Sudarshan Chemical Indus. Ltd. — Proxy Solicitation & Information Statement 2025

Feb 10, 2025

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10[th] February, 2025 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Mumbai – 400 001 Bandra Kurla Complex, Scrip Code - 506655 Bandra (East), Mumbai – 400 051 Scrip Code NCDs - 974058 Scrip Symbol - SUDARSCHEM

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice convening Extraordinary General Meeting

As per the provisions of Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), as amended from time to time, please be informed that:

• (a) The Extraordinary General Meeting (“EOGM”) of SUDARSHAN CHEMICAL INDUSTRIES LIMITED (“the Company”) is scheduled to be held on Tuesday, 4[th] March, 2025 at 11:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), inter alia, to transact the business stated in the Notice convening EOGM as below:

1. To approve proposal for creation of pledge or other security interest on the shareholding of Material Subsidiary and Sale, Disposal and Leasing of assets of the Material Subsidiaries of the Company – Special Resolution

Pursuant to Section 108, 110 of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), as amended from time to time, read with Regulation 44 of SEBI Listing Regulations, 2015, as amended from time to time, Secretarial Standard – 2 on General Meetings issued by The Institute of Company Secretaries of India, and in terms of circulars issued by The Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) from time to time, the Company has sent Notice of EOGM along with Explanatory Statement today, in electronic mode only to those Members whose names appear in the Register of Members as on Friday, 31[st] January, 2025 and whose email addresses were registered with the Company / Registrar and Share Transfer Agent (“RTA”) / Depository Participant(s) (“DP”) / Depository(ies). In terms of the abovementioned Circulars, the Members are entitled to cast their vote through electronic mode only.

The dispatch of the Notice of EOGM along with Explanatory Statement has been completed through email today i.e. Monday, 10[th] February, 2025 .

The Company has engaged services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to its Members in respect of the item forming part of the Notice.

Sudarshan Chemical Industries Limited

Registered Office:

7[th] Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune – 411 069,

Maharashtra, India

Tel. No.: +91 20 682 81 200 Email: contact@sudarshan.com

www.sudarshan.com

Corporate Identity No.: L24119PN1951PLC008409

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Further, please find below the schedule of events for the EOGM:

Activity	Date
Date and Time of EOGM	Tuesday, 4thMarch, 2025 at 11:00 a.m.(IST)
Cut-off date for e-voting	Tuesday, 25thFebruary, 2025
e-voting start date and time	Thursday, 27thFebruary, 2025 at 9:00 a.m. (IST)
e-voting end date and time	Monday, 3rdMarch, 2025 at 5:00p.m. (IST)

Detailed instructions for e-voting facility and registration of email address of the members, are provided in the Notice of EOGM which is enclosed herewith. The said Notice and Explanatory Statement has been uploaded on the Company's website at www.sudarshan.com and on the website of NSDL at www.evoting.nsdl.com.

Kindly take the same on record. Thanking You, For SUDARSHAN CHEMICAL INDUSTRIES LIMITED

Mandar Digitally signed by Mandar Meenanath Meenanath Velankar Date: 2025.02.10 18:32:02 Velankar +05'30'

MANDAR VELANKAR GENERAL COUNSEL AND COMPANY SECRETARY Encl.: As above

Sudarshan Chemical Industries Limited

Registered Office:

7[th] Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune – 411 069,

Maharashtra, India

Tel. No.: +91 20 682 81 200 Email: contact@sudarshan.com www.sudarshan.com

Corporate Identity No.: L24119PN1951PLC008409

Notice

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting (“EOGM’’) of the Members of the Company will be held on Tuesday, 4[th] March, 2025 at 11.00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following special business. The venue of the meeting shall be deemed to be the Registered Office of the Company at 7[th] Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune – 411 069, Maharashtra, India.

SPECIAL BUSINESS:

Item No. 1:

To approve proposal for creation of pledge or other security interest on the shareholding of Material Subsidiary and Sale, Disposal and Leasing of assets of the Material Subsidiaries of the Company

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

“RESOLVED THAT pursuant to the provisions of Regulation 24(5) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and pursuant to applicable provisions of the Companies Act, 2013 (the “Act”), if any, and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of any other applicable laws, the Memorandum and Articles of Association of the Company and subject to requisite statutory/ regulatory and other appropriate approvals, if any, as may be required, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute) to create security including by way of pledge (and disposal upon invocation of pledge or other security interest) on the shares held by the Company in Sudarshan Europe BV, a Wholly Owned Subsidiary and material subsidiary of the Company as more particularly mentioned in the Explanatory Statement to the notice of Extra Ordinary General Meeting, on such terms and conditions (including timing, manner and extent of pledge or encumbrance) as the Board of the Company may in its absolute discretion decide or deem fit in the best interest of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 24(6) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and pursuant to applicable provisions of the Companies Act, 2013 (the “Act”), if any, and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of any other applicable laws, the Memorandum and Articles of Association of the Company and subject to requisite statutory/ regulatory and other appropriate approvals, if any, as may be required, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute) and/or the board of directors of any or all of direct Subsidiaries of the Company including Sudarshan Europe B.V. and its present and future Subsidiaries (including, without limitation, such Subsidiaries which become material subsidiaries of the Company), to divest, from time to time, by way of sale, transfer, lease, assignment or hiving off or dispose off including by way of pledge (and disposal upon invocation of pledge), creation of security or any other encumbrance (and disposal upon enforcement of such security or other encumbrance) on more than 20% of the assets of the subsidiary, present or future, by the material subsidiary, during a financial year, in favour of potential lenders / buyers/ security agents / trustees through various modes including by way of creation and/or enforcement of pledge, charge, mortgage, hypothecation or any other encumbrance or through other contractual arrangements, for any purpose in connection with the borrowing availed / proposed to be availed in one or more tranches by the Company or Sudarshan Europe BV, a Wholly Owned Subsidiary or its present or future Subsidiaries as more particularly mentioned in the Explanatory Statement to the notice of an Extra Ordinary General Meeting , on such terms and conditions (including timing, manner and extent of pledge/creation of lien or encumbrance) as the Board of the Company and / or the board of directors of the respective material subsidiaries of the Company may in its absolute discretion decide or deem fit in the best interest of the Company and / or its subsidiaries;

RESOLVED FURTHER THAT the Board of Directors and/or the board of directors of the respective subsidiaries of the Company, be and are hereby authorised to do all such acts, deeds, matters and things including but not limited to authorising signatories, deciding on the timing, manner and extent of carrying out the aforesaid activities and to negotiate, finalise and execute agreement(s), arrangement(s), contract(s) and such other document(s), by whatever name called and to do all acts, matters and things as may be necessary and to settle any questions or difficulties that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members and to delegate all or any of the powers or authorities herein conferred to any director(s) or other officer(s) of the Company or the concerned material subsidiary (as the board of such material subsidiary may determine), or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary.”

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NOTES :

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) in respect of the Special Business to be transacted at the Extraordinary General Meeting (“EOGM”), and statement of additional information as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), and as per Secretarial Standard – 2 on General Meetings issued by The Institute of Company Secretaries of India (“ICSI”) is annexed and forms an integral part of the Notice.

2. The Ministry of Corporate Affairs (“MCA”), vide its General Circular Nos.14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 20/2020 dated 5[th] May 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 02/2021 dated 13[th] January 2021, 10/2021 dated 23[rd] June 2021, 19/2021 dated 8[th] December 2021, 20/2021 dated 8[th] December 2021, 21/2021 dated 14[th] December 2021, 2/2022 dated 5[th] May 2022, 3/2022 dated 5[th] May 2022, 10/2022 dated 28[th] December 2022, 09/2023 dated 25[th] September, 2023, 09/2024 dated 19[th] September, 2024 and SEBI vide its Circular dated 3[rd] October, 2024, has allowed the Companies to conduct the EOGM through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) until 30[th] September 2025. In accordance with the said Circulars of MCA, SEBI and applicable provisions of the Act and SEBI Listing Regulations, 2015, the EOGM of the Company shall be conducted through VC / OAVM. National Securities Depository Limited (“NSDL”) will be providing facility for voting through remote e-voting, for participation in the EOGM through VC / OAVM facility and e-voting during the EOGM. The procedure for participating in the meeting through VC / OAVM is explained in the notes below and is also available on the website of the Company at https://www.sudarshan.com/notices.php.

3. As explained above the EOGM is being conducted though VC / OAVM, in compliance with the provisions of the Act and Rules made thereunder, SEBI Listing Regulations, 2015 and as per the abovementioned MCA and SEBI Circulars. In accordance with the Secretarial Standard – 2 issued by ICSI, read with clarification / guidance on applicability of Secretarial Standards – 1 and 2 issued from time to time, the proceedings of the EOGM shall be deemed to be conducted at the Registered Office and Global Head Office of the Company which shall be deemed to be the venue of the EOGM.

4. A member entitled to vote at the EOGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. In terms of the MCA Circulars, as the EOGM is to be conducted through VC / AVM, and since physical attendance of member is dispensed with, there is no requirement of appointment of proxies. Therefore, the facility for appointment of proxy by the Members is not available for this EOGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. In this Notice, the terms member(s) or shareholder(s) are used interchangeably.

ELECTRONIC DISPATCH OF EOGM NOTICE AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF NOTICE

In accordance with the above-mentioned Circulars issued by the MCA and SEBI from time to time, the Notice of EOGM is being sent only in electronic mode to Members whose e-mail address is registered with the Company / Registrar and Transfer Agent (“RTA”) or Depository Participant(s) (“DP”). The Company will not be dispatching physical copies of the Notice of EOGM to any member.

1. For members who have not received the notice due to change / non- registration of their email address with the Company / RTA / DP, they may do so by following the procedure given below:

a) Registration of email id for members holding shares in physical form –

The members of the Company who hold shares in physical form and who have not registered their email addresses may get their email addresses registered with the Company’s RTA, MUFG Intime India Private Limited (“MUFG Intime”) by submitting the required forms along with supporting documents which are available on our website https://www.sudarshan.com/and RTA’s https://liiplweb.linkintime.co.in/client-downloads.html > General

b) Registration of email id of members holding shares in Demat form –

Members are requested to register their email address, in respect of their demat holding with their respective DP’s. In case of any queries/difficulties in registering the email address, Members may write to shares@sudarshan.com

1. A copy of the Notice of this EOGM is available on the website of the Company at www.sudarshan.com, on the website of Stock Exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

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PROCEDURE FOR JOINING THE EOGM THROUGH VC / OAVM:

1. Member will be provided with a facility to attend the EOGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned below in the Notice for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General Meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General 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.

2. For convenience of the members and proper conduct of EOGM, members can login and join at least 30 (thirty) minutes before the time scheduled for the EOGM and shall be kept open throughout the proceedings of EOGM. The facility of participation at the EOGM through VC / OAVM will be made available on a first come first serve basis. The facility of participation at the EOGM through VC/OAVM will be made available to at least 1,000 Members on a first come first serve basis as per the MCA Circulars. This will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors, Chairman/Chairperson of the Committees of the Board of Directors, as applicable, etc. who are allowed to attend the EOGM without the said restriction.

3. Members who need assistance before or during the EOGM with use of technology, can send a request at evoting@nsdl.co.in or use Toll free no.: 1800 1020 990 /1800 224 430; or contact Mr. Sagar Gudhate, Senior Manager, NSDL at the designated email ID: evoting@nsdl.co.in.

4. Institutional Members are encouraged to attend and vote at the EOGM through VC / OAVM. In case any Institutional Members, facing issues for participating in EOGM can write to shares@sudarshan.com.

5. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video 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.

6. Pursuant to the abovementioned MCA Circulars, physical attendance of the members is not required at the EOGM, and therefore members attending the EOGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

PROCEDURE FOR SPEAKER REGISTRATION, SUBMISSION OF QUESTIONS / QUERIES:

1. As the EOGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the EOGM, members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number, their queries / views / questions at shares@sudarshan.com.

2. Members holding shares as on the cut-off date i.e. Tuesday, 25[th] February, 2025, and who would like to speak or express their views or ask questions during the EOGM may register themselves as speakers by sending an email to shares@sudarshan.com during Thursday, 27[th] February, 2025, 9:00 a.m. (IST) to Monday, 3[rd] March, 2025, 5:00 p.m. (IST) (e-voting period dates). Those members who have registered themselves as a speaker will only be allowed to speak/express their views/ask questions during the EOGM.

3. Members can also express their views or post their questions during the EOGM through a facility available in the VC / OAVM facility.

4. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the EOGM.

5. Pursuant to Section 108 of the Act, read with the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended, and in compliance with Regulation 44 of the SEBI Listing Regulations, 2015, as amended, and the Circulars issued by MCA / SEBI, the Company is pleased to provide voting by electronic means (“remote e-voting”) to the Members, to enable them to cast their votes electronically in respect of the business to be transacted at the EOGM. For this the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a member using remote e-voting system will be provided by NSDL. The e-voting Event Number (“EVEN”) for this purpose is ‘132972’.

6. The voting rights will be reckoned on the paid-up value of Equity Shares registered in the name of the members on Tuesday, 25[th] February, 2025 (on close of business hours) (“Cut-off date”). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting.

7. The details of the process and manner for remote e-voting are explained herein below:

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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. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither 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 company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name 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. 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.comand 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 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.

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

Logintype	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 atevoting@nsdl.comor call at 022 - 48867000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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.

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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://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 (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**thenyouruser ID is12**
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 132972 then user ID is 132972001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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.

4. 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

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

6. 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.

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

8. 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.

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

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

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

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

- 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.

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

2. 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.

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

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

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EOGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the EOGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EOGM through VC/OAVM facility and have not cast 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 EOGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EOGM. However, they will not be eligible to vote at the EOGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EOGM shall be the same person mentioned for Remote e-voting.

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

1. Member will be provided with a facility to attend the EOGM 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.

2. Members are encouraged to join the Meeting through Laptops for better experience.

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

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video 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.

5. 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 (shares@sudarshan.com). The same will be replied by the company suitably.

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 o karunakaran2004@yahoo.com with a copy marked to evoting@nsdl.co.in and shares@sudarshan.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 "e-Voting" 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 Mr. Sagar Gudhate, Senior Manager, NSDL at evoting@nsdl.co.in

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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 shares@sudarshan.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 shares@sudarshan.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 for Individual shareholders holding securities in demat mode .

3. 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.

4. In terms of SEBI circular dated 9[th] December, 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.

5. i. The voting rights of members shall be in proportion to their shares of the paid-up Equity Share capital of the Company as on Tuesday, 25[th] February, 2025 , and who continue to hold the shares as on the date of EOGM will be entitled to vote at the EOGM.

6. ii. The notice of the EOGM is being sent to all members who are holding shares as on Friday, 31[st] January, 2025.

Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. Friday, 31[st] January, 2025, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/ RTA.

However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 2244 30. In case of Individual Shareholders holding securities in demat mode who acquire shares of the Company and become a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Friday, 31[st] January, 2025, may follow steps mentioned in the Notice of the EOGM under “Access to NSDL e-Voting system”.

Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period will commence at 9:00 a.m. (IST) on Thursday, 27[th] February, 2025 and will end at 5:00 p.m. (IST) on Monday, 3[rd] March, 2025.

The remote e-voting module shall be disabled for voting thereafter.

In addition, the e-voting window shall be activated upon instruction of the Chairman of the meeting during the EOGM. The e-voting during the EOGM is integrated with the VC / OAVM platform and therefore no separate login is required.

Members attending the EOGM who have not cast their vote by remote e-voting and are otherwise not barred from doing so shall be eligible to cast their vote through e-voting during the EOGM. Members who have voted through remote e-voting shall be eligible to attend the EOGM, however, they shall not be eligible to vote at the meeting. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through NSDL e-voting system at https://www. evoting.nsdl.com/.

• iii. Mr. Rajesh Karunakaran, Practicing Company Secretary, Pune, (Membership No. FCS 7441 & CP No. 6581) has been appointed as a Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• iv. The Scrutinizer shall after the conclusion of remote e-voting, will first count the votes cast during the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of voting forthwith.

The Results declared along with a Scrutinizer’s Report will be placed on the Company’s website at www.sudarshan.com and on the website of NSDL at www.nsdl.co.in immediately after the result is declared by the Chairman or a person authorised by him and simultaneously be forwarded to the Stock Exchanges viz. BSE and NSE at www.bseindia.com and www.nseindia.com respectively. The results will be announced within the time stipulated under the applicable laws.

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1. (a) As per Regulation 40 of the SEBI Listing Regulations, 2015, as amended, securities of the listed entity can be transferred only in dematerialized form with effect from 1[st] April 2019. In view of this and to eliminate all risks associated with physical shares members holding shares in the physical form are therefore requested to dematerialize their shares in their own interest.

2. (b) The members of the Company who hold shares in physical form and who have not registered their PAN, other KYC details and Bank details may get these registered with the Company’s RTA, MUFG Intime India Private Limited (“MUFG Intime”) by submitting the required forms along with supporting documents which are available on our website https:// www.sudarshan.com/ and RTA’s https://liiplweb.linkintime.co.in/client-downloads.html > General

3. (c) Members who hold the shares in the dematerialized form and want to change / correct the bank account details should send the same immediately to their concerned Depository Participant and not to the Company. The Company, in case of such dematerialized shares, will not entertain any direct request from such members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of dividend, the Registrar is obliged to use only the data provided by the Depositories.

(d) Members who wish to dematerialize the shares or seek any information regarding transfer of shares are requested to contact the Company’s Registrar and Share Transfer Agents at the following address :

MUFG Intime India Private Limited. “Akshay Complex”, Block No. 202, 2nd Floor, Near Ganesh Temple, Off Dhole Patil Road, Pune - 411 001, Maharashtra Tel. No. 020–2616 0084, 020–2616 1629.

Tele fax. 020-2616 3503

E-mail: pune@linkintime.co.in Website: www.linkintime.co.in

The Company has designated e-mail address - shares@sudarshan.com and grievance.redressal@sudarshan.com for timely action on investor complaints. Members are requested to forward their complaints, if any, at the designated e-mail address.

(e) Members holding shares under different folios may approach the Company for consolidation of ledger folios into one folio.

(f) Members are requested to intimate changes if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Numbers (“PAN”), mandates, nominations, power of attorney, bank details etc.

• I. For shares held in electronic form: to their respective Depository Participants (“DPs”);

• II. For shares held in physical form: to the Company / RTA, in prescribed Form ISR-1 and other forms pursuant to SEBI Circulars issued from time to time.

(g) Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25[th] January 2022, has mandated listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of Duplicate Share Certificates/Letter of Confirmation, claim from Unclaimed Suspense Account of the Company, transmission, transposition etc. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR-4. It may be noted that any service request shall be processed only after the folio is KYC compliant. In view of the same and to eliminate all risks associated with physical shares and to avail various benefits of dematerialization, members are advised to dematerialize the shares held by them in physical form. The member may contact the Company / RTA for assistance in this respect.

(h) Members desirous of getting any information about the accounts of the Company are requested to address their queries to the Company Secretary of the Company. Such requests should be received at least seven days before the date of the meeting, so that the information required can be readily made available at the meeting, to the best extent possible.

Members can avail of the nomination facility in respect of securities held by them in physical form as per Section 72 of the Companies Act, 2013, Rules made thereunder and SEBI Circular dated 3rd November 2021, and clarification Circular dated 14[th] December 2021. Members desiring to avail this facility may send their nomination in the prescribed Form SH-13 or Form ISR-3 (Declaration to Opt-out) duly filled into RTA. Members holding shares in the electronic form may contact their respective DP’s. The Forms may be downloaded from the Company’s website.

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(i) During the EOGM, relevant documents referred to in this Notice of EOGM and Explanatory Statement shall be available for inspection upon login at NSDL e-voting system at https://www. evoting.nsdl.com and on the website of the Company, www.sudarshan.com.

By order of the Board of Directors For SUDARSHAN CHEMICAL INDUSTRIES LIMITED

(MANDAR VELANKAR) GENERAL COUNSEL AND COMPANY SECRETARY (Membership No. – A14469)

Pune, 8[th] February, 2025

Sudarshan Chemical Industries Limited Registered Office and Global Head Office: 7[th] Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune – 411 069, Maharashtra, India CIN: L24119PN1951PLC008409 Website: www.sudarshan.com Email: shares@sudarshan.com

THIS SPACE IS INTENTIONALLY KEPT BLANK

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Explanatory Statement pursuant to section 102 of the Companies Act, 2013

In conformity with the provisions of section 102 of the Companies Act, 2013, Secretarial Standard-2, and statement of additional information as required under applicable Rules and regulations, the following Explanatory Statement sets out all material facts relating to the Special Business mentioned in the Notice and should be taken as forming part of the Notice

Item No. 1

The Company has entered into definitive agreement whereby Sudarshan Europe B.V., Wholly Owned Subsidiary of the Company in Netherlands (“SEBV”) shall acquire Global Pigment Business Operations of the Heubach Group for a total consideration of Euro 127.5 Million. This proposed acquisition by SEBV is proposed to be funded by way of combination of debt to be availed by SEBV plus equity infusion by the Company.

The borrowings of SEBV are proposed to be secured, inter-alia, by i) Corporate Guarantee by the Company ii) pledge on entire shareholding of the Company in SEBV and iii) charge on assets of SEBV and underlying subsidiary companies of SEBV (including any subsidiaries which are/may in the future become material subsidiaries of the Company) in such form, manner and ranking as may be determined by the Board of Directors / any of its authorised Committee of the Company and its Subsidiaries including SEBV from time to time, in consultation with the lender(s).

The details of the proposed acquisition are as under:

Sr No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.;	Size / Turnover - The Heubach Group has a 200-year history and became the second largest pigment player in the world after acquiring Clariant’s Pigments Business Unit in 2022. Heubach Group had over a One Billion Euros in revenue in the years 2021 and 2022, with strong global footprint especially in Europe, Americas, and the Asia Pacific region. The proposed transaction comprises of acquisition by Sudarshan Europe B.V. of (i)assets and business operations of (a) Heubach Colorants Germany GmbH, (b) Heubach GmbH (c) Dr. Hans Heubach GmbH, and (iv) Heubach Group GmbH and participations held by Heubach Holding Switzerland AG, in downstream Group Companies in various countries from insolvency administrator in the aforesaid countries. (ii)100% shareholding of Heubach Holdings S.a.r.l., a Luxemburg based Heubach Group Company having investments in shareholding in companies based in India and USA.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”;	The acquisition does not fall within related party transactions. The promoter/promoter group have no interest in the investee companies / Group of Companies.
3.	Industry to which the entity being acquired belongs;	Heubach is a key player within the Speciality Chemicals Industry which consists of organic pigments, inorganic pigments, dyes, dispersions and anti-corrosion pigments.
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	Post-acquisition, the combined entity will have a comprehensive pigment portfolio of high-quality products and a strong presence in major markets including Europe and the Americas. It will enhance Company’s product portfolio, giving it deeper access to customers and a diversified asset footprint across production sites globally.

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5.	Consideration - whether cash consideration or share swap or any other form and details of the same;	The acquisition is for a cash consideration of EURO 127.5 Million.
6.	Cost of acquisition and/or the price at which the shares are acquired;
7.	Percentage of shareholding / control acquired and / or number of shares acquired;	The proposed transaction is for 100% investment in Companies of Heubach Group as detailed in Sr. No. 1 above
8.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	The Heubach Group has a 200-year history and became the second largest pigment player in the world after acquiring Clariant’s BU Pigments in 2022. Heubach had over a billion euros in revenue in the years 2021 and 2022, with strong global footprint especially in Europe, Americas, and the Asia Pacific region. Consolidated turnover of Heubach Group for last 3 years is given below: (in EURO Million) Calendar Year 2023 2022 2021 Turnover 878.8 1,069.1 1,137.7

Regulation 24(5) stipulates that a listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than or equal to fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting. Material subsidiary means a subsidiary, whose turnover or net worth exceeds 10% (ten per cent) of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Creation of security by way of pledge or other security interest on shares held by the Company in SEBV, a material subsidiary, and enforcement of such security may result in reduction of shareholding to less than or equal to fifty percent or cease the exercise of control over SEBV.

In accordance with Regulation 24(6) of the SEBI Listing Regulations, selling, disposing and leasing of assets amounting to more than 20% of the assets of a material subsidiary of the listed entity on an aggregate basis during a financial year requires prior approval of shareholders by way of a Special Resolution. Creation of security by SEBV on its assets and assets of future subsidiaries on its and enforcement of such security interest may result in disposal in excess of 20% (twenty per cent) of the total assets of the material subsidiaries (present and future) of the Company during a financial year.

Accordingly, as a matter of abundant caution and good governance, an enabling approval of shareholders of the Company in terms of Regulation 24(5) and 24(6) of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, by way of Special Resolution at Item No. 1 of the Notice is being sought to enable the subsidiaries of the Company, including material subsidiaries of the Company, to divest by way of sale, transfer, lease, assignment or hiving off or other disposal including by way of pledge (and disposal upon invocation of pledge), creation of security or any other encumbrance (and disposal upon enforcement of such security or other encumbrance) on the assets of the material subsidiaries from time to time, during a financial year, to meet the financing obligations of SEBV.

The Board of Directors has through resolution passed through circulation on 8[th] February, 2025 and based on the recommendation of the Audit Committee approved the said creation of security, while noting that such Security shall be on an arms' length basis. The Board accordingly recommends the resolution set out at Item No. 1 of this Notice for approval by the Members by way of a Special Resolution. Save and except Mr. Rajesh Rathi (who is also Director of SEBV and / or its subsidiaries) and his relatives, none of the other Director(s) / Key Managerial Personnel(s) of the Company or their relatives are, in any way, concerned or interested in the said resolution, except to the extent of their shareholding, if any.

By order of the Board of Directors For SUDARSHAN CHEMICAL INDUSTRIES LIMITED

(MANDAR VELANKAR) GENERAL COUNSEL AND COMPANY SECRETARY (Membership No. – A14469)

Pune, 8[th] February, 2025 Sudarshan Chemical Industries Limited Registered Office and Global Head Office: 7[th] Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune – 411 069, Maharashtra, India CIN: L24119PN1951PLC008409 Website: www.sudarshan.com

Email: shares@sudarshan.com

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