Sylph Industries Limited — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

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Date: October 29[th] , 2025

To, The Director, Listing and Market Operations, The Bombay Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, 1st Floor, Dalal Street, Fort, Mumbai – 400001, Maharashtra .

Reference: ISIN - INE706F01021; Scrip Code-511447; Symbol- SYLPH

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice.

Dear Sir/Madam,

Please find attached the Postal Ballot Notice dated 29[th] October, 2025, along with the explanatory statement, seeking approval of the members of the Company, by way of remote e-voting process (“evoting”) for:

• To approve the bonus issue of equity shares.

• To consider and approve alteration of Capital Clause of the Memorandum of Association of the Company.

Postal Ballot Notice is being sent only through electronic mode to all the members whose e-mail address is registered with the Company / Company’s Registrar and Transfer Agent / Depository Participants / Depositories, as on the Cut-off date, being Friday, October 24[th] , 2025.

The e-voting facility will be available during the following period:

Commencement of e-voting:	Thursday, 30thOctober, 2025 (from 9.00 A.M)
End of e-voting:	Friday, 28th November, 2025 (till 5.00 P.M.)

The Postal Ballot Notice is also available on the Company's website at http://www.sylphtechnologies.com/

Thanking you, Yours faithfully,

Sylph Industries Limited

(Formerly Known as Sylph Technologies Limited)

NILESH Digitally signed by NILESH JAIN Date: 2025.10.29 JAIN 17:12:20 +05'30' Nilesh Jain Director DIN: 07785023

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

REMOTE E-VOTING STARTS ON	REMOTE E-VOTING ENDS ON
Thursday, 30thOctober, 2025 (from 9.00 AM)	Friday, 28thNovember, 2025 (till 5.00 p.m.)

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (the “Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below is proposed to be passed by the members of the Company , through postal ballot (the “Postal Ballot”) only by way of remote e-voting (“e-voting”) process. An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons/rationale thereof form part of this Postal Ballot notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

The Board of Directors has appointed Vishakha Agrawal, Practicing Company Secretaries as scrutinizer for conducting the Postal Ballot by remote e-voting process in a fair and transparent manner.

In compliance with the provisions of Section 108 and 110 of the Act(s), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 ("Listing Regulations") the Company is providing e-voting facility to its members for voting on the resolution contained in this Postal Ballot Notice through Central Depository Services (India) Limited (CDSL). The members can vote on the resolutions through remote e- voting facility only. Assent or dissent of the members on the resolution mentioned in Postal Ballot Notice

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would only be taken through the remote e-voting system as per the MCA Circulars. During the e-voting period, members of the company, holding shares either in physical form or in dematerialized form, as Friday, 24[th] October 2025 can cast their vote electronically. The remote e-voting facility will be available from 9:00 Hours (IST) on Thursday, 30[th ] October, 2025 to, Friday, 28[th] November, 2025 (till 5.00 p.m.) failing which it will be considered that no vote has been received from the shareholder. The e-voting facility will be disabled by Central Depository Services (India) Limited (CDSL) immediately thereafter and will not be allowed beyond the said date and time.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto.

The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 2 working days from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated to www.bseindia.com also be displayed on the Company’s website www.sylphtechnologies.com

The last date of e-voting, i.e. November, 28[th] Friday, 2025 (till 5.00 p.m.) shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:

ITEM NO. 1: INCREASE IN AUTHORISED SHARE CAPITAL AND CONSEQUENT ALTERATION TO THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION:

To consider and pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Sections 13, 61 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from ₹100,00,00,000/- (Rupees One Hundred Crore only) divided into 100,00,00,000 (One Hundred Crore) equity shares of ₹ 1/- (Rupees One only) each by creation of additional 25,00,00,000/- (Twenty Five Crore Only) divided into 25,00,00,000 (Twenty Five Crore) equity shares of ₹ 1/- (Rupees One only) each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V:

“The authorized share capital of the Company is Rs. 125,00,00,000/- (Rupees One Hundred and Twenty Five Crore Only) divided into 1,25,00,00,000 (One Hundred and Twenty Five Crore) Equity shares of Rs. 1/- (One) each.”

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall include any duly constituted committee empowered by the Board to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers

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conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all acti on(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.

ITEM NO. 2: TO APPROVE THE BONUS ISSUE OF EQUITY SHARES:

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

“RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”),the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”), the Foreign Exchange Management Act, 1999 (“FEMA”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India (“RBI”) from time to time, the Articles of Association of the Company and subject to such approvals as may be necessary, consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’, which term shall include any duly constituted committee empowered by the Board to exercise its powers including powers conferred under this resolution) for capitalization of a sum not exceeding ₹ 38,53,43,636 /-(Rupees Thirty Eight Crore Fifty Three Lakhs Forty Three Thousand Six Hundred and Thirty Six Rupees ) out of securities premium received in cash and / or general reserve and / or retained earnings of the Company, as may be considered appropriate for the purpose of issue and allotment of bonus equity shares of ₹ 1/- (Rupees One only) each credited as fully paid-up to eligible members of the Company holding equity shares of ₹ 1/- (Rupees One only) each whose names appear in the Register of Members / Register of Beneficial Owners on a ‘Record Date’ to be determined by the Board for this purpose, in the proportion of 5:11 i.e., 5 (Five) new fully paid up equity share of ₹ 1/- (Rupees One only) each for every 11 (Eleven) existing fully paid-up equity share of ₹ 1/- (Rupees One only) each held by them and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such member

RESOLVED FURTHER THAT the Bonus shares so distributed shall, for all purposes, be treated as an increase in the nominal amount in the Capital of the Company held by each such member, and not as income or distribution in lieu of dividend;

RESOLVED FURTHER THAT no letter of allotment shall be issued to the allottees of the bonus equity shares and members who hold the equity shares in dematerialized form as on the record date, the bonus shares shall be credited to the respective beneficiary accounts of the members with their respective depository participants;

RESOLVED FURTHER THAT the Equity Shares of Rs. 1/- each to be allotted as Bonus Shares shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the

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Company and shall rank pari passu in all respects with the fully paid up equity shares of the Company as existing on the record date as may be fixed in this regard by the Board;

RESOLVED FURTHER THAT any fractional entitlement(s) arising out of the bonus issue shall be ignored and no allotment shall be made in respect of such fractional shares. The bonus shares will be allotted only in whole numbers and shareholders entitled to receive fractional shares shall not be issued any such shares, nor will any payment be made in lieu of the fractional entitlement.

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non-Resident Indians (NRIs), Overseas Citizen of India, Foreign Nationals, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs) and other foreign investors of the Company will be subject to the applicable regulations under the Foreign Exchange Management Act, 1999 or any other applicable laws for the time being in force.

RESOLVED FURTHER THAT no members shall entitle to a fraction of an equity share, if any as a result of implementation of this resolution and no certificate or coupon or cash shall be issued for fraction of equity shares and the bonus shall be rounded to the lower integer and all fractions of bonus equity shares shall be ignored and accordingly the number of issuance of bonus share may be reduced;

RESOLVED FURTHER THAT for the purposes of giving effect to the bonus issue of equity shares as resolved hereinbefore, the issuance of equity shares or securities representing the same, any of the Directors of the Company or other designated officers of the Company be and are hereby severally authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation to file any documents with the Securities and Exchange Board of India, Stock Exchange(s) where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or concerned authorities, applying and seeking necessary listing approvals from the Stock Exchange(s), and to settle any question, difficulty or doubt that may arise in regard thereto;

Registered office : Sylph Industries Limited 517, Skye Corporate Park, A.B. Road, Indore(Formerly Known as Sylph Technologies 452010 Limited)

NILES Digitally signed by NILESH JAIN Date: 2025.10.29 H JAIN 16:15:50 +05'30'

Place: Indore Date: 27/10/2025

Nilesh Jain Director DIN: 07785023

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Notes:

1. The explanatory statement pursuant to Sections 102 and 110 of the Act stating all material facts and the reasons for the proposal is annexed herewith. It also contains all the disclosures as specified in the Act, Listing Regulations and MCA Circulars.

2. The Postal Ballot Notice is being sent to all the Members of the Company whose names appear on the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), (NSDL together with CDSL, (the “Depositories”) and is available with the Company as on Friday, 24[th] October 2025. A copy of this Postal Ballot Notice will also be available on the website of the Company the relevant section of the websites of the Stock Exchange on which the Equity Shares of the Company are listed and the website of Purva Sharegistry (India) Pvt. Ltd.

3. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the members as on Friday, 24[th] October 2025. A person who is not a shareholder on this date should treat this notice for information purpose only.

4. The Company is sending Postal Ballot Notice in electronic form only. To facilitate such members to receive this notice electronically and cast their vote electronically, the Company has made special arrangement with its Registrar & Share Transfer Agent for registration of email addresses in terms of the MCA Circulars.

5. In compliance with Sections 108 and 110 of the Act and the Rules made thereunder and Regulation 44 of "Listing Regulations". The Company has provided the facility to the members to vote on the resolution through the e-voting facility arranged by Central Depository Services (India) Limited (“CDSL”). The instructions for e-voting are annexed to this Postal Ballot Notice. All the members are requested to cast their votes only through remote e-voting. A member cannot exercise vote by sending physical Postal Ballot.

6. The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 2 working days from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated to BSE Limited (“BSE”), and also be displayed on the Company’s website, www.sylphtechnologies.com The last date of e-voting, i.e. November, 28[th] Friday, 2025 (till 5.00 p.m.) shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

7. All the material documents referred to in the explanatory statement will be available or inspection electronically and at the registered office of the Company, during office hours on all working days from the date of dispatch of the Postal Ballot Notice until the last date for receipt of votes by remote e-voting. Members seeking electronic inspection of such documents can send an email to sylph.t@yahoo.com

8. General information and instructions relating to e-voting

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Pursuant to the provisions of Section 108 of the Act read with the Rules thereunder and Regulation 44 of Listing Regulations, the Company is offering e-voting facility to its members in respect of the resolution proposed to be passed in terms of Postal Ballot Notice. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”).to provide e-voting facilities. The e-voting facility will be available during the following voting period:

• a) Commencement of e-voting: October, 30[th] Thursday, 2025 (from 9.00 AM)

• b) End of e-voting: November, 28[th] Friday, 2025 (till 5.00 p.m.)

• c) The cut-off date for the purpose of e-voting is October, 24th Friday 2025

• d) This communication forms an integral part of the Postal Ballot Notice, which is enclose herewith and is also made available on the website of the Company www.sylphtechnologies.com

• e) Please read the instructions for e-voting given below before exercising the vote

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

CDSL e-Voting System – For Remote e-voting or postal ballot

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on October, 30th Thursday, 2025 and ends on November, 28th Friday, 2025, during this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date October 24[th] ,2025may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

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

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

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

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for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Shareholders Login Method
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can
holding securities in Demat login through their existing user id and password. Option will be
mode with CDSL 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 or visit
www.cdslindia.com and click on Login icon and select New
System Myeasi.
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
i.e. CDSL/NSDL/KARVY/LINKINTIME, 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
https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
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.comhome page or click
on https://evoting.cdslindia.com/Evoting/EvotingLoginThe
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
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please
holding securities in demat visit the e- Services website of NSDL. Open web browser by
mode with NSDL typing the following URL: https://eservices.nsdl.com either on a
Personal Computer or on a mobile. Once the home page of e-
Services is launched, click on the “Beneficial Owner” icon under
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“Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period 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

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

epository i.e. CDSL and NSDL.
Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat .

If you are a first-time user follow the steps given below:	If you are a first-time user follow the steps given below:	If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
	PAN	Department (Applicable for both demat shareholders as well as physical shareholders)

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	*Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. *If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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

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

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

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

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

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

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

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

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

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

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

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

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

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; http://www.sylphtechnologies.com/, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same

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

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e- Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e- Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43

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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT U/S 102 OF THE COMPANIES ACT, 2013

Item No. 1

Presently, the Authorised Share Capital of the Company is ₹1,00,00,00,000/- (Rupees One Hundred Crore only) divided into 1,00,00,00,000 (One Hundred Crore) equity shares of ₹ 1/- (Rupees One only) each.

The present Authorized Share Capital of the Company is ₹1,00,00,00,000/- (Rupees One Hundred Crore only) divided into 1,00,00,00,000 (One Hundred Crore) equity shares of ₹ 1/- (Rupees One only) each. The Company proposes to increase its authorized share capital to Rs. 125,00,00,000/- (Rupees One Hundred and Twenty Five Crore Only) divided into 125,00,00,000/- (Rupees One Hundred and Twenty Five Crores Only) Equity Shares of Rs. 1/‐ (Rupee One Only) each to facilitate fund raising in future via issuance of equity shares with the issue of bonus shares as per Item No. 2 above, the paid-up share capital of the Company would increase to Rs. 38,53,43,636/-. Considering the size and operations of the Company and in order to facilitate any further capital issuances, the Board of Directors at its meeting held on Monday, 27[th] October, 2025, have recommended to increase the Authorised Share Capital to ₹ 125,00,00,000 /- (Rupees One Hundred and Twenty Five Crore Only) by creation of additional 25,00,00,000 (Twenty Five Crore) equity shares of ₹ 1/- (Rupees One only).

Accordingly, approval of members is sought for passing the ordinary resolution set out at Item No. 1 of this Notice.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Postal Ballot Notice.

Item No. 02

The Board of Directors at their meeting held on Monday, 27[th] October, 2025 have recommended the issue of bonus shares subject to approval of the Shareholders in the proportion of 5:11 i.e. 5 (Five) new equity share of Rs. 1/- each of the Company for every 11 (Eleven) existing equity share of Rs. 1/- each fully paid up of the Company held by the shareholders on Record Date to be hereafter fixed by the Board/ Committee of the Board or any officers authorized by the Board, by capitalization of a sum of Rs. 38,53,43,636 /- (Rupees Thirty Eight Crore Fifty Three Lakhs Forty Three Thousand Six Hundred and Thirty Six Rupees) from the Securities Premium Account. The same is proposed to be applied in full by issuing at par 38,53,43,636 new equity shares of Rs. 1/- each as bonus shares. Consequently, the paid-up equity share capital of the Company would increase to Rs. 38,53,43,636/- consisting of 38,53,43,636 equity shares of Rs. 1/- each.

The proposed issue of bonus shares will be made in line with the provisions of Section 63 of the Companies Act 2013, guidelines issued by Securities & Exchange Board of India (SEBI) and subject to such approvals, if required, from the statutory authorities or Government. As per Articles of Association of the Company, it is necessary to obtain the approval of the shareholders for issue of bonus shares by capitalization of free

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reserves and/or Securities Premium Account. The new equity bonus shares of Face Value of Rs. 1/- each to be allotted and issued as bonus shares shall be subject to the terms of Memorandum & Articles of Association of the Company and shall rank pari-passu in all respects with and carry the same rights as the existing fully paid equity shares of the Company and shall be entitled to participate in full in any dividend (s) to be declared after the bonus shares are allotted.

Articles of Association of the Company permits capitalization of any part of the amount for the time being standing to the credit of the profit and loss account for distribution by applying the same towards payment of unissued shares to be issued to the members as fully paid bonus shares.

The Record Date for determining the eligibility of the shareholders to receive the said bonus shares will be fixed by the Board. The Board of Directors recommend for approval of members the capitalization of reserves and issue of bonus shares as proposed.

The Bonus Shares on allotment shall rank pari-passu with existing equity shares of the Company and the Bonus shares are entitled for dividend declared after allotment of shares. The proposed bonus shares are not in lieu of Dividend.

Further, it is proposed to authorize the Board of Directors / Committee of the Board of the Company or any officer(s) authorized by the Board to complete all the regulatory formalities as prescribed by SEBI, Stock Exchanges on which the Company’s shares are listed and/or any other regulatory or statutory authority in connection with the issue of bonus shares. The Board of Directors of the Company recommends the Ordinary Resolution as set out in the accompanied Notice for approval of the shareholders.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item No. 2 of this Notice except to the extent of their shareholding in the Company.

Registered office : Sylph industries limited 517, Skye Corporate Park, A.B. Road, Indore(Formerly Known As Sylph Technologies Limited) 452010 NILES Digitally signed by NILESH JAIN Date: H JAIN 2025.10.29 16:16:28 +05'30'

Place: Indore Date: 27/10/2025

Nilesh Jain Director DIN: 07785023

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