Surya Roshni Ltd. — Proxy Solicitation & Information Statement 2024

Sep 20, 2024

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BHARAT Digitally signed by BHARAT BHUSHAN BHUSHAN SINGAL SINGAL Date: 2024.09.20 12:59:15 +05'30'

SURYA ROSHNI LIMITED

SURYA ROSHNI LIMITED

Regd. Office: Prakash Nagar, Sankhol, Bahadurgarh – 124507 (Haryana)

Corporate Identity Number (CIN) – L31501HR1973PLC007543

Phone: +91-1276- 241540 Fax No. +91-1276-241886 Website: www.surya.co.in, Email id: investorgrievances@sroshni.com

NOTICE OF POSTAL BALLOT

Dear Members,

NOTICE is hereby given pursuant to and in compliance with the provisions of sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ( the ‘Act’ ), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( the ‘Rules’ ) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations’ ), Secretarial Standard-2 on General Meetings ( the ‘SS-2’ ), read with the General Circular No. 14/2020 dated 8th April 2020, General Circular No. 3/2022 dated 5th May, 2022, General Circular No. 11/2022 dated 28th December, 2022 and General Circular No. 09/2023 dated 25th September, 2023 issued by the Ministry of Corporate Affairs ( ‘MCA Circulars’ ) and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or reenactment(s) thereof for the time being in force) to the Members of Surya Roshni Limited (the ‘Company’ ) that it is proposed to transact the following business through Postal Ballot by remote e-voting process only ( ‘remote e-voting’ ):

SPECIAL BUSINESS:

• 1) To approve the appointment of Mr. Ravinder Kumar Jaggi (DIN: 10755055), as an Independent Director and in this connection, to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

• “ RESOLVED THAT in accordance with the provisions of Section 149, 152, 160, 161 read with Schedule IV and such other applicable provisions, if any, of the Companies Act, 2013, (the Act) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or any amendment(s) or any substitutions or re-enactments thereof for the time being in force, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as the Listing Regulations), Mr. Ravinder Kumar Jaggi (DIN: 10755055), who was appointed as an Additional Independent Director of the Company w.e.f. 4th September, 2024 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT in accordance with, the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the ‘Act’, and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(b), 17(1A) and 25 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Ravinder Kumar Jaggi (DIN: 10755055), be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation w.e.f. 4th September, 2024 for a first term of 5 (five) consecutive years.

• RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, deeds and things as may be considered necessary to give effect to the aforesaid resolution including but not limited to filing of necessary forms/ returns with the concerned statutory authorities.

By Order of the Board

Registered Office: Prakash Nagar, Sankhol, Bahadurgarh – 124 507 (Haryana) Dated: 4th September, 2024

B. B. SINGAL CFO & COMPANY SECRETARY Membership No. ACS-10781

Notice of Postal Ballot

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NOTES:

1. The Explanatory Statement pursuant to section 102 read with section 110 of the Act setting out material facts and reasons in respect of the resolution as set out above, is annexed hereto and forms part of this Notice.

2. Pursuant to the provisions of section 110 of the Act read with the Rules and the MCA Circulars, your Company has an option for the above mentioned resolution, to seek the approval of the Members through Postal Ballot (via remote e-voting only), instead of getting the same passed at a General Meeting. Accordingly, if the resolution is approved by the Members through Postal Ballot via remote e-voting, it shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard.

3. 3 A. Dispatch of Postal Ballot Notice through electronic mode

4. In compliance with the MCA Circulars, the Notice of the postal Ballot is being sent by electronic mode only to those members whose names appears in the Register of Members/ List of Beneficial Owners maintained by the Company/ RTA/Depositories respectively as at close of business hours on 13th September, 2024, (the ‘cut-off date’) and whose e-mail IDs are registered with the Company/RTA/ Depositories. As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only. Further, the members who have not registered their email IDs can get register the same in the manner provided in this Notice.

5. Post successful registration of email, the Members would get soft copy of the notice and the procedure for remote e-voting along with the User ID and Password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to evoting@nsdl.co.in

The Securities and Exchange Board of India (‘SEBI’) vide its circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November, 2021, circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated 14th December, 2021, circular no. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated 16th March, 2023 (now rescinded by Master Circular SEBI/ HO/MIRSD/POD-1/P/CIR/2023/70 dated 17th May, 2023) read with SEBI/HO/MIRSD/POD-1/P/ CIR/2023/181 dated 17th November, 2023 has made it mandatory for the shareholders holding securities in physical form to furnish PAN, KYC (complete address with pin-code, bank detail with MICR-CODE & IFS CODE, Email-ID, Mobile Number) and Nomination details to the Registrar and Transfer Agent (‘RTA’) of the Company. Registrar will not process, any service requests or complaints received from the member until unless above KYC and nomination will not be completed by shareholder.

The Securities and Exchange Board of India (SEBI) has made it mandatory for all Companies to use the bank account details furnished by the Depositories and the bank account details maintained by the RTA for payment of dividend to Members only electronically by rescinding the SEBI circular no.(s) SEBI/HO/MIRSD/ MIRSD_ RTAMB/P/CIR/2021/655 dated 3rd November, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated 16th March, 2023 by issuance of Master Circular for Registrars to an Issue and Share Transfer Agents dated 17th May, 2023 and circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2023/181 dated 17th November, 2023, which provided that all dividend payments after 31st March, 2024, will be processed only electronically. Further, relevant FAQs have also been published by SEBI on its website at the following web link for investor awareness: https://www.sebi.gov.in/ sebi_data/faqfiles/jan-2024/1704433843359. pdf

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In view of the above, shareholders of the Company holding securities in physical form are hereby

Provided with the procedure for updation of bank / KYC details:

• a) In case of shares are held in Physical mode

Sr. No.	Details to be updated or incorporated	Document required	Form required
1.	PAN(S) (including of joint holder)	Self-attested copy of PAN card (please make sure PAN to be linked with Aadhaar)	ISR-1
2.	Change of address	Copy of any one: Unique Identifcation Number (UID)(Aadhaar),Valid Passport, Registered Lease or Sale Agreement of Residence, Driving License, Flat Maintenance bill, Utility bills like Telephone bill (only land line) Electricity bill or Gas bill not more than 3 months old), Id card/document with address issued by any of the following : Central/State Government and its departments (duly attested by their employer), The Proof of Address in the name of the spouse, Client Master Listprovided byDepositoryParticipant.	ISR-1
3.	Email id	Mention e-mail id	ISR-1
4.	Mobile Number	Mention mobile number in ISR-1	ISR-1
5.	Bank detail	Original cancelled cheque (shareholder name printed on it); or Bankpassbook/statement attested bybank	ISR-1
6.	Confrmation of Signatures	Original Cancelled cheque (shareholder name printed on it) or Bank passbook/statement attested by bank and signature attested bybank on ISR-2	ISR-2 & ISR-1
7.	Incorporation of Nomination	Detail of nominee in SH-13	SH-13
8.	Cancellation or Change of Nomination	Detail in SH-14	SH-14
9.	Declaration to opt-out of nomination	Declaration in ISR-3	ISR-3

The shareholders can download the forms mentioned in SEBI circular from the website of the RTA i.e. www. masserv.com or Company’s website i.e. https://surya.co.in/investor-relations/investor-information/#kycforms/ For any querries in this regard send an e-mail request at investor@masserv.com .

Shareholder(s) are requested to forward the duly filled in documents along with the related proofs as mentioned in the respective forms to the Company RTA MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi – 110020, Ph:011-26387281-82-83, Website:-www.masserv.com and at Email:- investor@ masserv.com

The scan copies of the documents may also be e-mailed through your registered email id with MAS Services Limited (RTA) at the e-mail id investor@masserv.com duly e-Signed on the forms and all proofs.

(A separate communication has already been sent to the respective shareholders from time to time.)

b) In case of shares are held in demat mode:

Please update your bank account and other details with your DP. The Company /RTA cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the DPs of the Members.

Notice of Postal Ballot

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B. Registration of Email ID

Members are requested to register their email ID permanently by following the procedure as mentioned below:

• (a) Members holding shares in physical mode and who have not registered/updated their email ID with the Company’s Registrar are requested to register/update their email ID with MAS Services Limited by sending duly signed request Form ISR-1/letter at investor@masserv.com with details of folio number and attaching a self-attested copy of PAN Card.

• (b) Members holding shares in dematerialised mode are requested to register/update their email ID with the relevant Depository Participants.

• (c) Members whose names appears in the Register of Members/ List of Beneficial Owners as on the cut-off date i.e. 13th September, 2024 are eligible to vote on the resolution set forth in this Notice. A person who is not a member as on the cut-off date should treat this notice for information purpose only.

4. INSTRUCTIONS FOR REMOTE E-VOTING

• i. In compliance with the provisions of section 108, 110 of the Act read with the Rules, as amended and regulation 44 of the Listing Regulations, as amended from time to time, the Company is providing facility to the Members to exercise votes through electronic voting system (‘remote e-voting’) on the e-voting platform provided by NSDL. The Members may cast their votes remotely, using remote e-voting only on the dates mentioned hereunder. The instructions for remote e-voting are provided as part of this Postal Ballot Notice.

• ii. Facility to exercise vote through remote e-voting will be available during the following period:

The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

• iii. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

• iv. During the above period, Members of the Company holding shares either in physical form or in dematerialised form, as on Friday, 13th September, 2024, i.e., cut-off date, may cast their vote by remote e-voting.

• v. Mr. Ankit Singhi (FCS No. 11685, C.P. No. 16274) Partner, M/s PI & Associates, Practicing Company Secretary (PR No. 1498/2021) failing which Mr. Nitesh Latwal, (ACS No.32109, C.P. No. 16276) Partner, M/s PI & Associates has been appointed as the Scrutinizer by the Board for conducting the Postal Ballot process in a fair and transparent manner in accordance with the applicable provisions of the Act & Rules.

The process and manner for remote e-voting is as under:

• vi. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

• vii. The process and manner of remote e-voting is explained below:

• I. Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

• II. Access to NSDL e-voting system in case of Members holding shares in physical and non-individual Members in demat mode

Commencement of End of Remote e-voting Remote e-voting Monday, 23rd Tuesday, 22nd October, September, 2024 2024 (5.00 p.m. IST) (9.00 a.m. IST)

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I. Access to Depositories e-voting system in case of Individual Members holding shares in demat mode

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	If members are already registered forNSDL IDeAS facility,please visit the e-Services website of NSDL. Open web browser by typing the followingURL:https://eservices. nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Benefcial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name on e-Voting service provider - NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 held with NSDL), Password/OTP and a Verifcation 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 options available against company name one-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web. cdslindia.com/myeasi/home/login orwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps:// web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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 provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders (holding securities in demat mode) login through their depository participants.	Members can also login using the login credentials of its demat account through their Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name one-Voting service provider- NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

Notice of Postal Ballot

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

Login type	Helpdesk details
Securities held with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at.: 022-48867000 / 022-24997000
Securities held with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

	helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43
II.	Access to NSDL e-voting system in case of Members holding shares in physical and non-individual Members in demat
	mode
A)	Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders
	holding securities in physical mode.
	How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. 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.

4. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

2. a) If you are already registered for e-Voting, then you can use 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.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digits’ client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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

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

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

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

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

How to cast your vote electronically on NSDL e-Voting system?

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

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

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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

8. B) Members whose email IDs are not registered with the Company/Depository Participant(s), and consequently the Postal Ballot Notice and remote e-voting instructions cannot be serviced, will have to follow the following process:

9. i. Members who have not yet registered their respective e-mail address are requested to get

their e-mail address temporarily registered by visiting https://evoting.nsdl.com. Post successful registration of email, the Members would get soft copy of the notice and the procedure for remote e-voting along with the User ID and Password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to evoting@nsdl.co.in

• ii. Alternatively, members may send an e-mail request at the email id invesstor@masserv.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for receiving the Postal Ballot Notice and the remote e-voting instructions.

• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

• The report of the Scrutinizer shall be submitted to the Chairperson or to the Company Secretary of the Company or to such other person as authorised by them, after the completion of scrutiny of remote e-voting.

• The result of voting will be announced by the Chairperson or by the Company Secretary of the Company or such other person as authorised by them within 2 (two) working days form the last date of e-voting.

• The results will also be displayed along with the Scrutinizer Report on the notice board of the Company at its Registered office and its Corporate office. The results will also be posted on the website of the Company www.surya.co.in , website of NSDL at https://evoting.nsdl.com and will also be intimated to the National Stock Exchange of India (NSE) and BSE Limited.

• The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Tuesday, 22nd October, 2024 i.e. the last date specified for receipt of votes through the remote e-voting process.

• All material documents referred to in the Explanatory Statement shall be available for inspection electronically without any fee by the Members from the date of dispatch of this notice till the last date for receipt of votes through the remote e-voting process i.e. 22nd October, 2024. Members seeking to inspect such documents can send an e-mail to cs@surya.in

• Members of the Company, including Institutional Investors are encouraged to vote on the resolution proposed in this Notice.

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1. With a view to safeguard the interests of the investors and to streamline the resolution mechanism in the Indian Securities Market, the Securities and Exchange Board of India (“SEBI”) vide its Circular Nos. SEBI/HO/OIAE/OIAE_IAD1/P/CIR/2023/131 dated 31st July, 2023 and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated 4th August, 2023 and Master Circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated 11st August, 2023 (updated as on 20th December, 2023), has introduced a common Online Dispute Resolution Portal (“ODR Portal”) to facilitate online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market.

2. The procedure of raising complaints / disputes under the investor grievance redressal mechanism as framed by SEBI is as tabulated below:

Level-1	Lodging of Complaints with the Company/ Company’s Registrar and Transfer Agent (RTA) An investor shall frst take up his/her grievance against the Company/RTA by lodging a complaint directly with the Company’s Registrar and Transfer Agent (RTA). Investor can also lodge complaint to company at the address mentioned on the top.
Level-2	If the grievance is not redressed satisfactorily in the Level 1 within 21 days of lodgments, the investor may escalate the same through the SEBI SCORES Portal which can be accessed at https://scores.gov.in/.
Level -3	If the investor is still not satisfed with the outcome at Level 2, investor can initiate Online Dispute Resolution through the ODR Portal at https://smartodr.in/login. Alternatively, the investor can initiate dispute resolution through the ODR Portal if the grievance lodged with Company/Company’s RTA was not satisfactorily resolved or at any stage of the subsequent escalations mentioned in the above Levels (prior to or at the end of such escalation/s). The dispute resolution through the ODR Portal can be initiated only when the complaint/dispute is not under consideration in terms of the above Level1orLevel 2or SCOREs guidelines as applicable or not pending before any arbitral process, court, and tribunal or consumer forum or are non-arbitrable in terms of Indian law.

Investors may also refer link https://scores.gov.in/ to access the ODR Portal as well as to the modalities of the ODR portal and operational guidelines and instructions including timelines for registration / review / resolution of complaints/ disputes filed through the portal, manner of proceedings to be conducted by the ODR institutions, role and responsibilities of market \ infrastructure intermediaries, code of conduct for conciliators and arbitrators etc. as provided in the SEBI Circulars referred above and available on the website of the Company. An intimation to the shareholders through email had been sent by Company RTA on 6th December, 2023 whose email are registered with them in regard to the Online Dispute \Resolution Mechanism (ODR system) as maintained by the Company.

General Guidelines for Members:

1. Institutional members (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 signatures of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to info@piassociates.co.in with a copy marked to evoting@nsdl.co.in

2. 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 022-48867000 / 022-24997000 or send a request at evoting@nsdl.co.in or contact Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, at the designated email address: pallavid@nsdl.co.in/evoting@nsdl.co.in or at telephone no. +91 22 2499 4545.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”)

ITEM NO.1

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee (NRC) and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“ the Act ”) and the Articles of Association of the Company, appointed through circular resolution on 4th September, 2024 at 3:55 p.m. Mr. Ravinder Kumar Jaggi (DIN – 10755055) as an Additional Director of the Company and designated him as an Independent Director for a period of 5 years with effect from 04th September, 2024 subject to the approval of members of the Company. In terms of the provisions of Section 161(1) of the Act, Mr. Jaggi holds office only up to the date of ensuing Annual General Meeting of the Company or the last date on which the annual general meeting should have been held, whichever is earlier.

Further, as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) as amended from time to time, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Furthermore, as per Regulation 25(2A) of the Listing Regulations, the appointment of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a Special Resolution .

Furthermore, in compliance to the provisions of regulation 17(1A) of Listing Regulations, no listed entity shall appoint or continue the directorship of any person as a nonexecutive director who has attained the age of 75 (seventyfive) years unless Special Resolution is passed to that effect and Mr. Ravinder Kumar Jaggi will attain the age of 75 years in the fifth year of his tenure.

Pursuant to Section 149, 150, 152 160 and Schedule IV (Code for Independent Directors) of the Act read with Rules framed thereunder, and above referred provisions of the Listing Regulations and the Articles of Association of the Company, the Board of Directors of the Company recommended the name of Mr. Ravinder Kumar Jaggi for appointment as an Independent Director of the Company not liable to retire by rotation for a period of five consecutive years from 4th September, 2024 to 3rd September, 2029 for his first term.

Brief Resume, Profile and experience

Mr. Ravinder Kumar Jaggi, aged around 70 years is a dynamic person, known for his commitment, sincerity, loyalty and true spirits with deep rooted knowledge in the field of marketing and operations. A Graduate in B.Sc. from University of Delhi in 1974, possess wide experience of over 46 years in Lighting Industry. He occupied key senior

level positions at Surya Roshni Limited, Osram India Private Limited, Crompton Greaves Limited, ECE Co. Ltd, Sylvania Laxman Limited etc. He was also a member of ElectroTechnical Committee of Bureau of Indian Standards (BIS) and technical committee of ELCOMA for over 35 years. At present, he is a freelance consultant.

He has no inter-se relationship with any other director of the Company. Further, he is not holding any equity shares of the Company as on the date.

Mr. Ravinder Kumar Jaggi meets the following skills and capabilities required for the role as an Independent Director, as have been identified by the Board of Directors of the Company:

• a. Experience of Operational matters- Being an eminent personality well recognised by the Lighting Industry have in-depth expertise and understanding of operational matters.

• b. Experience in handling management and regulatory environment, strategic planning and risk management.

• c. Experience of Corporate Governance matters.

The Board of Directors is of the view that Mr. Ravinder Kumar Jaggi is a person of integrity and possesses relevant expertise and experience to be appointed as an Independent Director of the Company. Further in their opinion he fulfils the conditions specified in the Act and the rules made there under and that the proposed director is independent of the management. Mr. Jaggi has provided his consent for the said appointment and he also confirmed that he is not;

• a. debarred from appointment by any order of SEBI or any other authority; and

• b. is not liable to any disqualification under the provisions of Section 164 of the Act.

A notice under Section 160 of the Act received from a member of the Company signifying his candidature as an Independent Director of the Company.

A copy of the Letter of Appointment for Independent Directors is available on the website of the Company and can be accessed at www.surya.co.in

The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Ravinder Kumar Jaggi as an Independent Director.

Upon the recommendation of Nomination and Remuneration Committee, the Board of Directors recommend the resolution as set out at Item No. 1 of the Notice for approval of the shareholders as a Special Resolution .

Except Mr. Ravinder Kumar Jaggi, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives (to the extent of their shareholding in the Company, if any) are concerned or interested, financially or otherwise, in the resolution no. 1 as set out in the Notice.

Notice of Postal Ballot

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Name of Director (DIN) Date of Birth, Age and No. of Equity Shares held, either directly or indirectly in form of benefcial interest for any other person Qualifcation and Relationship with other Directors Brief Resume, experience, nature of expertise in specifc functional areas Name of Companies in which he holds Directorship The number of meetings of the Board attended during the year Name of Committees of the Companies of which he holds Membership/ Chairmanship Listed entities from which the Director has resigned from directorship in last 3 years. Date of frst appointment on the Board Terms and conditions of appointment Details of remuneration sought to be paid and last drawn remuneration Ravinder Kumar Jaggi (DIN – 10755055 08.02.1954; No. of Shares/ benefcial interest held in the Company – Nil B.Sc. from University of Delhi and possess wide experience of over 46 years in Lighting Industry. No Inter-se relations with other Directors. Provided in Explanatory Statement He is not holding Directorship in any Company except Surya Roshni Ltd. Not Applicable (as no Board Meeting is called after his appointment to the date of this notice) He is not holding any Committee membership / chairmanship of any company including Surya Roshni Limited None 04.09.2024 To be appointed as an Independent Director of the Company for frst term of a period of fve consecutive years from 4th September, 2024 to 3rd September, 2029. He is entitled only for sitting fees for attending the Board and Committee Meetings of the Company. Last drawn remuneration– Not Applicable By Order of the Board Registered Ofce: Prakash Nagar, Sankhol, B. B. SINGAL Bahadurgarh – 124 507 (Haryana) CFO & COMPANY SECRETARY Dated: 4th September, 2024 Membership No. ACS-10781	Name of Director (DIN) Date of Birth, Age and No. of Equity Shares held, either directly or indirectly in form of benefcial interest for any other person Qualifcation and Relationship with other Directors Brief Resume, experience, nature of expertise in specifc functional areas Name of Companies in which he holds Directorship The number of meetings of the Board attended during the year Name of Committees of the Companies of which he holds Membership/ Chairmanship Listed entities from which the Director has resigned from directorship in last 3 years. Date of frst appointment on the Board Terms and conditions of appointment Details of remuneration sought to be paid and last drawn remuneration Ravinder Kumar Jaggi (DIN – 10755055 08.02.1954; No. of Shares/ benefcial interest held in the Company – Nil B.Sc. from University of Delhi and possess wide experience of over 46 years in Lighting Industry. No Inter-se relations with other Directors. Provided in Explanatory Statement He is not holding Directorship in any Company except Surya Roshni Ltd. Not Applicable (as no Board Meeting is called after his appointment to the date of this notice) He is not holding any Committee membership / chairmanship of any company including Surya Roshni Limited None 04.09.2024 To be appointed as an Independent Director of the Company for frst term of a period of fve consecutive years from 4th September, 2024 to 3rd September, 2029. He is entitled only for sitting fees for attending the Board and Committee Meetings of the Company. Last drawn remuneration– Not Applicable By Order of the Board Registered Ofce: Prakash Nagar, Sankhol, B. B. SINGAL Bahadurgarh – 124 507 (Haryana) CFO & COMPANY SECRETARY Dated: 4th September, 2024 Membership No. ACS-10781
Details of remuneration sought to be paid and last drawn remuneration	He is entitled only for sitting fees for attending the Board and Committee Meetings of the Company. Last drawn remuneration– Not Applicable
Terms and conditions of appointment	To be appointed as an Independent Director of the Company for frst term of a period of fve consecutive years from 4th September, 2024 to 3rd September, 2029.
Date of frst appointment on the Board	04.09.2024
Listed entities from which the Director has resigned from directorship in last 3 years.	None
Name of Committees of the Companies of which he holds Membership/ Chairmanship	He is not holding any Committee membership / chairmanship of any company including Surya Roshni Limited
The number of meetings of the Board attended during the year	Not Applicable (as no Board Meeting is called after his appointment to the date of this notice)
Name of Companies in which he holds Directorship	He is not holding Directorship in any Company except Surya Roshni Ltd.
Brief Resume, experience, nature of expertise in specifc functional areas	Provided in Explanatory Statement
Qualifcation and Relationship with other Directors	B.Sc. from University of Delhi and possess wide experience of over 46 years in Lighting Industry. No Inter-se relations with other Directors.
Date of Birth, Age and No. of Equity Shares held, either directly or indirectly in form of benefcial interest for any other person	08.02.1954; No. of Shares/ benefcial interest held in the Company – Nil
Name of Director (DIN)	Ravinder Kumar Jaggi (DIN – 10755055

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