in the EGM through VC/OAVM but shall not be en�tled to cast their vote again.

  • The vo�ng rights of Members shall be in propor�on to their shares in the paid-up equity share capital of the Company as on the cut-off date.

  • Any person, who acquires shares of the Company and becomes a Member of the Company a�er sending of the No�ce and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evo�[email protected]. However, if he/she is already registered with NSDL for remote e-vo�ng then he/she can use his/her exis�ng User ID and password for cas�ng the vote.

  • The Scru�nizer shall, immediately a�er the votes cast during the EGM, unblock the votes cast through remote e-vo�ng and make, not later than 48 hours of conclusion of the EGM, a consolidated Scru�nizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in wri�ng, who shall countersign the same.

  • The result declared along with the Scru�nizer’s Report shall be placed on the Company’s website www.�xnatools.com and on the website of NSDL h�ps://www.evo�ng.nsdl.com. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company are listed.

25. Vo�ng through electronic means:

  1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and no�fica�ons issued (including any statutory modifica�ons or re- enactment thereof for the �me being in force and as amended from �me to �me, companies are allowed to hold EGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM shall be conducted through VC / OAVM.

  2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to a�end and cast vote for the members is not available for this EGM. However, the Body Corporates are en�tled to appoint authorized representa�ves to a�end the EGM through VC/OAVM and par�cipate there at and cast their votes through e-vo�ng.

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  1. The Members can join the EGM in the VC/OAVM mode 15 minutes before and a�er the scheduled �me of the commencement of the Mee�ng by following the procedure men�oned in the No�ce. The facility of par�cipa�on at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Ins�tu�onal Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Commi�ee, Nomina�on and Remunera�on Commi�ee and Stakeholders Rela�onship Commi�ee, Auditors

  2. The a�endance of the Members a�ending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Sec�on 103 of the Companies Act, 2013.

  3. Pursuant to the provisions of Sec�on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 (as amended) the Secretarial Standard on General Mee�ngs (SS2) issued by the ICSI and Regula�on 44 of SEBI (Lis�ng Obliga�ons & Disclosure Requirements) Regula�ons 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from �me to �me the Company is providing facility of remote e-Vo�ng to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Na�onal Securi�es Depository Limited (NSDL) for facilita�ng vo�ng through electronic means, as the authorized agency. The facility of cas�ng votes by a member using remote e-Vo�ng system as well as e-vo�ng on the date of the EGM will be provided by NSDL.

  4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the No�ce calling the EGM has been uploaded on the website of the Company at h�ps://www.�xnatools.com/ . The No�ce can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the EGM No�ce is also available on the website of NSDL (agency for providing the Remote e-Vo�ng facility) i.e. www.evo�ng.nsdl.com.

  5. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from �me to �me.

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The instruc�ons for members for remote E-Vo�ng and Joining General Mee�ng are as under:

The remote e-vo�ng period begins on 7[th] March, 2026 at 9:00 A.M. and ends on 9[th] March, 2026 at 5:00 P.M. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 4[th] March, 2026, may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being 4[th] March, 2026.

  1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and no�fica�ons issued (including any statutory modifica�ons or re-enactment thereof for the �me being in force and as amended from �me to �me, companies are allowed to hold EGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM shall be conducted through VC / OAVM.

  2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to a�end and cast vote for the members is not available for this EGM. However, the Body Corporates are en�tled to appoint authorised representa�ves to a�end the EGM through VC/OAVM and par�cipate there at and cast their votes through e-vo�ng.

  3. The Members can join the EGM in the VC/OAVM mode 15 minutes before and a�er the scheduled �me of the commencement of the Mee�ng by following the procedure men�oned in the No�ce. The facility of par�cipa�on at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Ins�tu�onal Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Commi�ee, Nomina�on and Remunera�on Commi�ee and Stakeholders Rela�onship Commi�ee, Auditors

  4. The a�endance of the Members a�ending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Sec�on 103 of the Companies Act, 2013.

  5. Pursuant to the provisions of Sec�on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 (as amended) the Secret arial Standard on General Mee�ngs (SS-2) issued by the ICSI and Regula�on 44 of SEBI (Lis�ng Obliga�ons & Disclosure Requirements) Regula�ons 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from �me to �me the Company is providing facility of remote e-Vo�ng to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Na�onal

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Securi�es Depository Limited (NSDL) for facilita�ng vo�ng through electronic means, as the authorized agency. The facility of cas�ng votes by a member using remote e-Vo�ng system as well as e-vo�ng on the date of the EGM will be provided by NSDL.

  1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the No�ce calling the EGM has been uploaded on the website of the Company at www.�xnatools.com . The No�ce can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respec�vely and the EGM

  2. No�ce is also available on the website of NSDL (agency for providing the Remote e-Vo�ng facility) i.e. www.evo�ng.nsdl.com.

  3. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from �me to �me.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-vo�ng period begins on at 7[th] March, 2026 at 9:00 A.M. and ends on 9[th] March, 2026 at 5:00 P.M. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 4[th] March 2026 may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being 4[th] March 2026.

  • How do I vote electronically using NSDL e Vo�ng system?

The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below: - Step 1: Access to NSDL e Vo�ng system - A) Login method for e Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode - In terms of SEBI circular 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. Login method for Individual shareholders holding securi�es in demat mode is given below:

Type
of
shareholders
Login Method
Individual
Shareholders
holding
1. 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.,

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securi�es in
demat mode
with NSDL.
2.
3.
4.
Verifca�on code and generate OTP. Enter the OTP received on
registered email id/mobile number and click on login. A�er 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 i.e. NSDL and you will be redirected to e-
Vo�ng website of NSDL for cas�ng your vote during the remote e-
Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.
Exis�ng IDeAS user can visit the e-Services website of NSDL Viz.
h�ps://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’ sec�on , this will
prompt you to enter your exis�ng User ID and Password. A�er
successful authen�ca�on, you will be able to see e-Vo�ng services
under Value added 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 i.e. NSDL and you will be
re-directed to e-Vo�ng website of NSDL for cas�ng your vote during
the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during
the mee�ng.
If you are not registered for IDeAS e-Services, op�on to register is
available ath�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. A�er 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 i.e. NSDL and you will be
redirected to e-Vo�ng website of NSDL for cas�ng your vote during
the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during
the mee�ng.

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5. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code men�oned below for
seamless vo�ng experience.
Individual
Shareholders
holding
securi�es in
demat mode
with CDSL
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 Easi /Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab
and then user your exis�ng my easi username & password.
2. A�er 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 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.
3. If the user is not registered for Easi/Easiest, op�on to register is
available at CDSL websitewww.cdslindia.com and click on login &
New System Myeasi Tab and then click on registra�on op�on.
4. 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.com home page. The system will authen�cate the
user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. A�er successful authen�ca�on, user will be able to

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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) login
through
their
depository
par�cipants
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. upon logging in, you will be able to see e-Vo�ng op�on.
Click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL
Depository site a�er successful authen�ca�on, wherein you can see
e-Vo�ng feature. Click on company name or e-Vo�ng service provider
i.e. NSDL and you will be redirected to e-Vo�ng website of NSDL for
cas�ng your vote during the remote e-Vo�ng period or joining virtual
mee�ng & vo�ng during the mee�ng.

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. NSDL and CDSL.

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

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B) Login Method for e-Vo�ng and joining virtual mee�ng for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

  1. 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.

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

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a

  4. Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e-Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below :

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Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12
then your
user ID is IN300
12**.
b) For Members who hold shares 16 Digit Beneficiary ID
in demat account with CDSL. For example if your Beneficiary ID is
12
** then your user
ID is 12
**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
----- End of picture text -----**

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

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-Vo�ng, then you can user your exis�ng password to login
and cast your vote.
b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the ‘ini�al
password’ which was communicated to you. Once you retrieve your ‘ini�al password’,
you need to enter the ‘ini�al password’ and the system will force you to change your
password.
c) How to retrieve your ‘ini�al password’?
(i) If your email ID is registered in your demat account or with the company, your
‘ini�al 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 a�achment
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 ‘ini�al password’.
(ii) If your email ID is not registered, please follow steps men�oned below in
process for those shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “Ini�al password” or have forgo�en your
password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account
with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) op�on
available on www.evo�ng.nsdl.com.
c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request
at evo�[email protected] men�oning your demat account number/folio number, your PAN,
your name and your registered address etc.
----- End of picture text -----

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  • d) Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e-Vo�ng system of NSDL.

  • A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

  • Now, you will have to click on “Login” bu�on.

  • A�er you click on the “Login” bu�on, Home page of e-Vo�ng will open.

  • Step 2: Cast your vote electronically and join General Mee�ng on NSDL e Vo�ng system. - How to cast your vote electronically and join General Mee�ng on NSDL e Vo�ng system?

  • A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle and General Mee�ng is in ac�ve status.

  • Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period and cas�ng your vote during the General Mee�ng. For joining virtual mee�ng, you need to click on “VC/OAVM” link placed under “Join Mee�ng”.

  • Now you are ready for e-Vo�ng as the Vo�ng page opens.

  • Cast your vote by selec�ng appropriate op�ons 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.

  • You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.

General Guidelines for shareholders

  1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e-mail to [email protected] with a copy marked to evo�[email protected]. Ins�tu�onal shareholders (i.e. other

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than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of A�orney / Authority Le�er etc. by clicking on "Upload Board Resolu�on / Authority Le�er" displayed under "e-Vo�ng" tab in their login.

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts 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?” op�on available on www.evo�ng.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on.: 022 - 4886 7000 or send a request to (Name of NSDL Official) at evo�[email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce:

  1. In case shares are held in physical mode please provide 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 email id).

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer -

to the login method explained at step 1 (A) i.e. Login method for e Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode.

  1. Alterna�vely shareholder/members may send a request to evo�[email protected] for procuring user id and password for e-vo�ng by providing above men�oned documents.

  2. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.

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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

  1. The procedure for e-Vo�ng on the day of the EGM is same as the instruc�ons men�oned above for remote e-vo�ng.

  2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolu�ons through remote e-Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system in the EGM.

  3. Members who have voted through Remote e-Vo�ng will be eligible to a�end the EGM. However, they will not be eligible to vote at the EGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Vo�ng on the day of the EGM shall be the same person men�oned for Remote e-vo�ng.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to a�end the EGM through VC/OAVM through the NSDL e-Vo�ng system. Members may access by following the steps men�oned above for Access to NSDL e-Vo�ng system. A�er successful login, you can see link of “VC/OAVM” placed under “Join mee�ng” menu against company name. You are requested to click on VC/OAVM link placed under Join Mee�ng menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Vo�ng or have forgo�en the User ID and Password may retrieve the same by following the remote e-Vo�ng instruc�ons men�oned in the no�ce to avoid last minute rush.

  2. Members are encouraged to join the Mee�ng through Laptops for be�er experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee�ng.

  4. Please note that Par�cipants Connec�ng from Mobile Devices or Tablets or through Laptop connec�ng via Mobile Hotspot may experience Audio/Video loss due to Fluctua�on in their respec�ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec�on to mi�gate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/have ques�ons may send their ques�ons in advance men�oning their name demat account number/folio number, email id, mobile number at cs@�xnatools.com . The same will be replied by the company suitably.

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  1. The Speaker of the Extra Ordinary General Mee�ng to be held shall be Mr. Vipulbhai Laljibhai Ghonia, (DIN: 06511100) Managing Director of the Company,

By order of the Board For Shining Tools Limited

GHONIA Digitally signed by GHONIA VIPULBHAI L VIPULBHAI L Date: 2026.02.16 20:13:39 +05'30'

_______ VIPULBHAI LALJIBHAI GHONIA Managing Director DIN: 6511100

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 1 Regulariza�on of Appointment of Mr. Shaileshbhai Durlabhjibhai Sagpariya (DIN:10068422)

Based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee, the Board of Directors of the Company have appointed Mr. Shaileshbhai Durlabhjibhai Sagpariya (DIN:10068422) as an Independent Director of the Company to hold office for a period of five consecu�ve years up to 10[th] December 2030 not liable to re�re by rota�on, subject to the consent by the Members of the Company at the ensuing Extra-Ordinary General Mee�ng, As an Independent Director, Mr. Shaileshbhai Durlabhjibhai Sagpariya holds office �ll 10.12.2030 and is not liable to re�re by rota�on.

The Company has received a no�ce pursuant to Sec�on 160 of the Companies Act, 2013 (the “Act”) from a Director signifying his inten�on to propose the appointment of Mr. Shaileshbhai Durlabhjibhai Sagpariya as Non – Execu�ve Independent Director of the Company. The Company has also received a declara�on from Mr. Shaileshbhai Durlabhjibhai Sagpariya confirming that he meets the criteria of independence as prescribed under the Act and Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”). Mr. Shaileshbhai Durlabhjibhai Sagpariya is also not disqualified from being appointed as a Director in terms of Sec�on 164 of the Act and has given his consent to act as Director of the Company. In the opinion of the Board, Mr. Shaileshbhai Durlabhjibhai Sagpariya fulfils the condi�ons for his appointment as an Independent Director as specified in the Act and the Lis�ng Regula�ons and he is independent of the management.

Copy of le�er of appointment of Mr. Shaileshbhai Durlabhjibhai Sagpariya se�ng out the terms and condi�ons of appointment is being made available for inspec�on by the members through electronic mode. Addi�onal informa�on in respect of Mr. Shaileshbhai Durlabhjibhai Sagpariya, pursuant to Regula�on 36 of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and the Secretarial Standards on General Mee�ngs (SS-2) is given are Annexure A to this No�ce.

Mr. Shaileshbhai Durlabhjibhai Sagpariya is not related to any other Director and Key Managerial Personnel and their rela�ves.

The Board recommends passing of the Special Resolu�ons as set out in Item no. 1 of this No�ce, for approval by the Members of the Company, as the rich experience and the vast knowledge of Mr. Shaileshbhai Durlabhjibhai Sagpariya would benefit the Company.

Item No. 2 Regulariza�on of Appointment of Mr. Jay Bharatbhai Pansuria (DIN: 09344720)

Based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee, the Board of Directors of the Company have appointed Mr. Jay Bharatbhai Pansuria (DIN: 09344720) as an Independent Director of the Company to hold office for a period of five consecu�ve years up to 10[th] December 2030 not liable to re�re by rota�on, subject to the consent by the Members of the Company at the ensuing Extra-Ordinary General Mee�ng, As an Independent Director, Mr. Jay Bharatbhai Pansuria (DIN: 09344720) holds office �ll 10.12.2030 and is not liable to re�re by rota�on.

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The Company has received a no�ce pursuant to Sec�on 160 of the Companies Act, 2013 (the “Act”) from a Director signifying his inten�on to propose the appointment of Mr. Jay Bharatbhai Pansuria (DIN: 09344720) as Non – Execu�ve Independent Director of the Company. The Company has also received a declara�on from Mr. Jay Bharatbhai Pansuria (DIN: 09344720) confirming that he meets the criteria of independence as prescribed under the Act and Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”). Mr. Jay Bharatbhai Pansuria (DIN: 09344720) is also not disqualified from being appointed as a Director in terms of Sec�on 164 of the Act and has given his consent to act as Director of the Company. In the opinion of the Board, Mr. Jay Bharatbhai Pansuria (DIN: 09344720) fulfils the condi�ons for his appointment as an Independent Director as specified in the Act and the Lis�ng Regula�ons and he is independent of the management.

Copy of le�er of appointment of Mr. Jay Bharatbhai Pansuria se�ng out the terms and condi�ons of appointment is being made available for inspec�on by the members through electronic mode. Addi�onal informa�on in respect of Mr. Jay Bharatbhai Pansuria, pursuant to Regula�on 36 of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and the Secretarial Standards on General Mee�ngs (SS-2) is given are Annexure A to this No�ce.

Mr. Jay Bharatbhai Pansuria (DIN: 09344720) is not related to any other Director and Key Managerial Personnel and their rela�ves.

The Board recommends passing of the Special Resolu�ons as set out in Item no. 2 of this No�ce, for approval by the Members of the Company, as the rich experience and the vast knowledge of Mr. Jay Bharatbhai Pansuria (DIN: 09344720) would benefit the Company.

Item No. 3 Regulariza�on of Appointment of Mr. Akshar Jagdish Patel (DIN: 02908224)

Based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee, the Board of Directors of the Company have appointed Mr. Akshar Jagdish Patel (DIN: 02908224) as an Independent Director of the Company to hold office for a period of five consecu�ve years up to 11[th] February 2031 not liable to re�re by rota�on, subject to the consent by the Members of the Company at the ensuing Extra-Ordinary General Mee�ng, As an Independent Director, Mr. Akshar Jagdish Patel (DIN: 02908224) holds office �ll 11.02.2031 and is not liable to re�re by rota�on.

The Company has received a no�ce pursuant to Sec�on 160 of the Companies Act, 2013 (the “Act”) from a Director signifying his inten�on to propose the appointment of Mr. Akshar Jagdish Patel (DIN: 02908224) as Non – Execu�ve Independent Director of the Company. The Company has also received a declara�on from Mr. Akshar Jagdish Patel (DIN: 02908224) confirming that he meets the criteria of independence as prescribed under the Act and Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”). Mr. Akshar Jagdish Patel (DIN: 02908224) is also not disqualified from being appointed as a Director in terms of Sec�on 164 of the Act and has given his consent to act as Director of the Company. In the opinion of the Board, Mr. Akshar Jagdish Patel (DIN: 02908224) fulfils the condi�ons for his appointment as an Independent Director as specified in the Act and the Lis�ng Regula�ons and he is independent of the management.

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Copy of le�er of appointment of Mr. Akshar Jagdish Patel se�ng out the terms and condi�ons of appointment is being made available for inspec�on by the members through electronic mode. Addi�onal informa�on in respect of Mr. Akshar Jagdish Patel, pursuant to Regula�on 36 of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and the Secretarial Standards on General Mee�ngs (SS-2) is given are Annexure A to this No�ce.

Mr. Akshar Jagdish Patel (DIN: 02908224) is not related to any other Director and Key Managerial Personnel and their rela�ves.

The Board recommends passing of the Special Resolu�ons as set out in Item no. 3 of this No�ce, for approval by the Members of the Company, as the rich experience and the vast knowledge of Mr. Akshar Jagdish Patel (DIN: 02908224) would benefit the Company.

Annexure A

DETAILS OF DIRECTORS SEEKING REGULARISATION AT THE EXTRA-ORDINARY GENERAL MEETING

(Pursuant to Regula�on 36 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and SS-2 on General Mee�ng)

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

Sr. No. Par�culars Mr. Jay Mr. Shaileshbhai Mr. Akshar Jagdish Patel
Bharatbhai Durlabhjibhai Sagpariya
Pansuria
1. Director Iden�fica�on 09344720 10068422 02908224
Number (DIN)
2. Date of Birth 22/01/1993 19/07/1973 21/07/1988
2. Age 33 years 53 years 38 years
3 Qualifica�on Company B. Com (Gold Medallist), Company Secretary,
Secretary M. Com Chartered Accountant and
Bachelor of Law
Secured 3 [rd] Rank in
Gujarat in GPSC direct
class 1 Examina�on
4. Na�onality Indian Indian Indian
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5. Experience (including
exper�se in specifc
func�onal
area)
/
Brief Profle
Mr.
Jay
Bharathbhai
Pansuria,
is
an
expert
in
corporate
governance,
company
laws,
and
legal
compliance. He is
a Fellow Member
of the Ins�tute of
Company
Secretaries
of
India (ICSI), and
holding degrees in
Law (L.L.B) and
Business
Administra�on
(B.B.A).
He has worked for
over eight years
across
various
diferent
industries,
including
FMCG
(consumer goods),
Chemicals,
Manufacturing,
and Government
companies.
His
main
involves
ensuring
that
companies adhere
to all the rules and
laws
(legal
compliance),
Mr.
Shaileshbhai
Durlabhjibhai Sagpariya,
is a highly accomplished
individual known for his
extensive experience in
government service and
his current role as a
dis�nguished
mo�va�onal
speaker,
author, and educator.
He is highly educated,
holding
a
Master
of
Commerce degree (M.
Com) and earning a Gold
Medal for his Bachelor's
degree (B. Com). He even
achieved the 3rd rank in a
top government exam
(GPSC Class 1) in Gujarat.
He
spent
20
years
working
for
the
government,
holding
senior jobs like Joint
Director at SPIPA (Sardar
Patel Ins�tute of Public
Administra�on) for 10
years and Deputy General
Manager, Sardar Sarovar
Narmada Nigam.
Since
2010,
he
has
become a dis�nguished
mo�va�onal speaker. He
Mr. Akshar Patel is a
Chartered
Accountant,
Company Secretary, and
Law Graduate with over 15
years of rich professional
experience
in
statutory
audit,
internal
audit,
corporate
governance,
compliance,
risk
management, and fnancial
advisory.
He
has
been
ac�vely involved in advising
companies
on
strengthening
internal
controls,
compliance
management
systems,
governance
frameworks,
and board efec�veness.
He
possesses
strong
domain knowledge of the
Companies Act, 2013, SEBI
regula�ons,
FEMA,
RBI
guidelines, taxa�on laws,
and allied corporate and
commercial
laws.
His
experience spans listed and
unlisted companies, SMEs,
NBFCs, trusts, and group
en��es, where he has
supported
management
and boards on regulatory
compliance,
audit
oversight, IPO readiness,
due diligence, and strategic
transac�ons.
Mr. Patel is known for his
independent
judgment,

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managing
the
board of directors
(corporate
governance), and
handling complex
tasks like dealing
with Statutory and
Regulatory
Authori�es,
Fundraising
through
IPO,
capital
Market
Compliances
Currently,
he
works
as
a
Professional
Consultant
advising
companies
on
important
secretarial tasks,
compliance,
and
lis�ng procedures.
He has also served
as an Independent
Director
for
Yamuna Machine
Works
Limited,
where he focused
on
compliance
and making sound
legal decisions for
the
board.
His
background
is
perfect
for
ensuring
a
has
given
over
500
lectures and run over 500
programs
to
help
students and teachers. He
has wri�en 34 bestselling
books
and
won
the
pres�gious
Gujara�
Sahitya Academy Award.
Shailesh
Sagpariya’s
profle ofers a unique
blend of exper�se that
allows him to provide
objec�ve,
strategic
guidance and uphold the
highest
standards
of
corporate governance as
an Independent Director.
ethical
approach,
and
prac�cal understanding of
business risks, enabling him
to contribute efec�vely to
board delibera�ons, audit
commi�ees,
and
governance-related
ma�ers.
His
mul�disciplinary
qualifca�on and hands-on
experience allow him to
add value through robust
governance, risk mi�ga�on,
and sustainable business
prac�ces.

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company
runs
smoothly, legally,
and ethically.
5. Terms and Condi�ons
of
Appointment/
Reappointment along
with the details of
remunera�on
The appointment
is for a terms of 5
years
Efec�ve
from 11.12.2025
to 10.12.2030. As
an
Independent
Director,
not
eligible for any
remunera�on
other than si�ng
fees.
The appointment is for a
terms of 5 years Efec�ve
from
11.12.2025
to
10.12.2030.
As
an
Independent Director, not
eligible
for
any
remunera�on other than
si�ng fees.
The appointment is for a
terms of 5 years Efec�ve
from
12.02.2026
to
11.02.2031.
As
an
Independent Director, not
eligible
for
any
remunera�on other than
si�ng fees.
6. Remunera�on
last
drawn
(including
si�ng
fees,
if
any)/proposed to be
paid
As
agreed
between
the
par�es
As agreed between the
par�es
As agreed between the
par�es
7. Date
of
frst
appointment on the
Board
Date
of
Appointment - 11-
12-2025
Date of Appointment - 11-
12-2025
Date of Appointment -
12.02.2026
8. Shareholding in the
company
NIL NIL NIL
9. Disclosures
of
Rela�onship between
Directors,
Key
Managerial Personnel
and
other
Key
Managerial Personnel
of the company
Mr.
Jay
Bharathbhai
Pansuria is not
related to any of
the Directors of
the Company.
Mr.
Shaileshbhai
Durlabhjibhai Sagpariya is
not related to any of the
Directors of the Company.
Mr. Akshar Jagdish Patel is
not related to any of the
Directors of the Company

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10. Number of mee�ngs
of the Board a�ended
during the year
2 1 0
11. Directorship held in
other Companies as
on 31stMarch, 2025
Nil Acts
as
Independent
Director
in
HI-GREEN
CARBON LIMITED
CIN:
L45100GJ2011PLC066917
Acts
as
Independent
Director in SK Interna�onal
Export Limited
CIN:
L18109MH2018PLC314141
Acts as a Director in AMICS
Games Private Limited
CIN:
U72900MH2019PTC325225
12. Chairman/ Members
of the Commi�ee of
the board of Directors
in other Companies as
on 31stMarch, 2025
HI-GREEN
CARBON
LIMITED
Chairman
of
Audit
Commi�ee
Member in Nomina�on
and
Remunera�on
Commi�ee
and
Stakeholder Rela�onship
Commi�ee
SK
Interna�onal
Export
Limited
Chairman
of
Audit
Commi�ee
Member in Nomina�on and
Remunera�on Commi�ee

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