Suditi Industries Ltd. — Proxy Solicitation & Information Statement 2025

Dec 24, 2025

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SUDITI INDUSTRIES LTD.

Admin office: C-3/B, M.I.D.C., T.T.C. Industrial Area, Pawne Village, Turbhe, Navi Mumbai – 400 705 Tel. No: 67368600/10, web site: www.suditi.in E-mail: cs@suditi.in CIN: L19101MH1991PLC063245 Regd.Office: C-253/254, MIDC, TTC INDL.AREA, PAWNE VILLAGE, TURBHE, NAVI MUMBAI – 400 705.

December 24, 2025

To, The Corporate Relationship Department, BSE Limited P.J. Towers, Dalal Street, Mumbai 400 001

Scrip Code: 521113

Dear Sir/Madam,

Subject: Notice of the Extra Ordinary General Meeting of the Members scheduled to be held on Friday, January 16, 2026 at 03:30 P.M. (IST)

Pursuant to Regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please take note that the Extra Ordinary General Meeting of the Members of the Company is scheduled to be held on Friday, January 16, 2026 at 3:30 p.m. (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”)

The Notice of the Extra Ordinary General Meeting is uploaded on the company’s website https://suditi.in/ and enclosed herewith for the reference of members.

Further, the electronic copy of the Notice of the Extra Ordinary General Meeting has been dispatched / sent to the Members through email on December 24, 2025, whose email were registered with the Company’s Registrar and Share Transfer Agent/ Depositories.

Further, please note the following:

Sr. No	Particulars	Date
1	Cut-off Date/Record Date for Determining the shareholders for e-voting in Extra Ordinary General Meeting	Friday, January 09, 2026
2	Remote E-voting Period	Commence on Tuesday, January 13, 2026 at 9.00 a.m. (IST) and end on Thursday, January 15,2026 at 5.00 p.m. (IST)

We request you to kindly take the above on record and bring to the notice of all concerned.

Thanking You,

Yours Faithfully

For Suditi Industries Limited

PAWAN Digitally signed by PAWAN AGARWAL AGARWAL Date: 2025.12.24 19:23:22 +05'30'

Pawan Agarwal Director DIN: 00808731

Encl: Notice of Extra Ordinary General Meeting

SUDITI INDUSTRIES LTD.

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Admin office: C-3/B, M.I.D.C., T.T.C. Industrial Area, Pawne Village, Turbhe, Navi Mumbai – 400 705 Tel. No: 67368600/10, web site: www.suditi.in E-mail: cs@suditi.in CIN: L19101MH1991PLC063245 Regd.Office: C-253/254, MIDC, TTC INDL.AREA, PAWNE VILLAGE, TURBHE, NAVI MUMBAI – 400 705.

NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING (EGM)

NOTICE is hereby given that the 01/2025-26 Extra-Ordinary General Meeting (“the EGM / the meeting”) of the Members of Suditi Industries Limited (“the Company”) will be held on Friday, January 16, 2026 , at 03:30 PM (IST) through Video Conference (“VC”)/ Other Audio-Visual Means (“OAVM”) (“hereinafter referred to as “electronic mode”) to transact the following business:

SPECIAL BUSINESS:

1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT AMENDMENT IN THE MEMORANDUM OF ASSOCIATION:

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 Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder, consent of the Members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 60,00,00,000 (Rupees Sixty crores) divided into 6,00,00,000 (Six Crores Only) Equity Shares of Rs. 10/- each (Rupees Ten Only) to Rs. 70,00,00,000 (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 10/- each (Rupees Ten Only) ranking pari-passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed thereunder, consent of the Members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place, the following:

“V. The Authorized Share Capital of the Company is Rs. 70,00,00,000 (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 10/- (Rupees Ten) each with the rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in the Articles of Association of the Company and with power to increase or reduce the same and to divide the shares in several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being in force, and to vary, modify, enlarge or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act or provided by the Articles of Association of the Company for the time being in force.”

RESOLVED FURTHER THAT the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard”

2. INCREASE IN THRESHOLD OF LOANS/GUARANTEES, PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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 Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and other applicable provisions of the Companies Act, 2013 ( including any statutory modification thereof for the time being in force and as may be enacted from time to time ) , if any, consent of the Members of the Company be and is hereby accorded to:

• a. give any loan to any person ( s ) or other body corporate ( s ) ;

• b. give any guarantee or provide security in connection with a loan to any person ( s ) or other body corporate ( s ) ; and

• c. acquire by way of subscription, purchase or otherwise, securities of any other body corporate

from time to time in one or more tranches as the Board of Directors as in their absolute discretion deem beneficial and in the interest of the Company, for an amount not exceeding Rs. 5,00,00,00,000/- (Rupees Five Hundred Crores Only) outstanding at any time, notwithstanding that such investments, outstanding loans given or to be given and guarantees and security provided are in excess of the limits prescribed under Section 186 of the Companies Act, 2013 .

RESOLVED FURTHER THAT any Director of the Company, be and is hereby authorized to sign and submit the necessary application and forms with appropriate authorities and to perform all such acts, deeds and things as he may in his absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution .”

3. ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION (“MOA”) 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 provisions of Section 13 and other applicable provisions of the Companies Act, 2013, and the rules enacted thereunder (including any statutory modification(s) or reenactments thereof for the time being in force) and subject to such approvals as may be necessary, consent of the Members of the Company be and is hereby accorded to alter the existing Clause III (A) of the Memorandum of Association (“the MOA”) of the Company by including the following new subclauses 1 prior to existing sub clause 1, such that the new Clause III (A) shall contain sub-clauses 1 and 2 and read as :

1. To carry on the business of retailing, trading, wholesaling, merchandising, importing, exporting, buying, selling, marketing, distributing, designing, developing, manufacturing or otherwise dealing in all kinds of apparel, garments, textiles, fashion wear, lifestyle products, footwear, perfumes, cosmetics, beauty and personal care products, accessories, homeware and any other consumer goods or merchandise of every description; and to establish, acquire, operate, manage or franchise retail stores, brand outlets, online platforms, marketplaces, distribution channels and any other formats for the sale, supply or promotion of such products; and to own, acquire, purchase, sell, license, sublicense, franchise, develop or otherwise exploit any trademarks, brands, labels, designs, intellectual property, retail concepts or proprietary rights, whether domestic or international, and to act as agent, distributor, licensee, franchisor, franchisee, concessionaire or representative for any person, brand or business engaged in similar or related activities.

2. To manufacture, buy, sell, import and export readymade garments made out of woven, knitted, felted, netted, looped or flocked fabrics made of all kinds of fiber whether natural, synthetic or man-made and to carry on the business of manufacturers, importers and exporters, whole-sale and retail dealers of and in hosiery goods of every kind, nature and description, for men, women and children including vests, underwears, socks, stockings, sweaters, laces.

4. RE-APPOINTMENT OF MR. RAJA GOPAL CHINRAJ (DIN: 00158832) AS A WHOLE TIME DIRECTOR AND CEO 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 Sections 196, 197, 198 and 203 and all other applicable provisions, if any, read with Schedule V of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and pursuant to receipt of recommendation of Nomination and Remuneration Committee of the Company and consent of the members be and is hereby accorded for reappointment of Mr. Raja Gopal Raja Chinraj (DIN : 00158832), as a Whole-time Director designated as CEO of the Company, aged 75 years (who has attained the age of more than 70 years) for a period of three (3) years effective from June 01, 2026 up to May 31, 2029, at a remuneration and upon such terms and conditions as set out in explanatory statement annexed hereto.

RESOLVED FURTHER THAT notwithstanding to the above in the event of any loss or inadequacy of profit in any financial year of the Company during the tenure of Mr. Raja Gopal Raja Chinraj (DIN : 00158832) as a Whole-time Director, designated as CEO of the Company, the remuneration payable to him shall be as approved by the members in accordance prescribed in Section II of Part II of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall deem to include any Committee of the Board) shall, in accordance with the statutory limits/approvals as may be applicable for the time being in force, be at full liberty to revise/alter/modify/amend the terms and conditions of the said appointment and/or remuneration, from time to time, as it may deem fit and to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.”

5. ISSUE OF 72,67,667 WARRANTS, CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent

authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), Bombay Stock Exchange Limited (“BSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permissions(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Director of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members be and is hereby accorded to create, issue, offer and allot, from time to time in one or more tranches, up to 72,67,667 (Seventy Two Lakhs Sixty Seven Thousand Six Hundred and Sixty Seven) Warrants (“Warrants”) each Warrant convertible into 1 (one) Equity Share of the Face Value of Rs. 10/- (Rupees Ten Only) each on a preferential basis, for cash, at an issue price of Rs. 59.12/- (Rupees Fifty-Nine and Twelve Paisa Only) including Premium of Rs. 49.12/- (Rupees Forty-Nine and Twelve paisa Only) each per Warrant at the price determined by the board in accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR Regulations (‘Warrant Issue Price’) aggregating to an amount not exceeding Rs. 42,96,64,473/(Rupees Forty-Two Crores Ninety-Six Lakhs Sixty-Four Thousand Four Hundred and Seventy Three Only) to the following non-promoter individuals and entities (hereinafter referred to as the “Proposed Allottees of Warrant”), entitling the warrant holders to exercise option to convert and get allotted 1 (One) Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company (“Equity Shares”) for each Warrant, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, and in such form and manner and in accordance with the provisions of ICDR Regulations and Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members:

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Sr. Names of the Investors/ Category No. of Outcome of the
No. proposed Allottees (Promoter and Shares subscription/
Non-Promoter) Warrants Investment amount
(up to) (INR) (Approx.)
1 Capwise Financial Services Private Limited Non-Promoter 6,66,800 3,94,21,216
2 Ishita Tanted Non-Promoter 3,81,000 2,25,24,720
3 Yogesh Jain Non-Promoter 2,54,000 1,50,16,480
4 Sushil R Gadia Non-Promoter 1,27,000 75,08,240
5 Sunil R Gadia Non-Promoter 1,27,000 75,08,240
6 Uniworth Creation Private Limited Non-Promoter 2,66,800 1,57,73,216
7 Alkaloids Private Limited Non-Promoter 1,66,800 98,61,216
8 Abhishek Mundra Non-Promoter 63,600 37,60,032
9 Aditya Jakhodia Non-Promoter 63,600 37,60,032
10 Vibha Jain Non-Promoter 63,600 37,60,032
11 Neo Markets Private Limited Non-Promoter 1,33,400 78,86,608
12 Swara Ventures LLP Non-Promoter 33,400 19,74,608
13 Anshul Jain Non-Promoter 13,400 7,92,208
14 Mapkas Advisors LLP Non-Promoter 1,33,400 78,86,608
15 Amit Agrawal Non-Promoter 1,33,400 78,86,608
16 Lord's Multigrowth Fund Non-Promoter 84,600 50,01,552
17 Abhishek Sancheti Non-Promoter 63,600 37,60,032
18 Shrey Loonker Non-Promoter 63,600 37,60,032
19 Venkatchalam Arakoni Ramaswamy Non-Promoter 3,81,000 2,25,24,720
20 Sanjay Thakur - HUF Non-Promoter 3,81,000 3,37,87,080
21 Rajesh Palviya Non-Promoter 2,66,667 1,57,65,353
22 Yesha Vivek Parikh Non-Promoter 2,00,000 1,18,24,000
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23 Sushil Sheoduttrai Sanghai Non-Promoter 7,50,000 4,43,40,000
24 Varsha Jaikishan Lakhani Non-Promoter 6,00,000 3,54,72,000
25 Anil Harichand Lakhani Non-Promoter 2,00,000 1,18,24,000
26 Kiran Prakash Lakhani Non-Promoter 3,00,000 1,77,36,000
27 Sailesh Bansilal Kukreja Non-Promoter 50,000 29,56,000
28 Roshni Lakhani Maheshwari Non-Promoter 8,00,000 4,72,96,000
29 Nitu Ashish Bansal Non-Promoter 50,000 29,56,000
30 Sunil Krishnan Chakravarthy Non-Promoter 3,00,000 1,77,36,000
31 Chandan Kumar Mohanty Non-Promoter 1,50,000 88,68,000
TOTAL 72,67,667 42,96,64,473
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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of ICDR Regulations including Regulation 161, the “Relevant Date” for determining the Floor Price of Warrants shall be Wednesday, December 17, 2025, being the date 30 days prior to the date of the Extra ordinary general meeting of the shareholders of the Company scheduled to be held on Friday, January 16, 2026.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of the Warrants shall be subject to the following terms and conditions apart from the other terms and conditions as prescribed under applicable laws:

• a. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 10/(Rupees Ten Only) each to the Warrant holders;

• b. An amount equal to 25% (Twenty-Five Percent) of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% (Seventy-Five Percent) of the Warrant Issue Price shall be payable by the Warrant Holder(s) on or before the exercise of the entitlement attached to the Warrant(s) to subscribe for the Equity Shares;

• c. The respective Warrant holder shall make payment of Warrant price from their own bank account into to the designated bank account of the Company.

• d. The Warrants shall be exercised in a manner that shall be in compliance with the minimum public shareholding norms prescribed for the Company under the Listing Regulations and the Securities Contract (Regulation) Rules, 1957;

• e. The Warrants themselves until converted into Equity Shares, does not give to the Warrant Holder any rights (including any dividend or voting rights) in the Company in respect of such Warrants.

• f. The Equity Shares to be so allotted upon the exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respect including dividend, with the existing Equity Shares of the Company;

• g. The Warrants and the Equity Shares issued pursuant to the exercise of the Warrants shall be lockedin as prescribed under Chapter V of the ICDR Regulations from time to time;

• h. The Company shall re-compute the price of the Warrants/ Equity Shares issued upon exercise of the Warrants in terms of the ICDR Regulations, where it is required to do so and the differential price, if any, shall be required to be paid by such Warrant Holders to the Company in accordance with the provisions of the ICDR Regulations;

• i. The allotment of Warrants pursuant to this resolution shall be completed within a period of 15 (fifteen) days from the passing of this resolution, provided that, where the allotment pursuant to this resolution is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approval(s);

• j. The allotment of the Equity Shares pursuant to exercise of Warrants shall be completed within a period of 15 (Fifteen) days from the date of such exercise by the allottee; and warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• k. In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

• l. The Company shall procure the listing and trading approvals for the resulting Equity Shares to be issued and allotted to the Warrant Holders upon exercise of the Warrants are received from the relevant Stock Exchanges in accordance with the ICDR Regulations and the Listing Regulations;

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the proposed allottees and issue a private placement offer cum application letter in the Form PAS-4 to the proposed allottees inviting to subscribe to the Warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted up to exercise of the Warrants held by the Warrant Holders;

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be required in connection with the aforesaid resolution, including issue of offer letter, making necessary filings with Stock Exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental / regulatory authorities to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT any of the Director of the board or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memoranda, documents to give effect to the resolutions above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the Proposed Allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of directors or any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, signing of all deeds and documents as may be

required without being required to seek any further consent or approval of the Members and take all steps and decisions in this regard;

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified to be true by anyone of the Directors of the Company or the Company Secretary of the Company be furnished to the appropriate authorities with a request to act thereon.”

6. ISSUE OF 26,90,733 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreements entered into with BSE Limited (“BSE”) where the shares of the Company are listed (“Stock Exchanges”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”), as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Ministry of Corporate Affairs (“MCA”), SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, Stock Exchanges where the shares of the Company are listed and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the Members be and is hereby accorded to create, issue, offer and allot, on a preferential basis, up to 26,90,733 (Twenty Six Lakhs Ninety Thousand Seven Hundred and Thirty Three Only) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each fully paid up, for cash, at an issue price of Rs. 59.12/- (Rupees Fifty Nine and Twelve Paisa Only) including premium of Rs. 49.12/- (Rupees Forty Nine and Twelve paisa Only) at the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR Regulations (“Issue Price”) aggregating to an amount not exceeding Rs. 15,90,76,135/- (Rupees Fifteen Crores Ninety Lakhs Seventy Six Thousand One Hundred and Thirty Five Only) to the following non-promoter individual/entities (hereinafter referred to as the “Proposed Allottees of Equity Shares”), determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, on such further terms and conditions as may be finalized by the Board of Directors:

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No. of
Outcome of the
Equity
Category subscription/
Names of the Investors/ Shares
Sr. No. (Promoter and Non- Investment
Proposed Allottees proposed to
Promoter) amount (INR)
be issued
(Approx.)
(Up to)
Capwise Financial Services Non- Promoter 3,33,400 1,97,10,608
1
Private Limited
2 Ishita Tanted Non- Promoter 1,90,500 1,12,62,360
3 Yogesh Jain Non- Promoter 1,27,000 75,08,240
4 Sushil R Gadia Non- Promoter 63,500 37,54,120
5 Sunil R Gadia Non- Promoter 63,500 37,54,120
6 Uniworth Creation Private Non- Promoter 1,33,400 78,86,608
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Limited
7 Alkaloids Private Limited Non- Promoter 83,400 49,30,608
8 Abhishek Mundra Non- Promoter 31,800 18,80,016
9 Aditya Jakhodia Non- Promoter 31,800 18,80,016
10 Vibha Jain Non- Promoter 31,800 18,80,016
11 Neo Markets Private Limited Non- Promoter 66,700 39,43,304
12 Swara Ventures LLP Non- Promoter 16,700 9,87,304
13 Anshul Jain Non- Promoter 6,700 3,96,104
14 Mapkas Advisors LLP Non- Promoter 66,700 39,43,304
15 Amit Agrawal Non- Promoter 66,700 39,43,304
16 Lord's Multigrowth Fund Non- Promoter 84,600 50,01,552
17 Neha Naneria Non- Promoter 1,69,200 1,00,03,104
18 Abhishek Sancheti Non- Promoter 31,800 18,80,016
19 Shrey Loonker Non- Promoter 31,800 18,80,016
20 Aditya Kumar Jain Non- Promoter 95,400 56,40,048
21 Venkatchalam Arakoni Non- Promoter 1,90,500 1,12,62,360
Ramaswamy
22 Sanjay Thakur - HUF Non- Promoter 1,90,500 1,12,62,360
23 Jaya R Jain Non- Promoter 1,00,000 59,12,000
24 Rajesh Palviya Non- Promoter 1,33,333 78,82,647
25 Yesha Vivek Parikh Non- Promoter 1,00,000 59,12,000
26 Sushil Sheoduttrai Sanghai Non- Promoter 2,50,000 1,47,80,000
TOTAL 26,90,733 15,90,76,135
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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of SEBI ICDR Regulations, the Relevant Date for determining the minimum Issue Price shall be Wednesday, December 17, 2025, being the date 30 days prior to the date of the Extra ordinary general meeting of the shareholders of the Company scheduled to be held on Friday, January 16, 2026.

RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the following terms and conditions:

• a. The proposed allottees of equity shares shall be required to bring in 100% of the consideration, for the Equity Shares to be allotted, on or prior to the date of allotment thereof, from their respective bank account.

• b. The pre-preferential shareholding of the Proposed Allottee of equity shares, if any, and Equity Shares to be allotted to the Proposed Allottees of equity shares shall be under lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations.

• c. The Equity Shares to be allotted to the Proposed Allottee of equity shares under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• d. The Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing this resolution, provided where the allotment of the Equity Shares is pending on account of the pendency of any approval of such allotment by any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.

• e. Allotment of Equity Shares shall only be made in dematerialized form.

• f. The issue and allotment of Equity Shares shall be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

• g. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company or the Company Secretary of the Company, be and are hereby authorized severally on behalf of the Company to take all actions and to do all such acts, deeds, matters and things and perform such actions as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, authorize any person including to seek listing, apply for ‘in-principle’ approval of the Equity Shares to be issued and allotted to the above mentioned allottees and to modify, accept and give effect to any modifications in the terms and conditions of the issue as they may deem fit, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such person as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the Preferential Issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.”

By order of Board of Directors For Suditi Industries Limited

Sd/-

Pawan Agarwal Director DIN: 00808731

Place: Navi Mumbai Date: December 19, 2025

:Notes:

1. The Ministry of Corporate Affairs (“MCA”) vide its circular nos. 14/2020 and 17/2020 dated April 08, 2020 and April 13, 2020 respectively, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and rules made thereunder and circular nos. 20/2020, 02/2021, 19/2021, 21/2021, 02/2022 and 10/2022 dated May 05, 2020, January 13, 2021, December 08, 2021, December 14, 2021, May 05, 2022, December 28, 2022, September 25, 2023 and General Circular No. 09/ 2024 dated September 19, 2024 , respectively in relation to “Clarification on holding of Extra Ordinary General Meeting (EGM) through Video Conferencing (VC) or Other AudioVisual Means (OAVM)” (collectively referred to as ‘MCA Circulars’) permitted the Companies whose EGMs are due in the year 2024, to conduct their EGMs on or before September 30, 2024 through VC / OAVM, without the physical presence of the members at a common venue and further provided relaxation from dispatching of physical copies of Notice of EGM and financial statements for year 2024 and considering the above MCA Circulars, Securities and Exchange Board of India (“SEBI”) vide its circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015” (‘SEBI Circular’) provided relaxation upto September 30, 2024, from Regulation 36(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) which requires sending hard copy of the EGM Notice containing salient features of all the documents prescribed in Section 136 of the Companies Act, 2013 (‘Act’) to the shareholders who have not registered their email addresses. In compliance with the MCA Circulars and SEBI Circulars, EGM of the Company is being convened and conducted through VC / OAVM, without the physical presence of the Members at a common venue.

2. Members holding shares in Electronic (Demat) form are advised to inform the particulars of their bank account, change of postal address and email ids to their respective Depository Participants only. The Company or its RTA cannot act on any request received directly from the members holding shares in demat mode for changes in any bank mandates or other particulars.

3. Members holding shares in physical form are advised to inform the particulars of their bank account, change of postal address and email ids to our RTA i.e. Link Intime India Private Limited (Unit: Suditi Industries Limited), or the Secretarial Department of the Company.

4. Members holding shares in Electronic (demat) form or in physical mode are requested to quote their DPID & Client ID or Folio details respectively in all correspondences, to the RTA i.e. Link Intime India Private Limited (Unit: Suditi Industries Limited), or the Secretarial Department of the Company.

5. Members who have not registered their email IDs with the depository participants, are requested to register their email IDs with their depository participants in respect of shares held in electronic form and in respect of shares held in physical form, are requested to submit their request with their valid e-mail IDs to our RTA at evoting@linkintime . co . in/ ashok . sherugar@linkintime . co . in or cs@suditi.in for receiving all the communications including egm notices, letters etc., in electronic mode from the Company.

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.

7. In compliance with the provisions of section 101 and section 136 of the Act, read with relevant Companies (Management and Administration Rules), 2014, and Regulation 36 of SEBI Listing Regulations and MCA circulars, Notice of the EGM and Explanatory statement on the date of EGM are being sent only through electronic mode to those Members whose email ids are available with the Company/Depositories/RTA.

8. Members may note that the Notice of the EGM will also be available on the Company’s website at https://suditi.in and websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and on the website of Link Intime India Private Limited and on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

9. Since this EGM is being held through VC/OAVM, the facility for appointment of proxies by the Members will not be available for this EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Further, the Route Map is not required to be annexed in this to the Notice.

10. Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

11. Institutional/Corporate members are encouraged to attend and vote at the meeting through VC/OVAM. We also request them to send, a duly certified copy of the Board Resolution authorizing their representative to attend the EGM through VC / OAVM and vote through remote e-voting on its behalf at cs@suditi.in and evoting@linkintime . co . in/ ashok . sherugar@linkintime . co . in, pursuant to Section 113 of the Companies Act, 2013.

12. In the case of Joint Holders attending the EGM, only such Joint Holder who is named first in the order of names will be entitled to vote.

13. Only bona fide members of the Company whose names appear on the Register of Members, will be permitted to attend the meeting through VC/OAVM. The Company reserves its right to take all necessary steps as may be deemed necessary to restrict non-members from attending the meeting.

14. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Act will be available for inspection by the Members in electronic mode during the EGM. Members who wish to inspect, may send their request through an email at cs@suditi.in up to the date of EGM.

15. Pursuant to Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide the facility of remote e-voting to all the members as per applicable Regulations relating to e-voting. The complete instructions on e-voting facility provided by the Company are annexed to this Notice, explaining the process of e-voting with necessary user id and password. Members who have cast their vote by remote-voting prior to the meeting may attend the meeting but will not be entitled to cast their vote again.

16. The Company has fixed Friday, January 09, 2026 as Cut-off date for determining the eligibility of Members entitled to vote at the EGM. The remote e-voting shall remain open for a period of 3 days commencing from Tuesday, January 13, 2026 (9.00 am) to Thursday, January 15, 2026 (5.00 pm) (both days inclusive).

17. The Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (FCS 10070; CP 12891) as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

18. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company/Electronic mode during normal business hours (10:00 hours to 16:00 hours) on all working days except Saturdays and Sundays, up to and including the date of the EGM of the Company. Members who wish to inspect, may send their request through an email at cs@suditi.in up to the date of EGM.

19. Information required under Regulation 36 of SEBI Listing Regulations and Secretarial Standards – SS 2 on General Meetings, for directors seeking appointment/re-appointment at the EGM is furnished as annexure to this Notice. The Directors have furnished consent/declarations for their appointment/re-appointment as required under the Act and rules made thereunder.

20. In line with the measures of “Green Initiatives”, the Act provides for sending Notice of the EGM and all other correspondences through electronic mode. Hence, Members who have not registered their mail IDs so far with their depository participants are requested to register their email ID for receiving all the communications including EGM Notices etc., in electronic mode. The Company is concerned about the environment and utilizes natural resources in a sustainable way.

21. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can only be transferred in demat form with effect from April 1, 2019, except in case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form. Members can contact the Company or our RTA for assistance in this regard.

22. The Securities and Exchange Board of India (‘SEBI’) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic mode are, therefore, requested to submit their PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical mode can submit their PAN to the Company / to our RTA.

23. Members who hold shares in physical mode in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to our RTA, for consolidation into a single folio.

24. Non-Resident Indian Members are requested to inform our RTA / respective depository participants, immediately of any:

25. a) Change in their residential status on return to India for permanent settlement.

26. b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

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

The remote e-voting period begins on Tuesday, January 13, 2026 at 09:00 A.M. and ends on Thursday, January 15, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, January 09, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, January 09, 2026.

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meetings 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. Existing IDeAS user 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 company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. 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

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 i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

4. 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 1. Users who have opted for CDSL Easi / Easiest facility, can login securities in demat mode with through their existing user id and password. Option will be made CDSL available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi

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 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 & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded 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 or joining virtual meeting & voting during the meeting.

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

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

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Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL
in demat mode with NSDL helpdesk by sending a request at evoting@nsdl.com or call at
022 - 4886 7000
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL
in demat mode with CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll free no.
1800-21-09911
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual
shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. 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.

3. 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.

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4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. 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 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12**
then your user ID is 12**
c) For Members holding shares in EVEN Number followed by Folio Number registered
Physical Form. with the company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login
and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you
need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open
the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in
physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for
those shareholders whose email ids are not registered.
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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. 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.

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

4. 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.

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

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

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

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

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

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. 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 compliance@mjshah.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / 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 Pallavi Mhatre at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for 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 cs@suditi.in

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 cs@suditi.in . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

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 December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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

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

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

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

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

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

1. Members will be provided with a facility to attend the EGM 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 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 cs@suditi.in . The same will be replied by the company suitably.

By order of Board of Directors For Suditi Industries Limited

Sd/- Pawan Agarwal Director DIN: 00808731

Place: Navi Mumbai Date: December 19, 2025

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD – 2 ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT AMENDMENT IN THE MEMORANDUM OF ASSOCIATION:

The Board of Directors of the Company in its meeting held on December 19, 2025, proposed increase in the Authorised Share Capital of the Company from Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/- (Rs. Ten Only) each to Rs. 70,00,00,000/- (Rupees Seventy Crores Only) divided into 7,00,00,000 (Seven Crores) Equity shares of Rs. 10/- (Rs. Ten Only) each subject to shareholder’s approval.

It is therefore proposed to increase the Authorised Share Capital of the Company by creation of 1,00,00,000 (One Crore) additional equity shares of Rs. 10/- each ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

As per the provisions of Sections 13 & 61 of the Companies Act, 2013, approval of the shareholders by way of an ordinary resolution is required to be accorded for alteration in the Memorandum of Association and for increasing the Authorised Share Capital of the Company.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection by the shareholders of the company.

Accordingly, the Board recommends the resolutions set out at Item No. 1 seeking approval of the Members for increasing the Authorised Share Capital of the Company and consequential amendment to the Memorandum of Association of the Company

None of the Directors or Key Managerial Personnel of the Company or their respective relatives are in any way concerned or interested, financially or otherwise in the said resolutions.

2. INCREASE IN THRESHOLD OF LOANS/GUARANTEES, PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate (including its subsidiary) from time to time, in compliance with the applicable provisions of the Act.

The provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date, provides that no company is permitted to, directly or indirectly, (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more.

Further, the said Section provides that where the giving of any loan or guarantee or providing any security or the acquisition as provided under Section 186(2) of the Act, exceeds the limits specified therein, prior approval of Members by means of a Special Resolution is required to be passed at a general meeting.

In view of the above and considering the long term business plans of the Company, which requires the Company to make sizeable loans / investments and issue guarantees / securities to persons or bodies corporate, from time to time, prior approval of the Members is being sought for enhancing the said limits.

Accordingly, the Board of Directors of the Company proposes to seek approval of shareholders by way of special resolution to authorize the Board to exercise powers for an amount not exceeding ₹ 500/- crore

(Rupees Five Hundred Crore Only) outstanding at any time not withstanding that such investments, outstanding loans given or to be given and guarantees and security provided are in excess of the limits prescribed under Section 186 of the Companies Act, 2013 and rules made thereunder.

Accordingly, the Board of Directors recommends the resolution set out at Item Nos. 2 of the Notice for approval of the members of the Company.

None of the Director(s), Key Managerial Personnel and their relatives is, in any way, concerned or interested, financially or otherwise, in the above referred resolutions except to the extent of their shareholding.

3. ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION (“MOA”) OF THE COMPANY:

Your Company is currently engaged in the business of export readymade garments made out of woven, knitted, felted, netted, looped or flocked fabrics made of all kinds of fiber whether natural, synthetic or man-made and to carry on the business of manufacturers, importers and exporters, whole-sale and retail dealers of and in hosiery goods of every kind, nature and description, for men, women and children including vests, underwears, socks, stockings, sweaters, laces. All the above proposed businesses have good potential and bright prospects for the Company. The above-mentioned new opportunities would allow the company to diversify its operation thereby, scaling up its growth, contributing immensely to the bottom line of the Company, and unlocking shareholder wealth.

On receipt of approval from the members, the Company shall commence these activities at the appropriate time as the Board deems fit after considering the potential opportunities and other factors to enter the market.

Further, to comply with the provisions of Section 4(1)(c), Section 13 and other applicable provisions, if any, of the Act, it is proposed to alter the existing Clause III (A) of the Memorandum of Association (“the MOA”) of the Company by including the new sub-clauses.

The Board of Directors, on December 19, 2025, approved the aforesaid alteration in the Object Clause of the MOA of the Company, subject to the approval of the Members of the Company and thereafter by the respective Registrar of Companies, Mumbai.

A copy of the MOA of the Company showing the proposed changes is available for inspection by the members at the Company’s registered office on any working day during business hours. Further, the amended copies of the MOA can be made available to the members concerned on demand for the purpose of verification by members.

Accordingly, the Board recommends the resolutions set out at Item No. 3 seeking approval of the Members for altering the Object clause of Memorandum of Association of the Company by way of a Special Resolution.

None of the directors or key managerial personnel or their relatives are concerned or interested, financially or otherwise, in the aforesaid resolutions.

4. RE-APPOINTMENT OF MR. RAJA GOPAL CHINRAJ (DIN: 00158832) AS A WHOLE TIME DIRECTOR

AND CEO OF THE COMPANY

Mr. Raja Gopal Chinraj (DIN: 00158832), aged 75 years (Date of Birth-25/03/1950), has been associated with the Company since May30, 2018 (effective from June 1, 2018) and was re-appointed as the Whole Time Director by way of a special resolution passed by the Members through postal Ballot on November 24, 2022 for a period of three years with effect from June 01, 2023 at such remuneration payable to Wholetime Director with power to make such variation, or increase therein as may be thought fit from time to time, but within the ceiling laid down in Schedule V of the Companies Act, 2013 or any statutory amendment or relaxation thereto.

Further, in view of the active involvement and effective performance of Mr. Raja Gopal Chinraj in transforming the Company, the Board of Directors at its meeting held on November 24, 2022, redesignated Mr. Raja Gopal Chinraj as the CEO & Whole Time Director of the Company. The present tenure of Mr. Raja Gopal Chinraj as CEO & Whole Time Director of the Company is due to expire on May 31, 2026.

Under the leadership of Mr. Raja Gopal Chinraj, the overall performance of the Company has improved significantly. Major steps taken by him towards new customer additions, plant accreditations, increase in production, foray into new geography etc. have resulted into a significant achievement in the financial turnaround of the business over the last three years. With his continuous efforts, commitment, dedication and skill of operational planning, the overall revenue of Company has grown up during the last three years.

The Company has overcome with its losses and made a profit during the financial year ended March 31, 2025. Considering the responsibilities being shouldered by Mr. Raja Gopal Chinraj and his valuable contributions towards the growth of the Company since his re-appointment as CEO & Whole Time Director, on December 19, 2025 recommended to the Board the re-appointment of Mr. Raja Gopal Chinraj as CEO & Whole Time Director, aged 75 years (attainment of age of more than 70 years) for a period of three years w.e.f. June 01, 2026 on payment of remuneration as mentioned in the resolution set out at item no. 4.

Accordingly, the Board of Directors at its meeting held on December 19, 2025 approved the reappointment of CEO & Whole Time Director upon the attainment of age of more than 70 years for a period of three years with effect from June 01, 2026 to May 31, 2029 on payment of remuneration in terms of the applicable provisions of the Act, subject to approval of the Members of the Company. The Company has received requisite consent/disclosure(s) as required under the Act and Rules framed thereunder from Mr. Raja Gopal Chinraj for considering his re-appointment.

Mr. Raja Gopal Chinraj also satisfies the conditions as set out in Section 196 and Schedule V of the Act for being eligible for re-appointment. The Company has not committed any default in payment of dues to any bank or public financial institution or any other secured creditors. Further, Mr. Raja Gopal Chinraj is not debarred from holding the office of a director by virtue of any SEBI order or any other such authority.

Broad particulars of the terms of re-appointment of and remuneration payable to Shri. Rajagopal Raja Chinraj (DIN: 00158832) are as under:

a) Salary: Salary, House Rent, and other monthly allowances: Not exceeding Rs.2,55,000/- per month.

b) Perquisites: The following perquisites shall be allowed in addition to salary and commission.

1. Company's contribution towards Provident Fund if applicable as per the rules of the Company but not exceeding 12% of the salary.

2. Encashment of Leave at the end of the tenure as per the company rules.

3. Annual Ex-gratia for the year subject to the maximum of one month basic salary in lieu of gratuity.

In addition to above the Executive Director shall be entitled to claim reimbursement of all expenses incurred exclusively for the business purposes or promotion of the business activities of the company or incurred on behalf of the company in the normal course of the business.

In case of inadequacy of profit or absence of profit under Sections 197, 198 of the Act in any particular financial year comprised in the period of appointment, the maximum salary payable shall be not exceeding Rs. 2,55,000/- per month. Under such circumstances, no commission would be payable. Details of directorship and the membership of Committees held by Mr. Raja Gopal Chinraj are as under:

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1. Directorships held in other Companies Chendur Dress Manufacturers P. Ltd.
2. Chairman/ Member in the Chairmanship: NIL
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1. 2.	Directorships held in other Companies Chairman/ Member in the	Chendur Dress Manufacturers P. Ltd. Chairmanship: NIL
	Committees of the Boards of other	Member of Audit Committee:	1
	companies in which he is Director*	Member of stakeholders Committee: 0

• Committee membership includes only Audit Committee and Stakeholders’ Relationship Committee of Public Limited Company (Both Listed and Unlisted)

Mr. Raja Gopal Chinraj has not resigned from listed entities during the last three years. He had attended all 7 board meetings of the Company during the financial year 2024-25.

Disclosures pursuant to Section II of Part II of Schedule V of the Companies Act 2013:

I. General information:

• (1) Nature of industry: Textiles.

• (2) Date or expected date of commencement of commercial production: The Company has commenced activities

• (3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

• (4) Financial performance based on given indicators:

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Particulars Amount (Rs. In Lakhs) Amount (Rs. In Lakhs)
2024-25 2023-24
Total Revenue and other income 8653 . 91 6,320 . 27
Total Expenses 121 . 91 ( 1216 . 08 )
Profit After Tax (Rs.) 121 . 91 ( 1216 . 08 )
EPS (Face Value Rs. 10/-) -Basic 0.85 (4.48)
EPS (Face Value Rs. 10/-) - 0.84 (4.48)
Diluted
Net Worth (Rs.) 4888.81 207.79
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• (5) Foreign investments or collaborations, if any.:

Details of Foreign Investment as on 30.09.2025

Sr. No.	Category of Shareholder	No. of Shares	% of shares
1.	NRI	286753	0.72

II. Information about the appointee:

• (1) Background details:

• (i) AGE: 75 years

• (ii) Date of Birth: 25/03/1950

• (iii) Qualification: B. Tech (Textiles) and Post Graduate Diploma In Wet Processing From Mumbai

• (iv) Specialisation: Shri. Rajagopal Raja Chinraj has wide experience in the textile industry spanning over a period of approx 44 years. He has started his carrier as a Senior Scientist in SAMIRA. He has worked in various capacity like Quality and research officer, processing Manager, Deputy General Manager, Project Manager, Production Manager before joining the company as Works manger in 1993 and later became president of the company. During the span of the professional carrier, he has worked in various organisations including three years period in King carpets, Lagos, Nigeria and also has work exposure in Barnsley, Yorkshire (UK)

(2) Past remuneration: Salary, House Rent, and other monthly allowances: Not exceeding Rs.2,55,000/per month

(3) Recognition or awards: NIL

• (4) Job Profile and suitability: Wholetime Director. He is most suitable candidate to the present job.

(5) Remuneration proposed: Salary, House Rent, and other monthly allowances: Not exceeding Rs. 2,55,000/- per month inclusive of all perquisites, allowances and gratuity with further liberty and power to the Board of Directors (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution), as it deem fit, to increase the remuneration upto 15% of the last drawn remuneration every year with effect from 1st June of the financial year commencing from the financial year 2025-26.

(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Considering the size of the Company, the remuneration proposed is comparable with the similar position in the industry.

(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any.: Mr. Raja gopal Chinraj is not related, directly or indirectly, to any other Director or Key Managerial Personnel of the Company. He holds 28,357 equity Shares of the Company. Apart from holding position of the CEO& Whole Time Director and shareholding as disclosed, Mr. Raja Gopal Chinraj has no pecuniary relationship with the Company, directly or indirectly.

III. Other information:

(1) Reasons of loss or inadequate profits: Various factors such as political boundaries, global recession, and increase in raw material prices may adversely affect the business growth of the Company.

(2) Steps taken or proposed to be taken for improvement: The Company is expanding geographically with acquisition of new customers based in the existing market and foray into new markets. The Company has also developed and delivered successfully the new grade products in critical categories. The Company is confident of improving its performance and profitability over the coming years.

(3) Expected increase in productivity and profits in measurable terms: The company is expected to register better performance in the current financial year.

The Board recommends passing of the special resolution as set out at item no.4 of the accompanying Notice for approval by the Members of the Company.

Except Mr. Raja Gopal Chinraj (DIN: 00158832) to the extent of their shareholding in the Company, none of the Directors and Key Managerial Personnel or their relatives are in any way concerned or interested, whether financially or otherwise, in the Special Resolution as set out at item no.4.

5. ISSUE OF 72,67,667 WARRANTS, CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO NON-PROMOTER CATEGORY:

The Board of Directors of the Company in its meeting held on December 19, 2025, subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of Warrants up to 72,67,667 (Seventy Two Lakhs Sixty Seven Thousand Six Hundred and Sixty Seven) Warrants convertible into equivalent number of Equity Shares of a face value of Rs. 10/- (Rupees Ten Only) each of the Company (“Warrants”), at an issue price of Rs. 59.12/- (Rupees Fifty Nine and Twelve paisa Only) including premium of Rs. 49.12/- (Rupees Forty Nine and Twelve paisa Only) each per Warrant at the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR Regulations (‘Warrant Issue Price’) aggregating to an amount not exceeding Rs. 42,96,64,473/- (Rupees Forty Two Crores Ninety Six Lakhs Sixty Four Thousand Four Hundred and Seventy Three Only) to the proposed allottees.

Necessary information or details in respect of the proposed Preferential Issue of Warrants in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”) are as under:

1. The objects of the preferential issue:

The Company intends to utilize the proceeds raised through the Preferential Issue (“Issue Proceeds”) towards the following objects:

(a) Capital Investment/capex requirement- meeting the capital expenditure requirements of the Company, including expansion, modernisation and upgradation of its existing facilities, opening new stores for the recently acquired kids wear brand Gini & Jony, acquisition of plant and machinery, investment in technology, automation and infrastructure, and creation or enhancement of long-term assets, with the objective of improving operational efficiency, increasing capacity and supporting the Company’s future growth plans.

(b) Working Capital Requirements

A portion of the proceeds of the Preferential Issue will be utilised towards meeting the incremental working capital requirements of the Company arising in the ordinary course of its business. Such utilisation shall, inter alia, include funding for procurement of raw materials, meeting operating and administrative expenses, servicing of short-term working capital borrowings, and supporting day-to-day business operations, with a view to ensuring liquidity, operational continuity and improved financial flexibility.

(c) Up to 25% (twenty five percent) of the Issue Proceeds will be utilized for general corporate purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws (referred to below as “General Corporate Purposes”) (collectively referred to below as the “Objects”)

Utilization of Issue Proceeds

Given that the funds to be received against Warrant conversion will be in tranches and the quantum of funds required on different dates may vary, therefore, the broad range of intended use of the Issue Proceeds for the above Objects is set out hereinbelow:

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Sr. Particulars Total estimated Tentative timeline for
no. amount to be utilization of issue
utilized. proceeds for each of
(Amount in INR) * the object
1 Capital Investment/capex requirement 15,32,58,563 December 31, 2027
2 Working Capital Requirement 10,74,16,118 December 31, 2027
3 General Corporate Purpose 16,89,89,792 December 31, 2027
Total 42,96,64,473
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* Contingent upon full subscription of offer and considering 100% conversion of Warrants into Equity Shares

The Main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap which shall not exceed +/- 10% of the amount specified for that object of size of the Preferential Issue in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022.

Till such time the issue proceeds are fully utilized, the issue proceeds will be kept either in the Corporate Bank Account(s) of the Company or it shall be parked in the form of fixed

Deposit(s)/Investment in Debt Mutual funds and money market instruments. The Company shall not invest in risk-taking and/or capital eroding instruments.

2. Particulars of the offer including the maximum number of specified securities to be issued.

Preferential issue of 72,67,667 (Seventy Two Lakhs Sixty Seven Thousand Six Hundred and Sixty Seven) Fully Convertible Warrants of face value of Rs. 10/- (Rupees Ten Only) each at an issue price not exceeding Rs. 59.12/- (Rupees Fifty Nine and Twelve paisa Only) including premium of Rs. 49.12/(Rupees Forty Nine and Twelve paisa Only)each per Warrant (‘Warrant Issue Price’) aggregating to an amount not exceeding Rs. 42,96,64,473/- (Rupees Forty Two Crores Ninety Six Lakhs Sixty Four Thousand Four Hundred and Seventy Three Only), in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

3. Relevant Date with reference to which the price has been arrived at:

In terms of the provisions of Chapter V of ICDR Regulations, the relevant date for determining the minimum issue price of Warrants shall be Wednesday, December 17, 2025, being the date 30 days prior to the date of the Extra Ordinary General Meeting of the Company scheduled to be held, i.e., Friday, January 16, 2026.

4. Basis on which the price has been arrived at and justifcation for the price (including premium, if any):

The Equity Shares of Company are listed and frequently traded on Bombay Stock Exchange Ltd (“BSE”). Further, the Articles of Association of the Company don’t contain any article which provides for determination of price in case of preferential issue.

In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the securities may be issued computes to Rs. 59.12/- (Rupees Fifty Nine and Twelve Paisa Only) per warrant, being higher of the following:

• a. the 90 (Ninety) trading days volume weighted average price of the Equity Shares of the Company quoted on the BSE, preceding the Relevant Date i.e. Rs. 59.12/-; or

• b. the 10 (Ten) trading days volume weighted average price of the Equity Shares of the Company quoted on the BSE, preceding the Relevant Date i.e. Rs. 59.08/-.

Further a certificate has been obtained from M/s. Mitesh J. Shah & Associates, Practicing Company Secretary certifying compliance with the Floor Price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of the Chapter V of SEBI ICDR Regulation.

Since, the Proposed Preferential Issue is not expected to result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, the Company is not required to obtain a valuation report from an independent registered valuer and consider the same for determining the price .

Pursuant to the above, the minimum issue price determined in accordance with regulations 164(1) read with regulation 166 and 166A of Chapter V of SEBI ICDR Regulations is Rs. 59.12/- (Rupees Fifty Nine and Twelve Paisa only).

5. Amount which the Company intends to raise by way of such securities.

The company intends to raise an amount not exceeding Rs. 42,96,64,473/- (Rupees Forty Two Crores Ninety Six Lakhs Sixty Four Thousand Four Hundred and Seventy Three Only).

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

None of the directors, promoters, Key Managerial Personnel or senior Management intend to subscribe to the preferential issue.

7. Time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, the Warrants shall be allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this Resolution provided that where the allotment of the proposed Warrants is pending on account of receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

The warrants may be exercised by the proposed allottees, in one or more tranches, at any time on or before the expiry of 18 (Eighteen) months from the date of allotment of the warrants by issuing a written notice to the Company specifying the number of warrants proposed to be exercised along with the aggregate amount payable thereon.

The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of equity shares in dematerialized form.

8. Name of the proposed allottees of warrants along with their PAN Number, class and percentage of

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post Preferential Issue capital that may be held by them:
The details are as follows:.
Sr. Name of the Proposed Class Pre-Issue Issue of Post Issue
No Allottee of Warrants (Promot Shareholding Warrants Shareholding after
er (Present Conversion of
/Non- Issue) Warrants
Promote No. of % of (No.) No. of % of
r) Shares Share Shares Share
holding holding
1. Non-
Capwise Financial Services 1.08
Private Limited Promoter 0 0.00 6,66,800 6,66,800
2. Non-
0.62
Ishita Tanted Promoter 0 0.00 3,81,000 3,81,000
3. Non-
0.41
Yogesh Jain Promoter 0 0.00 2,54,000 2,54,000
4. Non-
0.21
Sushil R Gadia Promoter 0 0.00 1,27,000 1,27,000
5. Non-
0.21
Sunil R Gadia Promoter 0 0.00 1,27,000 1,27,000
6. Non-
Uniworth Creation Private
0.43
Limited Promoter 0 0.00 2,66,800 2,66,800
7. Non-
0.27
Alkaloids Private Limited Promoter 0 0.00 1,66,800 1,66,800
8. Non-
0.10
Abhishek Mundra Promoter 0 0.00 63,600 63,600
9. Non-
0.10
Aditya Jakhodia Promoter 0 0.00 63,600 63,600
10. Non-
0.10
Vibha Jain Promoter 0 0.00 63,600 63,600
11. Non-
Neo Markets Private
0.22
Limited Promoter 0 0.00 1,33,400 1,33,400
12. Non-
0.05
Promoter
Swara Ventures LLP 0 0.00 33,400 33,400
13. Anshul Jain Non- 0 0.00 0.02
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Promoter 13,400 13,400
14. Non-
0.22
Mapkas Advisors LLP Promoter 0 0.00 1,33,400 1,33,400
15. Non-
0.22
Amit Agrawal Promoter 0 0.00 1,33,400 1,33,400
16. Non-
Lord's Multigrowth Fund Promoter 0 0.00 84,600 84,600 0.14
17. Non-
0.10
Abhishek Sancheti Promoter 0 0.00 63,600 63,600
18. Non-
0.10
Shrey Loonker Promoter 0 0.00 63,600 63,600
19. Non-
Venkatchalam Arakoni
0.62
Ramaswamy Promoter 0 0.00 3,81,000 3,81,000
20. Non-
0.62
Sanjay Thakur - HUF Promoter 0 0.00 3,81,000 3,81,000
21. Non-
0.43
Rajesh Palviya Promoter 0 0.00 2,66,667 2,66,667
22. Non-
0.32
Yesha Vivek Parikh Promoter 0 0.00 2,00,000 2,00,000
23. Non-
1.21
Sushil Sheoduttrai Sanghai Promoter 0 0.00 7,50,000 7,50,000
24. Non-
0.97
Promoter
Varsha Jaikishan Lakhani 0 0.00 6,00,000 6,00,000
25. Non-
0.32
Anil Harichand Lakhani Promoter 0 0.00 2,00,000 2,00,000
26. Non-
0.48
Promoter
Kiran Prakash Lakhani 0 0.00 3,00,000 3,00,000
27. Non-
0.08
Promoter
Sailesh Bansilal Kukreja 0 0.00 50,000 50,000
28. Non-
1.29
Roshni Lakhani Maheshwari Promoter 0 0.00 8,00,000 8,00,000
29. Non-
0.08
Nitu Ashish Bansal Promoter 0 0.00 50,000 50,000
30. Non-
Sunil Krishnan
0.48
Chakravarthy Promoter 0 0.00 3,00,000 3,00,000
31. Non-
0.24
Chandan Kumar Mohanty Promoter 0 0.00 1,50,000 1,50,000
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# ~~T~~ he post-shareholding figures are derived under the assumption that all proposed warrants and equity shares will be subscribed, and that all warrants will subsequently be exercised or converted into equity shares.

9. The Shareholding pattern of the Company before and after the Preferential Issue:

The shareholding pattern of the Company before and after considering the preferential issues under this Notice is provided in an Annexure I forming part of this Notice.

10. Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be

allotted under this Notice is provided in an Annexure II forming part of this Notice.

11. Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Warrants and including the conversion thereof into Equity Shares of the Company.

1. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

During the year, the Company has not allotted any securities on a preferential basis.

13. Undertaking as to Re-computation of the share price:

Since the Equity Shares of the Company are listed on recognized stock exchanges for more than 90 (Ninety) trading days, the price computation and lock-in extensions, required pursuant to Regulations 164(3) and 167(5) of the SEBI (ICDR) Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the SEBI (ICDR) Regulations are not applicable.

14. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a wilful defaulter or a fraudulent borrower:

Neither the Company nor its promoters nor the Directors of the Company have been identified as willful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

15. The current and proposed status of the allottee of warrant post the preferential issue namely, nonpromoter investors:

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Current Status of Proposed Status of the
Sr. Name of the Proposed the Proposed Proposed Allottee of
No. Allottee of warrants Allottee of warrants post the
warrants preferential issue
Capwise Financial Services Non-Promoter Non-Promoter
1.
Private Limited
2. Ishita Tanted Non-Promoter Non-Promoter
3. Yogesh Jain Non-Promoter Non-Promoter
4. Sushil R Gadia Non-Promoter Non-Promoter
5. Sunil R Gadia Non-Promoter Non-Promoter
Uniworth Creation Private Non-Promoter Non-Promoter
6.
Limited
7. Alkaloids Private Limited Non-Promoter Non-Promoter
8. Abhishek Mundra Non-Promoter Non-Promoter
9. Aditya Jakhodia Non-Promoter Non-Promoter
10. Vibha Jain Non-Promoter Non-Promoter
11. Neo Markets Private Limited Non-Promoter Non-Promoter
12. Swara Ventures LLP Non-Promoter Non-Promoter
13. Anshul Jain Non-Promoter Non-Promoter
14. Mapkas Advisors LLP Non-Promoter Non-Promoter
15. Amit Agrawal Non-Promoter Non-Promoter
16. Lord's Multigrowth Fund Non-Promoter Non-Promoter
17. Abhishek Sancheti Non-Promoter Non-Promoter
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18. Shrey Loonker Non-Promoter Non-Promoter
Venkatchalam Arakoni Non-Promoter Non-Promoter
19.
Ramaswamy
20. Sanjay Thakur - HUF Non-Promoter Non-Promoter
21. Rajesh Palviya Non-Promoter Non-Promoter
22. Yesha Vivek Parikh Non-Promoter Non-Promoter
23. Sushil Sheoduttrai Sanghai Non-Promoter Non-Promoter
24. Varsha Jaikishan Lakhani Non-Promoter Non-Promoter
25. Anil Harichand Lakhani Non-Promoter Non-Promoter
26. Kiran Prakash Lakhani Non-Promoter Non-Promoter
27. Sailesh Bansilal Kukreja Non-Promoter Non-Promoter
28. Roshni Lakhani Maheshwari Non-Promoter Non-Promoter
29. Nitu Ashish Bansal Non-Promoter Non-Promoter
30. Sunil Krishnan Chakravarthy Non-Promoter Non-Promoter
31. Chandan Kumar Mohanty Non-Promoter Non-Promoter
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16. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable

17. Lock-in-period:

The Warrants and Equity Shares allotted upon conversion of Warrants shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations.

The entire pre-preferential allotment shareholding of all the allottees shall be locked-in from the relevant date up to a period of 90 (Ninety) trading days from the date of the allotment of Warrants as specified under Regulation 167(6) of the SEBI (ICDR) Regulations.

18. Practicing Company Secretary’s Certifcate:

The certificate from M/s. Mitesh J. Shah, Practicing Company Secretary, having his office at 104, 1[st] – Floor, C-Wing, Hetal Arch, S.V. Road, Opp. Natraj Market, Malad West, Mumbai 400064, MH, In, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations shall be available for inspection to the Members at the Meeting and is made available on the website of the Company at https://suditi.in/.

19. Undertaking:

In terms of the ICDR Regulations, the Company hereby undertakes that:

a) It would re-compute the price of the securities specified above in terms of the Provisions of the SEBI (ICDR) Regulations, where it is required to do so.

b) If the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the above specified securities shall continue to be locked in till the time such amount is paid by allottee.

c) The Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI Listing Regulations.

20. Other disclosures:

• a. The Company is eligible to make the Preferential Issue under Chapter V of the SEBI (ICDR) Regulations;

• b. Neither the Company nor its directors or Promoters have been declared as willful defaulter or a fraudulent borrower as defined under the SEBI (ICDR) Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations;

• c. The proposed allottee of warrants has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.

• d. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company but failed to exercise them.

• e. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the listing agreement with the Stock Exchange(s) where the equity shares of the Company are listed.

• f. The issue of Equity Shares after conversion shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company and shall be made in a dematerialized format only.

• g. The Equity Shares being issued after the conversion of warrants shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

• h. The raising of capital pursuant to the proposed resolution is subject to force majeure circumstances and conditions conducive capital market environment.

Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for authorizing the Board of Directors of the Company to create, offer, issue and allot convertible warrants as specifically described in the resolutions set out at Item No.: 05 of this Notice.

The Board of Directors believes that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in the Item No.: 05 in the accompanying notice for approval by the Members.

None of the Directors, Key Managerial Personnel or their respective relatives to the extent of their shareholding are, in any way, concerned or interested, financially or otherwise, in the said resolution.

6. ISSUE OF 26,90,733 EQUITY SHARES ON PREFERENTIAL BASIS TO THE PERSONS BELONGING TO THE NON-PROMOTER CATEGORY:

The Board of Directors of the Company in its meeting held on December 19, 2025, subject to the approval of members, has approved the proposal for raising funds and allot by way of preferential issue of Equity Share up to 26,90,733 (Twenty Six Lakhs Ninety Thousand Seven Hundred and Thirty Three Only) of a face value of Rs. 10/- (Rupees Ten Only) each fully paid-up, for cash, to be issued at a price of Rs. 59.12/(Rupees Fifty Nine and Twelve paisa Only) including premium of Rs. 49.12/- (Rupees Forty Nine and Twelve paisa Only) each per Equity share at the price as determined by the board in accordance with the pricing guidelines prescribed under Chapter VI of the SEBI ICDR Regulations (‘Issue Price’) aggregating to an amount not exceeding Rs. 15,90,76,135/- (Rupees Fifteen Crores Ninety Lakhs Seventy Six Thousand One Hundred and Thirty Five Only) , to the proposed allottees.

Necessary information or details in respect of the proposed Preferential Issue of Equity Shares in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”) are as under:

1. The objects of the preferential issue:

The Company intends to utilize the proceeds raised through the Preferential Issue ((“Issue Proceeds”) towards the following objects:

(a) Capital Investment/capex requirement- meeting the capital expenditure requirements of the Company, including expansion, modernisation and upgradation of its existing facilities, opening new stores for the recently acquired kids wear brand Gini & Jony, acquisition of plant and machinery, investment in technology, automation and infrastructure, and creation or enhancement of long-term assets, with the objective of improving operational efficiency, increasing capacity and supporting the Company’s future growth plans.

(b) Working Capital Requirements

A portion of the proceeds of the Preferential Issue will be utilised towards meeting the incremental working capital requirements of the Company arising in the ordinary course of its business. Such utilisation shall, inter alia, include funding for procurement of raw materials, meeting operating and administrative expenses, servicing of short-term working capital borrowings, and supporting day-to-day business operations, with a view to ensuring liquidity, operational continuity and improved financial flexibility.

(c) Up to 25% (twenty five percent) of the Issue Proceeds will be utilized for general corporate purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws (referred to below as “General Corporate Purposes”) (collectively referred to below as the “Objects”)

Utilization of Issue Proceeds

The broad range of intended use of the Issue Proceeds for the above Objects is set out hereinbelow:

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Sr. Particulars Total estimated Tentative timeline for
no. amount to be utilization of issue
utilized. proceeds for each of
(Amount in INR) * the object
1 Capital Investment/capex requirement 5,67,41,437 December 31, 2027
2 Working Capital Requirement 6,25,65,664 December 31, 2027
3 General Corporate Purpose 3,97,69,034 December 31, 2027
Total 15,90,76,135
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* Contingent upon full subscription of offer

The Main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Our fund requirements and deployment of the proceeds of the Preferential Issue are based on the internal management estimates and it may change subject to range gap which shall not exceed +/- 10% of the amount specified for that object of size of the Preferential Issue in accordance with BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022.

Till such time the issue proceeds are fully utilized, the issue proceeds will be kept either in the Corporate Bank Account(s) of the Company or it shall be parked in the form of fixed Deposit(s)/Investment in Debt Mutual funds and money market instruments. The Company shall not invest in risk-taking and/or capital eroding instruments.

2. Particulars of the offer including the maximum number of specified securities to be issued

Preferential issue of Equity Share up to 26,90,733 (Twenty Six Lakhs Ninety Thousand Seven Hundred and Thirty Three Only) Equity Shares of the Face Value of Rs. 10/- (Rupees Ten Only) ) each fully paidup, for cash, to be issued at a price of Rs. 59.12/- (Rupees Fifty Nine and Twelve paisa Only) including premium of Rs. 49.12/- (Rupees Forty Nine and Twelve paisa Only) each per Equity Share (“Issue Price”) aggregating to an amount not exceeding Rs. 15,90,76,135/- (Rupees Fifteen Crores

Ninety Lakhs Seventy Six Thousand One Hundred and Thirty Five Only) , in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

3. Relevant Date with reference to which the price has been arrived at:

In terms of the provisions of Chapter V of ICDR Regulations, the relevant date for determining the minimum issue price of Warrants shall be Wednesday, December 17, 2025, being the date 30 days prior to the date of the Extra Ordinary General Meeting of the Company scheduled to be held, i.e., Friday, January 16, 2026.

4. Basis on which the price has been arrived at and justifcation for the price (including premium, if any):

The Equity Shares of Company are listed and frequently traded on Bombay Stock Exchange Ltd (“BSE”) Further, the Articles of Association of the Company don’t contain any article which provides for determination of price in case of preferential issue.

In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the securities may be issued computes to Rs. 59.12 (Rupees Fifty Nine and Twelve Paisa Only) per equity share, being higher of the following:

• a. the 90 (Ninety) trading days volume weighted average price of the Equity Shares of the Company quoted on the BSE, preceding the Relevant Date i.e. Rs. 59.12/-; or

• b. the 10 (Ten) trading days volume weighted average price of the Equity Shares of the Company quoted on the BSE, preceding the Relevant Date i.e. Rs. 59.08/-.

Further a certificate has been obtained from M/s. Mitesh J. Shah & Associates, Practicing Company Secretary certifying compliance with the Floor Price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of the Chapter V of SEBI ICDR Regulation.

Since, the Proposed Preferential Issue is not expected to result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, the Company is not required to obtain a valuation report from an independent registered valuer and consider the same for determining the price.

Pursuant to the above, the minimum issue price determined in accordance with regulations 164(1) read with regulation 166 and 166A of Chapter V of SEBI ICDR Regulations is Rs. 59.12/- (Rupees Fifty Nine and Twelve Paisa only).

5. Amount which the Company intends to raise by way of such securities.

The company intends to raise an amount not exceeding Rs. 15,90,76,135/- (Rupees Fifteen Crores Ninety Lakhs Seventy Six Thousand One Hundred and Thirty Five Only)

6. Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the Preferential Offer:

None of the directors, promoters, Key Managerial Personnel or senior Management intend to subscribe to the preferential issue.

7. Time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, the Equity Shares shall be allotted by the Company within a period of 15 (Fifteen) days from the date of passing of this Resolution provided that where the allotment of the proposed Equity Shares is pending on account of receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

8. Name of the proposed allottees of Share along with their PAN Number, class and percentage of post Preferential Issue capital that may be held by them:

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Sr. Names of the Class Pre-Issue Issue of Post Issue Shareholding after
No. Proposed (Promoter Shareholding Equity issue of securities
Allottees of /Non- No. of % of (Present No. of Shares % of Share
Equity Shares Promoter) Shares Share Issue) (No.) holding
holdin
g
1 Capwise Non-
Financial Promoter
Services
Private
Limited 0 0.00 3,33,400 3,33,400 0.54
2 Ishita Tanted Non-
Promoter 0 0.00 1,90,500 1,90,500 0.31
3 Yogesh Jain Non-
Promoter 0 0.00 1,27,000 1,27,000 0.21
4 Sushil R Gadia Non-
Promoter 0 0.00 63,500 63,500 0.10
5 Sunil R Gadia Non-
Promoter 0 0.00 63,500 63,500 0.10
6 Uniworth Non-
Creation Promoter
Private
Limited 0 0.00 1,33,400 1,33,400 0.22
7 Alkaloids Non-
Private Promoter
Limited 0 0.00 83,400 83,400 0.13
8 Abhishek Non-
Mundra Promoter 0 0.00 31,800 31,800 0.05
9 Aditya Non-
Jakhodia Promoter 0 0.00 31,800 31,800 0.05
10 Vibha Jain Non-
Promoter 0 0.00 31,800 31,800 0.05
11 Neo Markets Non-
Private Promoter
Limited 0 0.00 66,700 66,700 0.11
12 Swara Non-
Ventures LLP Promoter 0 0.00 16,700 16,700 0.03
13 Anshul Jain Non-
Promoter 0 0.00 6,700 6,700 0.01
14 Mapkas Non-
Advisors LLP Promoter 0 0.00 66,700 66,700 0.11
15 Amit Agrawal Non-
Promoter 0 0.00 66,700 66,700 0.11
16 Lord's Non-
Multigrowth Promoter
Fund 0 0.00 84,600 84,600 0.14
17 Neha Naneria Non-
Promoter 0 0.00 1,69,200 1,69,200 0.27
18 Abhishek Non-
Sancheti Promoter 0 0.00 31,800 31,800 0.05
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19 Shrey Loonker Non-
Promoter 0 0.00 31,800 31,800 0.05
20 Aditya Kumar Non-
Jain Promoter 0 0.00 95,400 95,400 0.15
21 Venkatchalam Non-
Arakoni Promoter
Ramaswamy 0 0.00 1,90,500 1,90,500 0.31
22 Sanjay Thakur Non-
- HUF Promoter 0 0.00 1,90,500 1,90,500 0.31
23 Jaya R Jain Non-
Promoter 0 0.00 1,00,000 1,00,000 0.16
24 Rajesh Palviya Non-
Promoter 0 0.00 1,33,333 1,33,333 0.22
25 Yesha Vivek Non-
Parikh Promoter 0 0.00 1,00,000 1,00,000 0.16
26 Sushil Non-
Sheoduttrai Promoter
Sanghai 0 0.00 2,50,000 2,50,000 0.40
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• # ~~T~~ he post-shareholding figures are derived under the assumption that all proposed warrants and equity shares will be subscribed, and that all warrants will subsequently be exercised or converted into equity shares.

9. The Shareholding pattern of the Company before and after the Preferential Issue:

The shareholding pattern of the Company before and after considering the preferential issues under this Notice is provided in an Annexure I forming part of this Notice.

10. Identity of the natural persons who are the ultimate benefcial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee:

Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted under this Notice is provided in an Annexure II forming part of this Notice.

11. Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Shares.

1. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

During the year, no allotment has been made by the Company on a preferential basis.

13. Undertaking as Re-computation of the share price:

Since the Equity Shares of the Company are listed on recognized stock exchanges for more than 90 (Ninety) trading days, the price computation and lock-in extensions, required pursuant to Regulations 164(3) and 167(5) of the SEBI (ICDR) Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the SEBI (ICDR) Regulations are not applicable.

14. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of the promoters or directors is a willful defaulter or a fraudulent borrower:

Neither the Company nor its promoters nor the Directors of the Company have been identified as willful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

15. The current and proposed status of the allottee of equity shares post the preferential issue namely, - promoter or non promoter investors:

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Current Status of the Proposed Status of the
Sr. Names of the Proposed Allottees of Proposed Allottee of Proposed Allottee of
No. Equity Shares equity shares equity shares post the
preferential issue
1 Capwise Financial Services Private Limited Non- Promoter Non-Promoter
2 Ishita Tanted Non- Promoter Non-Promoter
3 Yogesh Jain Non- Promoter Non-Promoter
4 Sushil R Gadia Non- Promoter Non-Promoter
5 Sunil R Gadia Non- Promoter Non-Promoter
6 Uniworth Creation Private Limited Non- Promoter Non-Promoter
7 Alkaloids Private Limited Non- Promoter Non-Promoter
8 Abhishek Mundra Non- Promoter Non-Promoter
9 Aditya Jakhodia Non- Promoter Non-Promoter
10 Vibha Jain Non- Promoter Non-Promoter
11 Neo Markets Private Limited Non- Promoter Non-Promoter
12 Swara Ventures LLP Non- Promoter Non-Promoter
13 Anshul Jain Non- Promoter Non-Promoter
14 Mapkas Advisors LLP Non- Promoter Non-Promoter
15 Amit Agrawal Non- Promoter Non-Promoter
16 Lord's Multigrowth Fund Non- Promoter Non-Promoter
17 Neha Naneria Non- Promoter Non-Promoter
18 Abhishek Sancheti Non- Promoter Non- Promoter
19 Shrey Loonker Non- Promoter Non- Promoter
20 Aditya Kumar Jain Non- Promoter Non- Promoter
21 Venkatchalam Arakoni Ramaswamy Non- Promoter Non- Promoter
22 Sanjay Thakur - HUF Non- Promoter Non- Promoter
23 Jaya R Jain Non- Promoter Non- Promoter
24 Rajesh Palviya Non- Promoter Non- Promoter
25 Yesha Vivek Parikh Non- Promoter Non- Promoter
26 Sushil Sheoduttrai Sanghai Non- Promoter Non- Promoter
16. Justification for the allotment proposed to be made for consideration other than cash together
with valuation report of the registered valuer:
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Not applicable

17. Lock-in-period:

The Equity Shares allotted shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations. The entire pre-preferential allotment shareholding of all the allottees of equity shares shall be locked-in as specified under Regulation 167(6) of the SEBI (ICDR) Regulations.

18. Practicing Company Secretary’s Certifcate:

The certificate from M/s. Mitesh J. Shah, Practicing Company Secretary, having his office at 104, 1[st] – Floor, C-Wing, Hetal Arch, S.V. Road, Opp. Natraj Market, Malad West, Mumbai 400064, MH, In, certifying that the Preferential Issue is being made in accordance with the requirements contained in

the SEBI (ICDR) Regulations shall be available for inspection to the Members at the Meeting and is made available on the website of the Company at https://suditi.in/.

19. Undertaking:

In terms of the ICDR Regulations, the Company hereby undertakes that:

a) It would re-compute the price of the securities specified above in terms of the Provisions of the SEBI (ICDR) Regulations, where it is required to do so.

b) If the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the above specified securities shall continue to be locked in till the time such amount is paid by allottee.

c) The Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI Listing Regulations.

20. Other disclosures:

• a. The Company is eligible to make the Preferential Issue under Chapter V of the SEBI (ICDR) Regulations;

• b. Neither the Company nor its directors or Promoters have been declared as willful defaulter or a fraudulent borrower as defined under the SEBI (ICDR) Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations;

• c. The proposed allottee of equity shares has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.

• d. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company but failed to exercise them.

• e. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the listing agreement with the Stock Exchange(s) where the equity shares of the Company are listed.

• f. The issue of Equity Shares shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company and shall be made in a dematerialized format only.

• g. The Equity Shares being issued shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

• h. The raising of capital pursuant to the proposed resolution is subject to force majeure circumstances and conditions conducive capital market environment.

Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for authorizing the Board of Directors of the Company to create, offer, issue and allot equity shares as specifically described in the resolutions set out at Item No.: 06 of this Notice.

The Board of Directors believe that the proposed issue of equity shares is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in the Item No.: 06 in the accompanying notice for approval by the Members.

None of the Directors, promoter or Key Managerial Personnel to the extent of their respective shareholding, are in any way, concerned or interested, financially or otherwise, in the said resolution.

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ANNEXURE I:
(Shareholding pattern of the Company before and after the Preferential Issue)
Shareholding Post
Preferential Issue
Pre-Issue Shareholding (as on
(Conversion of warrants
December 06, 2024)
Sr and preferential issue of
No Category equity shares)
% to total No. of % to total
No. of Equity Shares
share Shares held share capital
held
capital *
A Promoter Group
Promoter and Promoter Group Holding
1 Indian
Individual 17381673 43.88 29381673 47.49
Body Corporate 5519872 13.93 5519872 8.92
Sub-Total 22901545 57.81 34901545 56.41
2 Foreign Promoters
NRI 0 0 0 0.00
Sub-Total – A (A1+A2) 22901545 57.81 34901545 56.41
B. NON-PROMOTER HOLDING
1 Institutional Investors
Mutual Funds/ FPI/ AIF 0 0 169200 0.27
Financial Institutions / Banks 1000 0.00 1000 0.00
Insurance Companies 0 0.00 0 0.00
Central Government 0 0.00 0 0.00
Sub-Total - B1 1000 0.00 170200 0.27
2 Non-Institutional Investors
Individuals 10023894 25.30 17440694 28.19
Body Corporate 94441 0.24 1945141 3.14
Others 6595411 16.65 7417111 11.99
Sub-Total - B2 16713746 42.19 26802946 43.32
Total (B-B1+B2) 16714746 42.19 26973146 43.59
GRAND TOTAL (A+B) 39616291 100.00 61874691 100
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* The shareholding pattern figures are derived under the assumption that all proposed warrants and equity shares will be subscribed in accordance with the shareholders' resolution No. 5 and No. 6 respectively, and that all warrants will subsequently be exercised or converted into equity shares. However, if any equity shares or warrants remain unsubscribed or unexercised, the figures will be adjusted accordingly.

By order of Board of Directors For Suditi Industries Limited

Sd/-

Pawan Agarwal Director DIN: 00808731

Place: Navi Mumbai Date: December 19, 2025