Sobhagya Mercantile Ltd. — Proxy Solicitation & Information Statement 2025

May 20, 2025

SOBHAGYA MERCANTILE LIMITED

CIN: L45100MH1983PLC031671

Registered Office - B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Contact Details: - Phone - 022-22882125 email - sobhagyamercantile9@gmail.com Website: www.sobhagyaltd.com

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To, Date: 20[th] May, 2025 The Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Subject: Submission of Postal Ballot Notice.

Scrip Code: 512014 (SOBHAGYA MERCANTILE LTD.)

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find attached herewith a copy of the Postal Ballot Notice of Sobhagya Mercantile Limited (“the Company”) dated May 16, 2025 along with explanatory statement, for seeking approval of the Members of the Company to transact the special business as set out below and as contained in the Postal Ballot Notice (“Notice”) by passing Ordinary Resolution, through Postal Ballot only by way of remote e-Voting process.

Sr. No.	Description of Resolution	Type of Resolution
1.	Approval for Material Related Party Transaction(s) with MKS Constro-Venture Private Limited	Ordinary

The said Notice is also being made available on the website of the Company at www.sobhagyaltd.com. And on the website of NSDL at www.evoting.nsdl.com.

Following are the major timelines, as mentioned in the Postal Ballot Notice:

Following are the major timelines, as mentioned	in the Postal Ballot Notice:
Cut-off date for e-Voting	Friday, May 16, 2025
Remote e-Voting start date and time	Wednesday, May 21, 2025 at 10:00 a.m. (IST)
Remote e-Voting end date and time	Friday, June 20, 2025 at 05:00 p.m. (IST)
Submission of Scrutinizer’s Report	On or before Monday, June 23, 2025
Announcement of Postal Ballot results	On or before Monday, June 23, 2025

This is for your information and records.

Yours faithfully

For SOBHAGYA MERCANTILE LIMITED

Digitally signed by Shrikant Mitesh Bhangdiya Shrikant DN: c=IN, o=Personal, title=6917, pseudonym=80zgtcab3ki6xnf2wedvhm5l 4sr197qy, 2.5.4.20=1df5c197c66f143b5ec23b6ff6d8 Mitesh 20ee2dc9406054b3ab550ae5213d582dd06c, postalCode=440012, st=Maharashtra, serialNumber=5d9e0a7427e258d928753f 6f2dd3f35d97e8f4192305e1d4730318109 Bhangdiya 3fe472e, cn=Shrikant Mitesh Bhangdiya Date: 2025.05.20 10:31:23 +05'30'

Shrikant Bhangdiya Managing Director (DIN-02628216)

Encl.: As above

SOBHAGYA MERCANTILE LIMITED CIN: L45100MH1983PLC031671

Registered Office: B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Tel: 022-22882125

Email: sobhagyamercantile9@gmail.com Website: www.sobhagyaltd.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended] Dear Member(s),

NOTICE is hereby given pursuant to Section 110, Section 102 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and other related Rules (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, each as amended, and in accordance with the provisions of the General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”), issued by the Ministry of Corporate Affairs, Government of India, read with applicable circulars issued by the Securities and Exchange Board of India (“SEBI Circulars”), for seeking the approval of the Members of Sobhagya Mercantile Limited (“The Company”) to transact Special Business as set out below and as contained in the Postal Ballot Notice dated May 16, 2025 (“Notice”), by passing Ordinary Resolution through postal ballot, only by voting through electronic means (“remote e-Voting”). The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide remote e-Voting facility to the Members, enabling them to cast their vote electronically and in a secure manner.

In terms of the applicable provisions of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories/ (Purva Sharegistry (I) Private Limited) Company’s Registrar and Transfer Agent. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot.

The communication of the assent (FOR) or dissent (AGAINST) of the Members would take place only through the remote e-Voting system of NSDL.

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The remote e-Voting shall commence on Wednesday, May 21, 2025 at 10:00 a.m. (IST) and shall end on Friday, June 20, 2025 at 5:00 p.m. (IST). The remote e-Voting module will be disabled by NSDL soon thereafter.

The process and manner for remote e-voting are detailed in the Notes forming part of this Notice.

SPECIAL BUSINESS:

1. Approval for Material Related Party Transaction(s) with MKS Constro-Venture Private Limited

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made there under, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s)as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/arrangement(s)/transaction(s) and/or enter into/execute new contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with MKS Constro-Venture Private Limited, a ‘related party’ as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, in the course of the business on such terms and conditions as mentioned in the explanatory statement to this Resolution and as may be mutually agreed between related party and the Company, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed Rs. 250 crores during the financial year 2025-26, provided that the said contract(s)/arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.”

“RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts that may arise in this regard and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the

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Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

By order of the Board of Directors For Sobhagya Mercantile Limited

Shrikant Bhangdiya Managing Director

Place: Nagpur Date: May 16, 2025

Registered Office: B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Tel: 022-22882125 Email: sobhagyamercantile9@gmail.com Website: www.sobhagyaltd.com CIN: L45100MH1983PLC031671

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NOTES:

1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Rules, as amended, setting out the material facts relating to the aforesaid resolution and the reason thereof is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circulars and the SEBI Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose email addresses are registered either with the Company or the Registrar & Share Transfer Agent (“RTA”) of the Company (Purva Sharegistry (I) Private Limited) or their respective Depository Participants as on Friday, May 16,2025 (i.e., “Cut-off Date”). The members holding shares in dematerialized mode are requested to register / update their KYC details including email address with their respective depository through their Depository Participant(s). The members holding shares in physical form are requested to register / update their KYC details including email address by writing to the Company’s Registrar & Share Transfer Agent, M/s. Purva Sharegistry (I) Private Limited at support@purvashare.com.

3. The Company is providing the facility of remote e-voting to its members and has engaged the services of National Securities Depository Limited (“NSDL”) for this purpose. The members are requested to go through the detailed “INSTRUCTIONS FOR E-VOTING” and Notes appended to the Postal Ballot Notice.

4. Members may note that the Postal Ballot Notice will also be available on the website of the Company (www.sobhagyaltd.com) and also on the website of the Stock Exchange where the equity shares of the Company are listed i.e., BSE Limited (www.bseindia.com) and on the website of the e- voting agency, NSDL (www.evoting.nsdl.com).

5. The remote e-voting period shall commence on Wednesday, May 21, 2025 at 10:00 a.m. (IST) and shall end on Friday, June 20, 2025 at 5:00 p.m. (IST). Members are requested to record their Assent or Dissent on the resolution set out in this Postal Ballot Notice through the remote e-Voting process not later than 5.00 p.m. (IST) on Friday, June 20, 2025. Remote e-Voting shall be disabled by NSDL immediately thereafter. During this period, the members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically.

6. The voting rights of eligible members shall be in proportion to their share(s) of the paid-up equity share capital of the Company as on Friday, May 16,2025 i.e., Cut-off Date. Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-off date shall be eligible to cast their votes through postal ballot by remote e-voting process. Any person who is not a Member of the Company as on the Cut-off date should treat the Notice for information purpose only.

7. A Shareholder / Member cannot exercise his/her vote by proxy on Postal Ballot.

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1. The manner of voting, including voting remotely by (A) individual shareholders holding shares in demat mode and (B) shareholders other than individual shareholders holding shares in demat mode and shareholders holding shares in physical mode, is appearing under “INSTRUCTIONS FOR E-VOTING” in this Notice. Members are requested to read the same carefully.

2. The Board of Directors of the Company has appointed M/s PDTS and Associates, Company Secretaries, Nagpur, as a Scrutinizer (“Scrutinizer”) to scrutinize the postal ballot process through remote e-Voting in a fair and transparent manner.

3. Upon completion of the scrutiny of the votes cast through remote e-voting, the Scrutinizer will submit his report to the Chairman of the Board Meeting or to any other person/ director so authorized within two working days from the conclusion of the remote e-Voting period for the postal ballot i.e. on or before Monday, June 23, 2025 . The results of the voting conducted by Postal Ballot through remote e-Voting along with the Scrutinizer’s Report (“ Results ”) will be made available on the website of the Company at www.sobhagyaltd.com and on the website of NSDL at www.evoting.nsdl.com and intimated to BSE Limited ( “BSE” ), where the Ordinary (equity) Shares of the Company are listed, within two days from the conclusion of the remote e-voting period for the postal ballot.

4. The resolution passed by the members through postal ballot are deemed to have been passed as if they have been passed at a general meeting of the Members.

5. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Friday, June 20, 2025.

6. Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to sobhagyamercantile9@gmail.com from their registered email addresses mentioning their name, folio numbers/DP ID and Client ID, until the last date of remote e-voting of this Postal Ballot.

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14. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

- 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 for Individual shareholders holding securities in demat mode

• 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 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 in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click onhttps://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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a 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 companyname ore-Voting service provider i.e.

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NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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/SecureWeb/IdeasDirectReg.jsp

2. 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.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

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 Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see

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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. 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 websitewww.cdslindia.comand 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 onwww.cdslindia.comhome 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) 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.

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.

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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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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B) Login Method 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.

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

3. 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.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://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.

5. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
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 is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

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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.

2. 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.

3. 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

4. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

5. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

6. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

7. 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.

8. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

10. Now, you will have to click on “Login” button.

11. After you click on the “Login” button, Home page of e-Voting will open.

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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. 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 team@pdts.co.in 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 / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-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.

3. 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 NSDL at evoting@nsdl.com

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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 e-voting 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 sobhagyamercantile9@gmail.com.

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-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to sobhagyamercantile9@gmail.com. If you are an Individual shareholder 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 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.

2. 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.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

Item No. 1:

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds ` Rs. 1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, and shall require prior approval of shareholders by means of an Ordinary Resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

The Company, in order to further its business interests and to facilitate seamless contracting and rendering/availing of product/services between the Company and “related party”, the Company seeks the approval of the shareholders to approve entering into contracts/arrangements as per conditions mentioned herein below. All the contracts/arrangements and the transactions with “related party” are reviewed and approved by the Audit Committee.

The details of transactions that require approval are given below:

S.NO.	Particulars	Description
1	Name of the related party	MKS CONSTRO-VENTURE PVT LTD
2	Nature of relationship [including nature of its interest (financialorotherwise)]	Related party in which directors areinterested
3	Type and Particulars of the proposed transaction	Sale of Goods and Services
4	Nature, Duration/ tenure, material terms, monetary value and particulars of contract/ arrangement	Nature: Sale and Purchase Tenure: 1 Year
5	Tenure ofthe transaction	1 Year
6	Value ofthe proposed transaction	200 Crore
7	Percentage of annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction	127.16%
8	Benefits of the proposed transaction	1.The proposed transaction will aid the growth of the Company’s business 2.Better Price as compared to outsider
9	Details of the valuation report or external party report (if any) enclosed with the Notice	NA
10	Name of the Director or Key	Shrikant Bhangdiya

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	Managerial Personnel, who is related or interested
11	Additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given	NA
12	Any other information that may be relevant	NA
S.NO.	Particulars	Description
1	Name of the related party	MKS CONSTRO-VENTURE PVT LTD
2	Nature of relationship [including nature of its interest (financial or otherwise)]	Related party in which directors are interested
3	Type andParticulars ofthe proposed transaction	AdvancingLoan
4	Nature, Duration/ tenure, material terms, monetary value and particulars of contract/ arrangement	Nature: Advancing Loan Tenure: 1 Year
5	Tenure ofthe transaction	1 Year
6	Value of the proposed transaction	50 Crore
7	Percentage of annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction	31.79%
8	Benefits of the proposed transaction	Better Terms than Market or Bank
9	Details of the valuation report or external party report (if any) enclosed with the Notice	NA
10	Name of the Director or Key Managerial Personnel, who is related or interested	Shrikant Bhangdiya
11	Additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given	NA
12	Any other information that may be relevant	NA

None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives except Mr. Shrikant Bhangdiya and his relatives, are concerned or interested, financially or otherwise, in the Resolution mentioned at Item No. 1 of the Notice.

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Basis the consideration and approval of the Audit Committee, the Board of Directors recommend the Ordinary Resolution forming part of Item No. 1 of this Notice to the Shareholders for approval.

By order of the Board of Directors For Sobhagya Mercantile Limited

Shrikant Bhangdiya Managing Director

Place: Nagpur Date: May 16, 2025

Registered Office: B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Tel: 022-22882125 Email: sobhagyamercantile9@gmail.com Website: www.sobhagyaltd.com CIN: L45100MH1983PLC031671

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