SK Minerals & Additives Limited — Proxy Solicitation & Information Statement 2026

May 27, 2026

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Execution is our Passion

SK MINERALS & ADDITIVES LIMITED

(Formerly known as SK Minerals & Additives Private Limited)

Manufacturer & Suppliers of Advance Additives, Nutrients & Chemicals

CIN: L24100PB2022PLC055213

GSTIN: 03ABHCS8509B1ZL

Ref. No. ...

Dated ...

Date: 27.05.2026

To

BSE Limited

Department of Corporate Services

25th Floor, PJ Towers, Dalal Street, Mumbai, 400001

Scrip Code: 544584

Symbol: SKM

ISIN: INE13YH01017

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of 1st Extra-Ordinary General Meeting of the Company (Financial Year 2026-27)

Dear Sir/ Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith, Notice of the 01st Extra-Ordinary General Meeting of the Company for the Financial Year 2026-27, along with Explanatory Statement and e-voting instructions ("EGM Notice"), scheduled to be held on Friday, 19th June, 2026 at 11:30 AM (IST), through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) in compliance with various Circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India.

The EGM Notice is being sent only by email to all the shareholders of the Company whose names are registered with the Company or Depository Participants and whose names appears in the register of members as on the close of the business hours of Tuesday, 26th May, 2026.

Further, we wish to inform that pursuant to the provisions of Section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, the Company is pleased to provide to its members, the facility to vote on resolutions proposed to be passed at the EGM by electronic means through remote e-voting or through voting at the EGM (Instapoll).

+91 82646-10101

customerscare@skminerals.net

www.skminerals.net

SK Minerals & Additives Limited, Satkartar Building, G.T. Road, Khanna, Distt. Ludhiana, Punjab, India-141401

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X

Execution is our Passion

SK MINERALS & ADDITIVES LIMITED

(Formerly known as SK Minerals & Additives Private Limited)

Manufacturer & Suppliers of Advance Additives, Nutrients & Chemicals

CIN: L24100PB2022PLC055213

GSTIN: 03ABHCSB599B1ZL

Ref. No. ...
Dated ...

The members whose names are registered with the Company/ Depository Participants and whose names appear in the register of members as on the cut-off date i.e Thursday, 11th June, 2026 shall be entitled to vote on the resolutions proposed to be passed at the EGM.

The EGM Notice along with explanatory statements and e-voting instructions is available on the website of the Company i.e www.skminerals.net as well as on the website of the stock exchange i.e BSE Limited at www.bseindia.com.

You are requested to take the above on record

Thanking you,

For SK Minerals & Additives Limited

Mohit Jindal

Digitally signed by
Mohit Jindal
Date: 2026.05.27
17:44:04 +05'30'

Mohit Jindal
Chairman & Managing Director
DIN: 05351969
Encl: As above

Execution is our Passion

+91 82646-10101

customerscare@skminerals.net

www.skminerals.net

SK Minerals & Additives Limited, Satkartar Building, G.T. Road, Khanna, Distt. Ludhiana, Punjab, India-141401

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SK MINERALS & ADDITIVES LIMITED

(Formerly known as SK Minerals & Additives Private Limited)

(CIN: L24100PB2022PTC055213)

Registered Office: Satkartar Building, Near Khalsa Petrol Pump

G.T. Road Khanna, Ludhiana 141401 PB

Email: companysecretary@skminerals.net, Ph. No: +91-9041114180

NOTICE OF 1st EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the 1st Extra-Ordinary General Meeting ("EGM") of the Members of SK Minerals & Additives Limited ("the Company") will be held on Friday, 19th day of June, 2026 at 11.30 AM (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") deemed to be conducted at the Registered Office of the Company at Satkartar Building, Near Khalsa Petrol Pump, G.T. Road, Khanna, Ludhiana - 141401, Punjab India to transact the following business:

SPECIAL BUSINESS

Resolution No. 1

REGULARIZATION OF APPOINTMENT OF DR. ASHISH MATHUR (DIN: 09504105), AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provision of Sections 149, 150, 152 and 161 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV to the said Act, and pursuant to the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any modification(s) or amendment(s) thereof for the time being in force, Dr. Ashish Mathur (DIN: 09504105) who was appointed as an Additional Director (Non-Executive-Independent) of the Company by the Board of Directors with effect from March 24, 2026 and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received declaration that he meets the criteria for independence as provided under the Act and the SEBI LODR, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 1 (one) year commencing from March 24, 2026.

RESOLVED THAT any of the director for the time being be and are hereby severally authorized to sign and execute all such documents and papers 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."

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Resolution No. 2

RE-APPOINTMENT OF MS. LAKSHMI SHANKARNARAYANAN IYER (DIN: 10961641) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF 5 (FIVE) CONSECUTIVE YEARS

To Consider and if thought fit, to pass with or without modification, following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and 160 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, of the Companies Act, 2013, Regulation 16, 17, 17(1A), and 25 read with other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company. , Ms. Lakshmi Shankarnarayanan Iyer (DIN:10961641), who was re-appointed as an Independent Director (Non-Executive-Independent) by the Board of Directors on March 24, 2026 and who has submitted a declaration that she meets the criteria for independence as provided under the Act and the SEBI LODR be and is hereby reappointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of five consecutive years with effect from 25th February, 2026.

RESOLVED FURTHER THAT Directors of the Company be and are hereby authorised to file the necessary e-Forms with the Registrar of Companies and other concerned authorities and to take all such steps and to give all such directions and to do all such acts, deeds, matters and things as may be necessary and/or expedient to give effect of the above resolution."

Resolution No. 3

RE-APPOINTMENT OF MR. RAMIT SIKKA (DIN: 09253518) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF 5 (FIVE) CONSECUTIVE YEARS

To Consider and if thought fit, to pass with or without modification, following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and 160 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, of the Companies Act, 2013, Regulation 16, 17, 17(1A), and 25 read with other applicable regulations, if any, of the

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company., Mr. Ramit Sikka (DIN: 09253518), who was re-appointed as an Independent Director (Non-Executive-Independent) by the Board of Directors on March 24, 2026 and who has submitted a declaration that he meets the criteria for independence as provided under the Act and the SEBI LODR be and is hereby reappointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term up to 5 consecutive years commencing from 29th March, 2026.

RESOLVED FURTHER THAT Directors of the Company be and are hereby authorised to file the necessary e-Forms with the Registrar of Companies and other concerned authorities and to take all such steps and to give all such directions and to do all such acts, deeds, matters and things as may be necessary and/or expedient to give effect of the above resolution."

By order of the Board
For SK Minerals & Additives Limited
(CIN: L24100PB2022PLC055213)

Date: 27.05.2026
Place: Khanna

Mohit Jindal
Chairman & Managing Director
DIN: 05351969

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Notes:

1. Pursuant to the General Circulars issued by the Ministry of Corporate Affairs ("MCA") and applicable Circulars issued by the Securities and Exchange Board of India ("SEBI") from time to time, companies are permitted to hold Extraordinary General Meetings ("EGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. Accordingly, the Extraordinary General Meeting ("EGM") of SK Minerals & Additives Limited ("the Company") is being held through VC/OAVM in compliance with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Circulars issued thereunder.

2. A Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a Member of the Company. However, since the EGM is being held through VC/OAVM in accordance with the applicable MCA and SEBI Circulars, the facility for appointment of proxies by the Members will not be available for this EGM.

3. Participation of Members through VC/OAVM shall be reckoned for the purpose of quorum under Section 103 of the Companies Act, 2013.

4. Pursuant to Section 113 of the Companies Act, 2013, Institutional / Corporate Members intending to authorize their representatives to attend the EGM through VC/OAVM and vote through remote e-voting or during the EGM are requested to send a certified true copy of the Board Resolution / Authorization Letter authorizing their representative(s) to attend and vote at the meeting through their registered email address to the Company and to the Scrutinizer and e-voting agency.

5. The Members can join the EGM through VC/OAVM mode 15 minutes before the scheduled time of commencement of the Meeting and shall be allowed to join up to 15 minutes after the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM shall be made available on a first-come-first-served basis. Promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Auditors, Scrutinizer, etc. shall not be subject to the aforesaid restriction.

6. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI") read with the Clarification / Guidance on applicability of Secretarial Standards issued by ICSI, the proceedings of the EGM conducted through VC/OAVM shall be deemed to be conducted at the Registered Office of the Company, which shall be the deemed venue of the EGM.

7. In compliance with the aforesaid Circulars, the Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories / Registrar and Share Transfer Agent ("RTA") as on 26/05/2026. The Notice of EGM shall also be available on the website of the Company, the websites of the Stock Exchanges where the equity shares of the Company are listed and on the website of NSDL/CDSL, as applicable.

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1. In view of the "Green Initiatives in Corporate Governance" introduced by MCA and pursuant to the applicable provisions of the Companies Act, 2013, Members holding shares in physical mode are requested to register/update their email addresses with the Registrar and Share Transfer Agent of the Company and Members holding shares in dematerialized form are requested to register/update their email addresses with their respective Depository Participants.

2. A Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts concerning the Special Business to be transacted at the EGM is annexed to the Notice.

3. Since the EGM is being conducted through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

4. To view/download EGM Notice click here https://skminerals.net/investor-relations/general-meeting/

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THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

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

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

(i) The voting period begins on Tuesday 16th June, 2026 at 09:00 AM (IST) and ends on Thursday 18th June, 2026 at 05:00 PM (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Thursday 11th June, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

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

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

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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

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

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

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab.

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.

3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders holding securities in demat mode with NSDL Depository | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.

2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |

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| | 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
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| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. |

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

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

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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
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.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

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

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

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on "Shareholders" module.
3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

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OR Date of Birth (DOB)
• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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

(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

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

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

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

(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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

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

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

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

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

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• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cssumitghai@gmail.com and Companysecretary@skminerals.net, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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

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

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

ITEM NO. 1 OF SPECIAL BUSINESS

Pursuant to the provisions of Section 149, 150, 152 read with Schedule IV to the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the directors shall be appointed by the members in the General Meeting of the Company. In view of the same, approval of the Members is required for appointment of Dr. Ashish Mathur as an Independent Director of the Company.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee had appointed Dr. Ashish Mathur (DIN: 09504105) as an Additional Director in the category of Independent Director of the Company with effect from March 24, 2026, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company. In terms of the provisions of Section 161 of the Act, Dr. Ashish Mathur holds office up to the date of the ensuing General Meeting or the last date on which the General Meeting should have been held, whichever is earlier.

The Company has received from Dr. Ashish Mathur:

• Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014;
• Intimation in Form DIR-8 that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act; and
• Declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, Dr. Ashish Mathur fulfils the conditions specified under the Act and the Rules framed thereunder and the SEBI Listing Regulations for appointment as an Independent Director and is independent of the management of the Company.

The Board considers that the knowledge, experience and expertise of Dr. Ashish Mathur would be of immense benefit to the Company and it is desirable to appoint him as an Independent Director of the Company.

Accordingly, the approval of the Members is being sought for appointment of Dr. Ashish Mathur (DIN: 09504105) as an Independent Director of the Company, not liable to retire by rotation, for a term of 1 (one) year commencing from March 24, 2026.

Brief profile and other details of Dr. Ashish Mathur, as required under the Secretarial Standard on General Meetings (SS-2) and Regulation 36(3) of the SEBI Listing Regulations, are provided in the Annexure 1 to this Notice.

Except Dr. Ashish Mathur and his relatives, none of the Directors, Key Managerial Personnel of the Company or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution.

The Board recommends the Resolution set out in the Notice for approval of the Members.

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ITEM NO. 2 OF SPECIAL BUSINESS:

Ms. Lakshmi Shankarnarayanan Iyer (DIN:10961641), was appointed as an Independent Director of the Company for a term of one-year w.e.f. 25th February, 2025 by the members in its meeting held on 31st March, 2025.

As per Section 149(10) of the Act, Ms. Lakshmi Shankarnarayanan Iyer is eligible for re-appointment on passing a special resolution by the Company.

After considering the performance evaluation and based on the recommendation of the Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors by passing resolution by circulation on 24th March, 2026 recommended the reappointment of Ms. Lakshmi Shankarnarayanan Iyer as an Independent Director for second term of 5 (five) consecutive years commencing from 25th February, 2026 up to 24th February, 2031.

The NRC, after taking into account the performance evaluation of Ms. Lakshmi Shankarnarayanan Iyer during her first term and considering her knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board her re-appointment for a second term of 5 (five) years. The NRC has considered her diverse skills, leadership capabilities, as being key requirements for this role.

In view of the above, the NRC and the Board are of the view that she possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to re-appoint her as an independent director.

Based on the recommendation of the NRC, the Board, recommended the re-appointment of Mrs. Ms. Lakshmi Shankarnarayanan Iyer as an independent director, for a second term of 5 (five) years effective 25th February, 2026 not liable to retire by rotation.

As per Section 149 of the Act, an Independent Director may hold office for two terms of up to 5 (five) consecutive years each.

Ms. Lakshmi Shankarnarayanan Iyer fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of the LODR Regulations.

The Company has received all statutory disclosures / declarations, including

• Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules,

• Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not disqualified under Section 164 of the Act

• Declaration to the effect that she meets the criteria of independence as provided in subsection (6) of Section 149 of the Act read with Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 of the LODR Regulations, 2015 and,

• Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018, and NSE Circular No. NSE/ CML/2018/24 dated 20 June 2018 that she has not been debarred from holding office of a director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority,

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The Board considers that the continued association of Ms. Lakshmi Shankarnarayanan Iyer would be of immense benefit to the Company and is desirable to continue to avail her services as an independent director.

The resolution seeks the approval of members for the reappointment of Ms. Lakshmi Shankarnarayanan Iyer as an independent director of the Company, for a second term of 5 (five) consecutive years pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and her office shall not be liable to retire by rotation.

The copy of draft letter of appointment setting out the terms and conditions of her appointment is available electronically for inspection by the Members.

The other details of Ms. Lakshmi Shankarnarayanan Iyer in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 are given in Annexure 2 to this Notice.

Except Ms. Lakshmi Shankarnarayanan Iyer, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2.

ITEM NO. 3 OF SPECIAL BUSINESS:

Mr. Ramit Sikka (DIN: 09253518), was appointed as an Independent Director of the Company for a term of one-year w.e.f. 28th March, 2025 by the members in its meeting held on 31st March, 2025.

As per Section 149(10) of the Act, Mr. Ramit Sikka is eligible for re-appointment on passing a special resolution by the Company.

After considering the performance evaluation and based on the recommendation of the Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors by passing resolution by circulation on 24th March, 2026 recommended the reappointment of Mr. Ramit Sikka as an Independent Director for second term of 5 (five) consecutive years from 29th March, 2026.

The NRC, after taking into account the performance evaluation of Mr. Ramit Sikka during his first term and considering his knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board his re-appointment for a second term of 5 (five) years. The NRC has considered his diverse skills, leadership capabilities, as being key requirements for this role.

In view of the above, the NRC and the Board are of the view that he possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to re-appoint him as an independent director.

Based on the recommendation of the NRC, the Board, recommended the re-appointment of Mr. Ramit Sikka as an independent director, for a second term of 5 (five) years 29th March, 2026 upto 28th March, 2031 not liable to retire by rotation.

As per Section 149 of the Act, an Independent Director may hold office for two terms of up to 5 (five) consecutive years each.

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Mr. Ramit Sikka fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of the LODR Regulations.

The Company has received all statutory disclosures / declarations, including

• Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules,

• Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under Section 164 of the Act

• Declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act read with Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 of the LODR Regulations, 2015 and,

• Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018, and NSE Circular No. NSE/ CML/2018/24 dated 20 June 2018 that he has not been debarred from holding office of a director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority,

The Board considers that the continued association of Mr. Ramit Sikka would be of immense benefit to the Company and is desirable to continue to avail his services as an independent director.

The resolution seeks the approval of members for the reappointment of Mr. Ramit Sikka an independent director of the Company, for a second term of 5 (five) consecutive years pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and his office shall not be liable to retire by rotation.

The copy of draft letter of appointment setting out the terms and conditions of his appointment is available electronically for inspection by the Members.

The other details of Mr. Ramit Sikka in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 are given in Annexure 2 to this Notice.

Except Mr. Ramit Sikka, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 3.

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Annexure 1: Details of the Director seeking appointment (In pursuance of Regulations 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings)

Name of the Director	Mr. Ashish Mathur
Director Identification Number (DIN)	09504105
Designation / Category of Directorship	Non-Executive, Independent Director
Date of Birth (Age)	13/04/1982, 44 years
Qualification	Ph.D. in Nanotechnology, University of Ulster, UK (2011)
M.Tech. in Nanotechnology, Amity University, India (2007)
M.Sc. in Electronics, CSJM University, Kanpur, India (2005)
B.Sc. in Electronics, CSJM University, Kanpur, India (2003)
Certificate in Operations Management, Wharton, University of Pennsylvania, USA (2015)
Certificate in Change Management, University of Glasgow, UK (2023)
‘O’ Level and ‘A’ Level, DOEACC (Equivalent to a Bachelor’s degree in computer applications in India)
Brief profile and expertise in specific functional areas	Dr. Ashish Mathur is a Dynamic and accomplished researcher with over 15 years of academic and industrial research experience in nanotechnology and biosensing applications. Proven track record of leading interdisciplinary research, technology transfer, and innovation in healthcare, environmental protection, and public safety. A published author of over 150 research papers with an h-index of 27 and over 2400 citations, Dr. Mathur’s expertise includes developing affordable point of-care devices, with significant contributions to women’s safety, drug abuse detection, and environmental monitoring. Driven by a passion for societal impact, Dr. Mathur has successfully secured over INR 4.5 crores in research funding and has filed 26 Indian patents. He has strong national and international collaborations with leading institutions, including IITs and UK-based universities.
Terms and Conditions of Appointment	Appointment of Dr. Ashish Mathur as an Independent Director for the first term of one year with effect from March 24, 2026

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	upto March 23, 2027, not liable to retire by rotation.
Number of Meetings of the Board attended during the year 2025-26	NA
Date of Appointment	With effect from March 24, 2026 upto March 23, 2027.
Date of First Appointment on Board	March 24, 2026
Directorship of other Listed Companies as of Date Chairman/Member of Committees (including Audit Committee and Stakeholder Relationship Committee) of other Companies	NIL
Number of shares held in the Company	NIL
Details of Remuneration sought to be paid	Sitting Fees of Rs. 30,000/ per Board Meeting and commission in accordance with the provisions of the Companies Act, 2013.
The remuneration last drawn by such person (if applicable	NA
Relationship with other Directors, Manger and other Key Managerial personnel of the Company	None

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Annexure- 2: Details of Directors Seeking Re-Appointment at the EGM [Pursuant to Regulation 36(3) Of the SEBI Listing Regulations And Secretarial Standard-2 On General Meetings]

Name of the Director	Ms. Lakshmi Shankarnarayanan Iyer	Mr. Ramit Sikka
Director Identification Number (DIN)	10961641	09253518
Designation/category of the Director	Non-Executive, Independent Director	Non-Executive, Independent Director
Date of Birth & Age	04/01/1984, 42 Years	30/06/1985, 41 Years
Date of First Appointment on Board	25/02/2025	28/03/2025
Qualification	PHD in philosophy from Indian Institute of Management Indore in the year 2020. She has completed her post Graduate Diploma in Management from Indian Institute of Management, Calcutta in the year 2009.	He is a member of Institute of Chartered Accountant of India since 2011.
Brief profile and expertise in specific functional areas	Ms. Lakshmi Shankarnarayanan Iyer is PHD in philosophy with over 20 years of experience in strategy management.	Mr. Ramit Sikka is a Chartered Accountant. In last 14 years, Mr. Ramit Sikka has provided his expert guidance to various businesses, helping them to navigate complex financial solutions and optimize their financial performance.
Terms & conditions of the Re- appointment	Re-appointment as an Independent Director for a second term of five consecutive years commencing from February 25, 2026 to February 24, 2031, not liable to retire by rotation	Re-appointment as an Independent Director for a second term of five consecutive years commencing from March 28, 2026 to March 27, 2031, not liable to retire by rotation
Number of Meetings of the Board attended during the year 2025-26	Out of 15 Board Meetings held during the period, she has attended 13 Board Meetings	Out of 15 Board Meetings held during the period, He has attended 14 Board Meetings
Date of Re-appointment	24/03/2026	24/03/2026
Date of first appointment on the Board	25/02/2025	28/03/2025
Directorship of other Listed Companies as of Date Chairman/Member of Committees (including	NIL	NIL

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Audit Committee and Stakeholder Relationship Committee) of other Companies
Number of shares held in the Company	NIL	NIL
Details of Remuneration sought to be paid	Sitting Fees of Rs. 25,000/ per Board Meeting and commission in accordance with the provisions of the Companies Act, 2013.	Sitting Fees of Rs. 20,000/ per Board Meeting and commission in accordance with the provisions of the Companies Act, 2013.
The remuneration last drawn by such person (if applicable)	Sitting Fees of Rs. 25,000/ per Board Meeting	Sitting Fees of Rs. 20,000/ per Board Meeting
Relationship with other Directors, Managers, and other Key Managerial Personnel of the Company	None	None

By order of the Board

For SK Minerals & Additives Limited

(CIN: L24100PB2022PLC055213)

Date: 27.05.2026

Place: Khanna

Mohit Jindal

Chairman & Managing Director

DIN: 05351969