Sinnar Bidi Udyog Ltd. — Proxy Solicitation & Information Statement 2025

Sep 5, 2025

Registered Office: AT, Office No 804, 8th Floor, Mahal Industrial Estate, Mahakali Caves Road, Andheri (E), Chakala MIDC, Mumbai, Maharashtra, India, 400093 Telephone: (0253) 2594231 CIN: L16002MH1974PLC017734 Email: investor@sinnarbidi.com Website: www.sinnarbidi.com

NOTICE OF THE MEETING

NOTICE is hereby given that the 51st Annual General Meeting(' AGM') of the members of Sinnar Bidi Udyog Limited will be held on Monday, 29th September 2025 at 11:30 am through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

• 1. To consider and adopt the audited financial statements of the Company (standalone and Consolidated) for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
• a) "RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."
• b) "RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."
• 2. To appoint a director in place of Ms. Bharati Sancheti (DIN: 06983828), who retires by rotation and being eligible offers herself for re-appointment. In this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Bharati Sancheti (DIN: 06983828), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

3. To appoint a director in place of Mr. Ramdas Jadhav (DIN: 09545256), who retires by rotation and being eligible offers himself for re-appointment. In this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Ramdas Jadhav (DIN: 09545256), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESS:

4. Regularization of Additional Director, Ms. Aditi Mehul Shah (DIN: 11131479), by appointing her as an Independent Director of the Company. In this regard, to consider and if thought fit to pass the following resolution, with or without modification as an ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the consent of the members be and is hereby accorded to regularise the appointment of Ms. Aditi Mehul Shah (DIN: 11131479), who was appointed as an Additional Director (Independent & Non-Executive Director) of the Company with effect from 01st June 2025, and who holds office up to the date of this Annual General Meeting pursuant to Section 161 of the Companies Act, 2013, be and is hereby appointed as an Independent Non-Executive Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years we f 01st June 2025, as per the provisions of the Companies Act, 2013.

"RESOLVED FURTHER THAT the Directors of the company be and are hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard."

5. Re - appointment of Mr. Ramdas Prabhakar Jadhav as a Whole Time Director and CFO of the Company. In this regard, to consider and if thought fit, to pass the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Sections 196, 197 and 203 read with Schedule V and Articles of Association of the Company as amended from time to time and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (Including any statutory modification or re-enactment(s) thereof for the time being in force) the approval of the members of the Company be and is hereby accorded for reappointment of and payment of remuneration to Mr. Ramdas Prabhakar Jadhav (DIN: 09545256) as a Whole Time Director and CFO of the Company, for a period of three years from April 1, 2025 to March 31, 2028, liable to retire by rotation, as recommended and approved by the Nomination & Remuneration Committee and Board of Directors of the Company and on such terms and conditions including the remuneration as detailed in the attached explanatory statement.

"RESOLVED FURTHER THAT the approval of the members be and is hereby accorded to the remuneration of the Wholetime Director for a period of three years from April 1, 2025 to March 31, 2028, as approved and recommended by the

Nomination and Remuneration Committee and Board of Directors of the Company, which is as follows:

Salary: Rs. 1,77,338/- per month

The Wholetime Director is an employee of the company and entitled to facilities as applicable to an employee of the Company and yearly increment of upto 5%.

The remuneration payable to the Wholetime Director will be revised yearly as per the policy of the Company, subject to the condition that such revised remuneration will be in compliance with Section 196, 197, 203 and other applicable provisions of Companies Act 2013 read with Schedule V of the Companies Act 2013. ¹¹

RESOLVED FURTHER THAT the Board of Directors of the Company 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 the Board of Directors For Sinnar Bidi Udyog Limited

Pratiksha Shah Company Secretary & Compliance Officer Membership No - A57487

Place: Nashik Date: 03.09.2025

Notes

• 1. An Explanatory Statement setting out all the materials facts of Special Business to be transacted in compliance with Section 102 of the Companies Act, 2013 and Rules made thereunder is annexed to and forms a part of the Notice along with relevant details, pursuant to Regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI), in respect of a Director seeking appointment at this Annual General Meeting is annexed.
• 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 notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OA VM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OA VM. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM.

51 st ANNUAL REPORT 2024-25 4

• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/ OA VM and participate there at and cast their votes through e-voting.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013
• 1. Institutional / Corporate Members (i.e. other than individuals/HUF /NRI etc.) are required to send scanned copy of Board Resolution authorizing their representative to attend the AGM through VC / OA VM on its behalf and to vote through remote E-voting to to the Scrutinizer by e-mail to cssujata.rajebahadur@gmail.com with a copy marked to evoting@nsdl.com
• 1. Company had sub divided its shares we f 31st July 2019. The company had issued share certificates having face value of Rs.5 / - each to the members whose shares were in physical form. Members whose such shares are unclaimed and returned undelivered to the Registrar & Transfer Agent, Link Intime India Private Limited are requested to immediately claim their shares.
• 1. The Register of Members and the Share Transfer Books of the Company will remain closed from 22nd September 2025 to 29th September 2025 (both days inclusive).
• 1. The information regarding the Director/s who is/are proposed to be appointed/reappointed, as required to be provided under Listing Regulations, 2015 and Secretarial Standard on General Meetings, is annexed hereto.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Listing Regulations, 2015 the Notice of the 51st AGM of the Company along with the Annual Report for the year 2025 is being sent only through electronic mode to those Members whose email addresses are registered with their respective Depository Participants ("Dps"), Company or Company's RTA. Members may note that the Notice of the AGM and the Annual Report for the year 2025 will also be available on the Company's website at www.sinnarbidi.com , and on the website of the Stock Exchanges where the shares of the Company have been listed viz., BSE Limited- www.bseindia.com.
• 1. Members having more than one folio in identical names are requested to consolidate the same.
• 1. The Company has made necessary arrangements for the members to hold their shares in dematerialised form. Members holding shares in physical form are requested to dematerialise their shares by approaching any of the Dps.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available for inspection in electronic form by the members during the AGM. All documents referred to in the notice will also be available for inspection in electronic form without any fee by the members from the date of circulation of this notice up to the date of AGM during business hours. Members seeking to inspect such documents may send a

request on the email ID investor@sinnarbidi.com at least one working day before the date on which they intend to inspect the document.

• 1. Since the ACM will be held through VC / OA VM, the Route Map is not annexed to this Notice.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secret arial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the ACM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the ACM will be provided by NSDL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17 /2020 dated April 13, 2020, the Notice calling the ACM has been uploaded on the website of the Company at www.sinnarbidi.com .The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the ACM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

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

The remote e-voting period begins on September, 26, 2025 at 09:00 A.M. and ends on September, 28, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. September 22, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September, 22, 2025.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

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

Login method for Individual shareholders holding securities m demat mode 1s given below:

Type of		Login Method
shareholders
Individual Shareholders holding securities m demat mode with NSDL.	1. 2.	For	OTP registered email successful voting during the meeting.	based 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 authentication, Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a	login id/mobile number and click on login. After you will	you be	can redirected to	click NSDL
				mobile. On the e-Services home page click on the "Beneficial
				Owner" icon under "Login" which is available under 'IDeAS'

section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed toe-Voting website ofNSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• 1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https:// eservices.nsdl.com/Secure Web/ldeasDirectReg. j sp
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
• 1. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities m demat mode withCDSL	Users who have opted for CDSL Easi / Easiest facility, can login 1. through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi usemame & password.
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
	If the user is not registered for Easi/Easiest, option to register is 3. available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded m 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-Voting Service Providers.
Individual Shareholders (holding securities m demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at hel12desk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:1/eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID 1s 12** then your user ID 1s 12**
c) For Members holding shares m Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 *** and EVEN 123456 then user ID 1s 1s 123456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(lf you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on thee-Voting system ofNSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
3. 1. Now you are ready fore-Voting as the Voting page opens.
4. 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
6. 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cssujata.rajebahadur@gmail.com with a copy marked to evoting@nsdl.com.Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney I Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" 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 confidential. Login to thee-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Apeksha Gojamgunde at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for evoting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor@sinnarbidi.com
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor@sinnarbidi.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

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

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting 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-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience AudioNideo loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investor@sinnarbidi.com. The same will be replied by the company suitably.

Instructions for Members to Speak during the AGM:

• 1. Members who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request on or before 28th September, 2025, mentioning their name, demat account number/folio number, email ID, mobile number, questions to ask, if any, at: investor@sinnarbidi.com.
• 1. Only those Members who have registered themselves as a speaker will be allowed to express their views/ ask questions during the meeting.
• 1. Members will get confirmation on first cum first basis. First 10 Speakers registered with the Company will only be allowed to speak at the AGM for a duration upto 3 minutes each.
• 1. Members will receive "speaking serial number" once they mark attendance for the meeting.
• 1. Members are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
• 1. Please remember your speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
• 1. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.
• 1. Please note that the Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.
• 1. The Members who do not wish to speak during the AGM but have queries may send their queries in advance on or before 25th September, 2025 mentioning their name, demat account number/folio number, e-mail ID, mobile number at: investor@sinnarbidi.com These queries will be replied to by the Company suitably by e-mail.
• 1. Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
• 1. Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
• 1. Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to evoting@nsdl.com or call at 022 - 4886 7000.

By order of the Board of Directors For Sinnar Bidi Udyog Limited

Pratiksha Shah Company Secretary & Compliance Officer Membership No - A57487 Place: N ashik Date: 03.09.2025

51 st ANNUAL REPORT 2024-25 15

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

In conformity with the provisions of Section 102 of the Companies Act, 2013 and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, the following Explanatory Statement and annexure thereto setting out all material facts relating to the Businesses mentioned under Item Nos. 4 & 5 in the accompanying Notice, should be taken as forming part of this Notice.

Item No.4:

Regularization of Additional Director, Ms. Aditi Mehul Shah (DIN: 11131479), by appointing her as an Independent Director of the Company:

The Board, Pursuant to the recommendation received from Nomination & Remuneration Committee and pursuant to provisions of Section 149, 150, 152 and any other applicable provisions, if any, of the Companies Act, 2013 & Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the said Act, (including any statutory modifications and re-enactment thereof, for the time being in force) in line with applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to aapprove of Members in ensuing Annual General Meeting, appointed Ms. Aditi Mehul Shah as an Additional Director (Non Executive and Independent) we f 1st June 2025 for the term of 5 years. Since the appointment is required to be approved by Members in General Meeting the resolution has been placed before the Members.

The Nomination and Remuneration Committee has recommended Appointment of Ms. Aditi Mehul Shah as an Independent Director of the company for the term of 5 consecutive years we f 01st June 2025 and not liable to retire by rotation.

Ms. Aditi Mehul Shah is concerned or interested in the resolution of the accompanying notice relating to her own appointment.

None of the other Directors, Key Managerial Personnel and relatives thereof are concerned or interested in the Resolution at item no. 4

Name of Director	Aditi Mehul Shah (DIN: 11131479)
Date of Birth	17th May 1977 (Age: 48 years)
Date of Appointment	1st June 2025
Expertise in specific functional areas	Ms. Aditi Mehul Shah is a Chartered Accountant. She is dynamic, young a professional leader looking to steer the company into new horizons in the days to come. She is having an experience of 18+ years in the field of Audit, Taxation and Corporate Law

Details of the Directors seeking Appointment at the Forthcoming Annual General Meeting (In pursuance of Secretarial Standard-2 on General Meetings)

Relationship with Other Directors/ Key	Not related with Directors or KMP
Managerial Personnel
Directorship in other companies	Nil
Committee position held in other companies	Nil
No. of meetings of the Board attended	NA
during the year
No. of shares held:	Nil
(a) Own
(b)For other persons on a beneficial basis

Item No.5:

Re - appointment of Shri Ramdas Prabhakar Jadhav as a Whole Time Director and CFO of the Company.

Mr. Ramdas Prabhakar Jadhav is B.Com. and MBA in Marketing. He is a dynamic, young professional leader looking to steer the company into new horizons in the days to come.

He started his career from grass root level and reached to top level management with his business acumen, Entrepreneurial zeal, organizational skills and managerial abilities. He is having an experience of 19+ years.

The resolution at item No. 5 seeks approval of members for the appointment and remuneration of Shri Ramdas Prabhakar Jadhav as Whole Time Director and CFO of the Company for the period of 3 years from April 1, 2025 to 31 March 2028. The Board of Directors of the Company at their meeting held on 31 March 2025, on recommendation received from the Nomination and Remuneration Committee, approved the appointment of the Whole Time Director and CFO as above, pursuant to the provisions of Section 196 and 197 read with Schedule V other applicable provision of the Companies Act, 2013 and the rules made there under subject to approvals of members of the Company.

The information in respect of terms of remuneration & perquisites is given below: Remuneration, benefits and perquisites from 1st April 2025 -

I. Salary: Rs. 1,77,338 / - per month

II. Limits on Remuneration: The remuneration as specified in clauses above shall be subject to the overall limits as specified under Sections 196, 197 and other applicable provisions read with Schedule V of the Companies Act, 2013.

III. Minimum Remuneration: In the event of the Company incurring a loss or having inadequate profits in any financial year, the remuneration, perquisites, benefits, allowances and amenities payable to Shri Ramdas Jadhav shall be in accordance with Section II of Part II of Schedule V of the Companies Act, 2013 as amended from time to time.

IV. Sitting Fees: He shall not be paid sitting fees for attending the meetings of the Board of Directors of the Company and committees thereof. Shri Ramdas Jadhav is liable to retire by rotation during his tenure as Whole Time Director.

The Wholetime Director is an employee of the company and entitled to facilities as applicable to an employee of the Company and yearly increment of upto 5%.

This Explanatory Statement may also be regarded as a disclosure under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. Shri Ramdas Jadhav holds 2,000 Equity shares consisting 0.5% of the paid up capital of the Company.

The Board recommends for your approval, the Resolutions at item no. 5 for appointment of Mr. Ramdas Jadhav as a Wholetime Director and CFO, by Special Resolution.

The Nomination and Remuneration Committee has recommended the appointment of Mr. Ramdas Jadhav as Wholetime Director and CFO of the Company as he possesses appropriate skills, experience and knowledge.

Mr. Ramdas Jadhav is concerned or interested in the resolution of the accompanying notice relating to his own appointment.

None of the other Directors, Key Managerial Personnel and relatives thereof are concerned or interested in the Resolution at item no. 5

Details of the Directors seeking Appointment at the Forthcoming Annual General Meeting (In pursuance of Secretarial Standard - 2 on General Meetings)

Name of Director	Ramdas Prabhakar Jadhav (DIN: 09545256)
Date of Birth	01.07.1980 (45 years)
Date of Appointment	I st April 2022
Expertise in specific functional areas	19+ years' experience in Bidi business 1. operations. Expertise Marketing and 2. Ill management.
Relationship with Other Directors/ Key Managerial Personnel	Not related with Directors or KMP
Directorship in other companies	Rasbihari Enterprises Private Limited
Committee position held in other companies	Nil
No. of meetings of the Board attended during the year	6
No. of shares held: (a) Own	(a) 2000 shares
(b )For other persons on a beneficial basis

Annexure to the 51 st Annual General Meeting

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by The Institute of Company Secretaries of India, the following information is furnished about the Directors proposed to be reappointed/ appointed.

Bharati Subhash Sancheti	Ramdas Prabhakar Jadhav
06983828	09545256
01.06.1983 (42 years)	01.07.1980 (45 years)
Indian	Indian
26.09.2014	01.04.2022
M.B.A. (Finance)	M.B.A. (Marketing), B.Com
Finance, HR, Management	Bidi business operations, Finance, Marketing and management
other i. Vidarbha Bidi Limited ii. Tip Top Health Zone Private Limited	Rasbihari Enterprises Private Limited
None	None
None	None
480 shares	2000 shares
between None Manager and Key	None
Director and Chairperson of the Company	Wholetime Director and CFO of the Company
Provided in Annexure I of the	Provided in Annexure I of the
	Board Report
experience of around 15 years in field of Finance, HR and	He has 20+ years' experience in Bidi business operations and finance along with expertise in Marketing and management.
	Board Report She has extensive an Management