Tembo Global Industries Limited

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April 14, 2025

To, Listing Department, National Stock Exchange of India Limit e d Exchange Plaza, Bandra-KurlaComplex, Bandra (East), Mumbai-400051 [Symbol TEMBO]

Sub: Submission of Postal Ballot N o tice

Dear Sir/Madam,

In compliance with Regulation 3 0 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations”), please find enclosed herewith a copy of Notice of Postal Ballot dated 09-04-2025, seeking a pproval of the members by way of Special Resolutions/Ordinary Resolution.

In accordance with applicable law s and circulars issued by MCA and SEBI, the said N otice is being sent electronically on April 14, 2025, to the members whose names appeared on t he Register of Members/ List of Beneficial Owne r s and whose e-mail addresses are registered with the Company/ Depositories as on April 11, 2025 i. e ., Cut-off date.

The remote e-voting shall comm e nce on Tuesday, April 15, 2025, at 09:00 a.m. I S T and end on Wednesday, May 14, 2025 at 05:0 0 p.m. IST.

The Company has engaged the s e rvices of Bigshare Services Private Limited for t h e purpose of remote e-voting facility to its mem b ers.

The copy of the said Postal Ballot N otice is being made available on the website of t h e Company at www.tembo.in and https://ivote.bi g shareonline.com/

You are requested to take note of t h e same.

Thanking you

For Tembo Global Industries Limited

SANJAY Digitally signed by JASHBHAI SANJAY JASHBHAI PATEL Date: 2025.04.14 11:04:16 PATEL +05'30' Sanjay Patel Managing Director DIN-01958033

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(L24100MH2010PLC204331 ) Registered Office: Plot No.D- 146/147, Turbhe MIDC, TTC Industrial Estate, S Central Rd, opp. Balmer Lawrie Vaan Leer, Navi Mumbai, Maharashtra 400705 E: [email protected] , website: www.tembo.in

POSTAL BALLOT NOTICE

{Pursuant to Sections 108 and 11 0 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Ad m inistration) Rules, 2014, as amended}

VOTING STARTS O N	VOTING ENDS ON Wednesday, May 14, 2025 at 05.00 p.m. (IST) ,
Tuesday, April 15, 20 at 09.00 a.m. (IST 25, )

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (“ Act ”) and o ther applicable provisions, if any, of the Act and R u le 20 and Rule 22 of the Companies (Managemen t and Administration) Rules, 2014 (“ Rules ”), read w i th the General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 9/2 0 23 dated 25[th] September, 2023 and the latest on e being General Circular No. 09/2024 dated 19[th] September, 2024 issued by the Ministry of Corpora t e Affairs (“ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing O b ligations and Disclosure Requirements) Regulatio n s, 2015 (“ SEBI Listing Regulations ”), the Secret a rial Standard on General Meetings issued by t h e Institute of Company Secretaries of India (“ SS-2 ”), including any statutory modifications or re-enactments thereof for the time being in force and any other applicable laws, rules, guideline s , notifications, circulars and regulations, if a n y, approval of the Members of Tembo Global Industries Limited(“ Company ”) is sought for t he resolutions appended below which are proposed to be passed by way of Postal Ballot through el e ctronic voting (‘e-Voting/remote e-Voting’) only. T he Ministry of Corporate Affairs and SEBI vide their respective circulars have dispensed with the r e quirement for issuing the hard copies of docu m ents for passing of Ordinary and Special Reso l utions by the Members.

In accordance with the MCA Circ u lars, Regulation 44 of the Listing Regulations a n d pursuant to Section 108, 110 of the Act and t h e Rules made thereunder, the Company is sending Postal Ballot Notice in electronic form only to the Members who have registered their email add r esses with the Company or BIGSHARE SERVICES P RIVATE LIMITED ( Formerly known as Bigshare S e rvices Private Limited), the Registrar and Share T ransfer Agent of the Company (‘RTA’) or Deposito r y / Depository Participants and whose name app e ars in the Register of Members of the Company or in the Register of Beneficial Owners maintained b y the Depositories as on Friday, April 11, 2025 (“cut-off date”).

The communication of assent / dissent of the Members will only take place through the remote e- voting system. In compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. Members are required to communicate their assent or dissent through the remote e-voting system only .

The Company has engaged the services of Bigshare Services Private Limited for the purpose of providing remote e-voting facility to all its Members. Members desiring to exercise their vote through the Remote e-voting facility arranged by the Company are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes not later than 05:00 p.m. (IST) on May 14, 2025 . The remote e-voting facility will be disabled by Bigshare Services Private Limited immediately thereafter and voting shall not be allowed beyond the said time and date.

The Company has appointed Mr. Vijay Gupta (Membership No.: ACS 33236, COP No. 22478), as the Scrutiniser to scrutinise the Remote e-voting process in a fair and transparent manner.

After completion of scrutiny of the votes cast, the Scrutiniser will submit his report to the Managing Director or any other person authorised by him. The results declared, along with the Scrutiniser’s Report, shall be announced by the Managing Director or such person as authorised, within the stipulated timelines. The Scrutiniser’s decision on the validity of votes cast will be final. The last date of e-voting, i.e. May 14, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

The said results will be displayed on the website of the Company at www.tembo.in, the website of Bigshare Services Private Limited at https://ivote.bigshareonline.com/landing and shall also be communicated to the Stock Exchanges where the Company’s Shares are to be listed viz. The National Stock Exchange of India Limited (‘NSE’) and be made available on their respective websites viz. at www.nseindia.com. The results shall also be displayed on the Notice Board at the Registered Office of the Company.

RESOLUTION:

1. APPOINTMENT OF MS. HOMAI ARDESHIR DARUWALLA (DIN: 00365880) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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

recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Ms. Homai Ardeshir Daruwalla (DIN: 00365880) who was appointed as an Additional Director (in the capacity of an Independent Director) of the Company with effect from April 9, 2025, and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from April 9, 2025 upto April 8, 2030.

RESOLVED FURTHER THAT any Director or KMP, be and is hereby authorised severally to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto and to settle any question, difficulty, or doubt, that may arise, to give effect to the foregoing resolution.”

2. APPOINTMENT OF MR. AJAY MADAN (DIN: 07191447) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force, if any) and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Ajay Madan (DIN: 07191447), who was appointed as an Additional Director (in the capacity of an Independent Director) of the Company with effect from April 9, 2025, and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from April 9, 2025 upto April 8, 2030.

3. Appointment of Mr. Sumantra Sarathi Mahata (DIN: 08524659) as an independent director of the company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force, if any) and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Sumantra Sarathi Mahata (DIN: 08524659), who was appointed as an Additional Director (in the capacity of an Independent Director) of the Company with effect from April 9, 2025, and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from April 9, 2025 upto April 8, 2030.

RESOLVED FURTHER THAT any Director or KMP,, be and is hereby authorised severally to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto and to settle any question, difficulty, or doubt, that may arise, to give effect to the foregoing resolution.”

4. APPOINTMENT OF MR. NIKUNJ BAROT (DIN: 11034775) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force, if any) and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Nikunj Barot (DIN: 11034775) who was appointed as an Additional Director (in the capacity of an Independent Director) of the Company with effect from April 9, 2025, and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as an Independent Director of the

Company, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from April 9, 2025 upto April 8, 2030.

RESOLVED FURTHER THAT the any Director or KMP, be and is hereby authorised severally to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto and to settle any question, difficulty, or doubt, that may arise, to give effect to the foregoing resolution.”

5. INCREASING THE BORROWING POWERS UNDER SECTION 180(1) (A) and (C) OF THE COMPANIES ACT, 2013 UP TO INR 500 CRORES

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

“ RESOLVED THAT in supersession of the earlier Special Resolution passed through Annual General Meeting dated 30 September 2024 and pursuant to the provisions of Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 (“Act”) read with applicable rules framed thereunder (including any statutory amendment, modification or re-enactment thereof, for the time in force), applicable regulations framed by Securities Exchange Board of India, applicable provisions of Foreign Exchange Management Act, 1999 read with rules or regulations framed thereunder, enabling provisions of the Memorandum and Articles of Association of the Company and such other applicable laws and regulations and subject to the permissions, approvals, consents and sanctions as may be necessary to be obtained from appropriate authorities, to the extent applicable and wherever necessary, consent of the Members be and is hereby accorded to empower Board of Directors (hereinafter referred to as ‘the Board’ which term shall be deemed to include, unless the context otherwise requires, any Committee, including the Finance and the Investment Committee, which the Board may have constituted or hereinafter constitute or any officer(s) authorised by the Board or Committee to exercise the powers conferred on the Board by this Resolution) to borrow any sum of money, from time to time, whether in Indian or foreign currency, in any manner including but not limited to, fund based or non-fund based assistance, term loan, guarantees, working capital facilities, overdraft facilities, lines of credit, inter corporate deposits, credit facilities, external commercial borrowings or any other form of financial assistance, from any person including but not limited to any company, individual, body corporate, banks, related parties, financial institutions or any other person, whether Indian or foreign, in any form including but not limited to by way of draw-down or issue of securities, whether in India or outside India, upon such terms & conditions as regards to interest, repayment, tenor, security or otherwise, as the Board may determine and think fit, such that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company but shall not exceed at any time a sum equivalent to INR 500 Crores (Indian Rupees Five Hundred Crores Only).

RESOLVED FURTHER THAT , the consent of the Company be and is hereby accorded to the Board of Directors of the Company under the provisions of Section 180 (1) (a) and other applicable provisions and

rules, any amendments/ enactments/ re-enactments thereof of the Companies Act , 2013, to create mortgages / charges on all or any of the immovable and movable properties and assets, both present and future exclusively or ranking pari passu the total outstanding amount at any time so secured (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) shall not exceed by more than Rs. 500 Crores (Rupees Five Hundred Crores only)

RESOLVED FURTHER THAT consent of the Members be and is hereby accorded to delegate the power to the Board to use / modify / amend / reduce/enhance the existing or new borrowing facilities interchangeably among various lenders, without any restriction on borrowing from a specific lender, subject to the overall borrowing limit.

RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to do all such acts, deeds, matters and things, arrange, give such directions as may be deemed necessary or expedient, or settle the terms and conditions of such instrument, securities, loan, debt instrument, agreement as the case may be, on which all moneys as are borrowed, or to be borrowed, from time to time, as to interest, repayment, security, or otherwise howsoever as it may think fit, and to execute all such documents, instruments and writings as may be required to give effect to this resolution and for matters connected herewith or incidental hereto, including intimating the concerned authorities or regulatory bodies.

6. MAKING INVESTMENT(S) AND/OR PROVIDING LOAN(S) AND GIVE GUARANTEE (S) IN EXCESS OF THE LIMITS PRESCRIBED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

To consider and, if thought fit, to pass the following resolution as SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and in supersession of all the earlier resolutions passed in this regard, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”) to (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 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. 1500 Crores (Rupees One Thousand Five Hundred Crore Only), notwithstanding that such investments, outstanding loans given or to be given and guarantees and/or security provided may collectively exceed the limits prescribed under Section 186 of the Companies Act, 2013.

the Board of Directors and / or Key Managerial Personnel (KMP) of the Company be and are hereby authorized to take from time to time all decisions and such steps as may be necessary for giving loans, guarantees or providing securities or for making such investments and to execute such documents, deeds, writings, papers and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion, deem fit; necessary or appropriate.”

7. TO APPROVE MATERIAL RELATED PARTY TRANSACTION(S) BETWEEN THE COMPANY AND ITS SUBSIDIARIES, ASSOCIATES AND GROUP COMPANIES

To consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, 2013 (“the Act”), as may be applicable, and other applicable provisions of the Act, if any, read with related rules, if any, (including any other applicable provisions or statutory modifications or reenactment thereof for the time being in force), the Memorandum and Articles of Association of the Company and the Company’s Policy on Related Party Transaction(s), and as per the approval of the Audit Committee and Board of Directors of the Company (hereinafter referred to as “Board”,) and subject to requisite statutory/regulatory and other appropriate approvals, if any, as may be required, consent of the Members be and is hereby accorded to the Company to enter into and/or continue the related party transaction(s) / contract(s)/ arrangement(s)/ agreement(s) as per the details provided in the explanatory statement and annexure B (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), with its below mentioned subsidiaries companies, associate companies and group companies, , and accordingly a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, , subject to such related party transaction(s) / contract(s)/ arrangement(s) being carried out at arm’s length and in the ordinary course of business;

Tembo Defence Products Private Limited
Tembo Global Solar Power Private Limited
Tembo Dynamic Solutions Private Limited
Tembo Renewal Energy Private Limited
Saketh Sevvanstar Industries Limited
Tembo Global Infra Limited
Tembo-Pes JV Private Limited

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and is hereby approved, ratified and confirmed in all respect and the Board of Directors and / or Key Managerial Personnel (KMP) of the Company be and are hereby authorised to do all such acts, deeds, matters and things including but not limited to authorising signatories, deciding on the timing, manner and extent of carrying out the aforesaid activities and to

negotiate, finalise and execute agreement(s), arrangement(s), contract(s) and such other document(s), by whatever name called, to make any material modifications to the terms of such related party transactions and to do all such acts, matters and things as may be necessary and to settle any questions or difficulties that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members and to delegate all or any of the powers or authorities herein conferred to any director(s) or other officer(s) of the Company, or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary;

8. CHANGE IN OBJECT CLAUSE OF THE COMPANY

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

The existing main objects under Clause III, under the head “The Main Objects of the Company,” to be amended by the addition of the following new Clause as Clause 2A:

“ RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force, if any) and such other Rules and Regulations, as may be applicable and subject to all necessary approvals, consents, permissions, and / or sanctions as may be necessary and subject to such amendments, modifications, terms and conditions as may be suggested or required by such appropriate authorities or the Registrar of Companies and other necessary approval(s) as may be required in this regard from appropriate authorities and subject to such terms and conditions as may be imposed by them, which the Board of Directors is authorised to accept, as it may deem fit, the consent of the Members of the Company be and is hereby accorded to alter the Main Objects Clause of the Memorandum of Association of the Company by inserting the following new sub-clauses 2A after the existing subclause 2 of Clause III (A) of the Memorandum of Association of the Company:

(2A) To carry on the business of generating, accumulating, distributing, and supplying Solar Energy for its own use or for sale to Governments, State Electricity Boards, Intermediaries in Power Transmission/Distribution, Companies, Industrial Units, or other types of users/consumers of Energy. This includes acquiring concessions or licenses granted by, or entering into contracts with, the Government of India, any State Government, Municipal or Local Authorities, Statutory Bodies, Companies, or any other persons for the development, erection, installation, establishment, construction, operation, and maintenance of Solar Power Plants. Further, to promote, develop, own, acquire, set up, erect, build, install, commission, construct, establish, maintain, improve, manage, operate, alter, control, take on hire/lease, carry out, and run all necessary Plants, equipment, substations, workshops, generators, transmission facilities, machinery, electrical equipment, accumulators, repair shops, wires, cables, lamps, fittings, and apparatus as principals, contractors, developers, or otherwise, and to deal, buy, sell, and hire/lease all apparatus and things required for or used in connection with the generation, distribution, supply, and accumulation of Solar Energy. Additionally, to carry on the business of consultants, advisors, and auctioneers for all types of Solar Energy Plants, and to undertake research and development in the field of solar energy and other allied fields.

RESOLVED FURTHER THAT the Board of Director(s) of the Company and/or Key Managerial Personnel(s) of the Company, be and are hereby severally authorized to file necessary form(s) with the Registrar of Companies and to do all such act(s), deed(s), matter(s) & thing(s) and take all steps as be necessary, proper or expedient to give effect to this resolution.”

9. APPROVAL FOR TEMBO GLOBAL INDUSTRIES - EMPLOYEE STOCK OPTIONS SCHEME 2025 (“THE TGI ESOP SCHEME 2025 / THE SCHEME”):

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

“RESOLVED THAT pursuant to the provisions of section 62 (1) (b) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”),rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment of the Act for the time being in force), Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”) in accordance with the relevant provisions of Memorandum and Article of Association of the Company, and applicable provisions of, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”) and the listing agreement entered into with the Stock Exchange where the securities are listed and any other applicable laws for the time being in force and subject to such other consents, permissions, sanctions and pursuant to the approval of the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deem to include any Committee, including the Nomination and Remuneration Committee which the Board has constituted)consent of the members be and is hereby accorded to the introduction and implementation of ‘Tembo Global Industries - Employee Stock Options Scheme 2025 (“TGI ESOP Scheme 2025 / the Scheme”), contemplating to create, grant, offer, issue and allot from time to time, in one or more tranches, not exceeding 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/- each employee stock options, at such exercise price, to or for the benefit of such person(s) who are in the permanent employment of the Company, whether working in India or outside India, including Directors of the Company, whether whole time director or not (excluding the promoter of the Company, independent director and director holding directly or indirectly more than 10% of the outstanding equity shares of the Company), as may be decided under the Scheme, exercisable into not more than 10,00,000 (Ten Lakhs)equity shares of face value of Rs. 10/- (Rupees Ten only) each fully paid-up, where one employee stock option would convert into one equity share upon exercise, on such terms and in such manner as the Board / Committee may decide in accordance with the provisions of the applicable laws and the provisions of the Scheme.

RESOLVED FURTHER THAT the Scheme shall be administered by the Nomination and Remuneration Committee (“the Committee”) of the Company and shall have all the necessary powers as defined in the Scheme and is hereby designated as Compensation Committee in pursuance of the provisions of SEBI SBEBSE Regulations for the purpose of administration and implementation of the Scheme.

RESOLVED FURTHER THAT the board be and is hereby authorized to issue and allot Equity Shares directly to the eligible employees upon exercise of options from time to time in accordance with the TGI ESOP Scheme 2025 and such equity shares shall rank pari-passu in all respects the existing equity shares of the Company.

RESOLVED FURTHER THAT the Company shall conform to the applicable Accounting Policies, Guidelines or Accounting Standards as may be applicable from time to time, including the disclosure requirements prescribed therein.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any additional equity shares are issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to the employee stock options granted earlier, the ceiling in terms specified above shall be deemed to be increased to the extent of such additional equity shares issued.

RESOLVED FURTHER THAT in case equity shares of the Company are either sub-divided or consolidated, then the number of shares to be allotted to the option grantees shall accordingly be adjusted for the purpose of making a fair and reasonable adjustment to the employee stock options granted earlier and the ceiling in terms specified in the aforesaid resolution shall be deemed to be increased (if applicable) to the extent of such additional equity shares issued or the price of acquisition payable by the option grantees under the Scheme shall automatically stand reduced or augmented, as the case may be, in the same proportion as the existing face value per equity shares of the Company shall bear to the revised face value of the equity shares of the Company after such sub-division or consolidation, without any affecting any other rights or obligations of the said option grantees.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme subject to compliance with the SEBI SBEBSE Regulationsand other applicable laws, rules and regulations, as may be prevailing at that time and also to appoint Advisors, Merchant Bankers, Consultants or Representatives, being incidental for the effective implementation and administration of the Scheme and to make applications to the appropriate Authorities, for their requisite approvals and to take all necessary actions and with power on behalf of the Company to settle all such questions, issues, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereof.

RESOLVED FURTHER THAT to bring into effect and implement the Scheme and generally for giving effect to these resolutions, Directors and/or the Key Managerial Personnel 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 in its absolute discretion deem fit, necessary or desirable for such purpose, including but not limited to the filing of necessary forms with appropriate authorities, admission of Equity

Shares transferred under the scheme with the depositories, listing of Shares with the Stock exchanges etc. and may delegate all or any powers conferred herein, to any committee of directors, with power to further delegate such powers to any executives/ officers of the Company to do all such acts, deeds, matters and things as also to execute such documents as may be necessary in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby also authorised to nominate and appoint one or more persons for carrying out any or all of the activities that the Board of Directors are authorized to do for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT any of the Directors and/or the Key Managerial Personnel of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By Order of the Board of Directors of Tembo Global industries Limited

Place: Navi Mumbai Date: 09-04-2025

Sanjay Patel Managing Director (DIN No. 01958033)

NOTES

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘the Act’) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘ Notice’ ).

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received from Bigshare Services Private LimitedIndia Private Limited, the Company’s Registrar and Transfer Agent (‘ RTA ’) / Depositories as on the close of business hours on Friday, April 11, 2025 being the cut-off date . The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date .

3. The Postal Ballot Notice is being sent by e-mail to those Members who have registered their e- mail address with the Company or with their Depository Participants (“DP”).

4. The Company is pleased to provide Remote e-voting facility to its Members, to enable them to cast their votes electronically. The instructions for Remote e-voting are mentioned in Note No. 13 of this Notice. A Member shall only avail this facility as per the instructions provided herein.

5. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off date shall be eligible to cast their votes through Remote e- voting. A person who is not a Member on the Cut-Off date should treat this Notice for information purposes only.

6. The Remote e-voting shall commence on Tuesday, April 15, 2025, at 9:00 a.m. (IST) and shall end on Wednesday, May 14, 2025 at 5:00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The e-voting module shall be disabled by Bigshare Services Private Limitedfor voting thereafter.

7. A copy of this Postal Ballot Notice is also available on the website of the Company at www.tembo.in, the relevant section of the website of NSE at www.nseindia.com, on which the Shares of the Company are to be listed and on the website of Bigshare Services Private Limited at https://ivote.bigshareonline.com/landing.

8. Members who wish to inspect the documents referred to in the Notice or Explanatory Statement may send their requests at [email protected] from their registered email address mentioning their Name, Folio Number / DP ID & Client ID until the last date of voting period of this Postal Ballot i.e. on Wednesday, May 14, 2025 till 5.00 pm.

9. The Resolution, if passed by the requisite majority, will be deemed to have been passed on the last date specified for voting i.e. on Wednesday, May 14, 2025 . Further, resolutions passed by the Members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

10. Process for registration of email addresses:

To support the “Green Initiative” Members who have not registered their e-mail addresses so far are requested to register their e-mail address with the Company’s RTA or the Depository Participants, in respect of shares held in physical/ electronic mode respectively.

The Members holding shares in DEMAT form are requested to register their e-mail address / electronic bank mandate with their respective Depository Participant.
The Members holding shares in Physical mode are requested to furnish their e-mail address / electronic bank mandate details in Form ISR-1 and other relevant forms pursuant to SEBI Circular bearing reference no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023. Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at www.tembo.in under Investor Information Section.

11. Once the vote on a Resolution is cast by the Member, the Member, shall not be allowed to change it subsequently.

12. The instructions for Remote e-voting by Members are as under:

Bigshare i-Vote E-Voting System

E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

i. The voting period begins on and ends on . During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of may cast their vote electronically. The e-voting module shall be disabled by Bigshare 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 e- voting 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 abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-
Individual
Voting page without any further authentication. The URL for users to login to
Shareholders
Easi/Easiest is https://web.cdslindia.com/myeasitoken/home/login or visit
holding
securities in CDSL website www.cdslindia.com and click on login icon & New System
Demat mode Myeasi Tab and then use your existing my easi username & password.
with CDSL
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	withCDSL

	Individual Shareholders holding securities in demat mode withNSDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by 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 “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 nameBIGSHAREand you will be re-directed toi-Votewebsite 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 athttps://eservices.nsdl.com .Select “Register Online for IDeAS “Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting

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service provider name BIGSHARE and you will be redirected to i-Vote website
for casting your vote during the remote e-Voting period.
Individual
Shareholders You can also login using the login credentials of your demat account through
(holding your Depository Participant registered with NSDL/CDSL for e-Voting facility.
securities in After Successful login, you will be able to see e-Voting option. Once you click
demat mode) on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
login through successful authentication, wherein you can see e-Voting feature. Click on
their company name or e-Voting service provider name and you will be redirected
Depository to e-Voting service provider website for casting your vote during the remote
Participants e-Voting period.
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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. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free No. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022- 48867000.

2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN ’ section to Login on E-Voting Platform.
Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.
Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.
Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.
Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE :If Shareholdersare holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?
Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

After successful login, Bigshare E-voting system page will appear.
Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.
Select event for which you are desire to vote under the dropdown option.
Click on “VOTE NOW” option which isappearing on the right hand side top corner of the page.
Cast your vote by selecting an appropriate option “ INFAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.
Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can

login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e- Voting Platform.
Enter all required details and submit.
After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .
NOTE :If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.
If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?
Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .
(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for Custodian on i-Vote E-voting portal:

After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.
Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).
Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.
- Note : The power of attorney (POA)or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)
Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.
Select the Event under dropdown option.
Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).
Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.

- Helpdesk for queries regarding e voting:

Login type

Helpdesk details

Shareholder‘sother than individual shareholders holding shares in Demat mode & Physical mode.

In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com, under download section or you can email us to [email protected] or call us at: 1800 22 54 22, 022-62638338

By Order of the Board of Directors of Tembo Global industries Limited

SANJAY Digitally signed by JASHBHAI SANJAY JASHBHAI PATEL Date: 2025.04.14 11:05:30 PATEL +05'30'

Place: Navi Mumbai Date: 09-04-2025

Sanjay Patel Managing Director (DIN No. 01958033)

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102(1) AND 110 OF THE COMPANIES ACT, 2013

Item No. 1

The Board of Directors, at its meeting held on April 9, 2025, based on the recommendation of Nomination and Remuneration Committee, appointed Ms. Homai Ardeshir Daruwalla (DIN: 00365880), as an Additional Director (in the capacity of Independent Director) of the Company, with effect from April 9, 2025, for a term of five consecutive years, i.e., upto April 8, 2030, under Sections 149, 150 and 152 of the Act and the Rules framed thereunder.

Ms. H A Daruwalla is eligible to be appointed as an Independent Director for a term of upto five consecutive years. The Company has received:

a. consent in writing from Ms. H A Daruwalla to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),
b. declaration in Form DIR-8 in terms of the Appointment Rules from Ms. H A Daruwalla to the effect that he is not disqualified under sub-section (1) & (2) of Section 164 of the Act, and
c. a declaration to the effect that she meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under SEBI Listing Regulations.
d. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018 that she has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.
e. A notice in writing by a member proposing his candidature under Section 160(1) of the Act.
f. The Company has also received a declaration of independence from Ms. H A Daruwalla.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, she has also confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge her duties as an Independent Director without any external influence.

Further, she is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority and has successfully registered herself on the Independent Director’s Data Bank maintained by the Indian Institute of Corporate Affairs.

For appointment of Ms. H A Daruwalla on the Board, the Nomination and Remuneration Committee took into consideration her rich and varied experience. Further, the Nomination and Remuneration Committee also noted that the skills, expertise and competencies possessed by Ms. H A Daruwalla were in alignment with the skills and expertise, identified by the Committee and the Board, for the Directors of the Company.

Brief profile of Ms. H A Daruwalla is as follows:

Ms H A Daruwalla has reached pinnacle of banking carrear with varies experience of working in three large public sector Banks namely Union Bank of India, Oriental Bank of Commerce and Central Bank of India. She is the second women professional banker and the first women from minority Zoroastrian community who has reached topmost position in PSU Banks in the country purely on the strength of work ethics, with no relevance to gender whatsoever.

Ms H A Daruwalla, Parsi Zoroastrian is more of a doer than talker since she sincerely believes in not controlling people, but to guide and good them, thereby bringing out their full potentials. Her hallmark is the quest for excellance.

With effect from 06 April, 2016, Ms HA Daruwalla was appointed as the Chairperson of the Board of Directors of The Zoroastrian Co-operative Bank Ltd for a term of five years. Ms Daruwalla as carrear banker with over 33 year of experience with various public sector banks, believes that she has much to contribute to “this important Parsi Legacy” i.e going forward, the Zoroastrian Bank needs to benchmark itself against other Co-operative Banks. Listing her priorities, Ms Daruwalla states that “making Zoroastrian bank, a bank to reckon with “ tops her to do list. The Zoroastrian Cooperative Bank Limited will be completed its 100 years in June 2027 and Ms. Daruwalla ,as the Chairperson intends to expand the Bank taking it to greater horizons and to make Parsi Community proud of the one and only Bank called “Zoroastrian Bank” and as true Zoroastrian, all the members of the Community should contribute towards the growth and development of the Bank.

Ms H A Daruwalla, a qualified Chartered Accountant was at the helm of affairs of Central Bank of India as Chairperson and Managing Director overseeing the entire operations of the Bank from 30[th] June 2005 till 31[st] December 2008. At the time of taking over the reins of the Bank, the Bank was sailing through rough waters with stunted business growth and the financial performance of the Bank was not comparable with other peer group Banks' performance. Ms H A Daruwalla rejuvenated the working of the Bank through a series of bold initiatives which yielded positive results for the Bank. The Total Business Mix of the Bank rose from Rs 87,857 Crore as of 30th June 2005 to Rs 2,00,249 Crores as of 31st December 2008 which quantifies to growth of 127.92%in a span of 42 months.

The Technological up gradation in the Bank has received greater thrust under her leadership and the techno initiatives offered by the Bank to its customers are at par with other peer group banks. In fact, there has been total turnaround in the Banks fortune during her stewardship of the 3.5 years which was clearly evident from the overwhelming response to the Banks Initial Public Offer involving issuance of eight Crore equity shares with the face value of Rs. 10 each in the proce band of Rs. 85 (lower band) to Rs. 102 (higher band). The IPO attract nearby eights applications. In overall terms, the issue was oversubscribed by 62 times which is the highest ever subscription, received by any other Bank and it has created history in the Banking Industry.

Ms H A Daruwalla was associated with many important positions and in recognition of her excellent contribution in the field of Banking, Ms. H A Daruwalla has been conferred with many prestigious awards.

Vibrant and brimming with enthusiasm, she has tried to subtly bring about a radical change in the outlook, attitude and perspective amongst the staff working with her. This said, as an individual, Ms H A Daruwalla has always shunned being high profile, waiting for her work and personality to speak about herself and her achievements.

Ms H A Daruwalla believes in converting threats into opportunities and although the task is extremely arduous and challenging, but equally rewarding, she therefore rejuvenates the workforce to give their best to the Institution.

Previous Assignments Held

Prior to taking over the reins of Central Bank of India, Ms H A Daruwalla was the Executive Director, Oriental Bank of Commerce (OBC), where she was instrumental in expediting the integration of the erstwhile Global Trust Bank Ltd. with OBC and provided leadership inputs in the direction of improving work processes, strengthening controls and in deriving benefits from Centralised Banking Technology. In a short span of 10 months at Oriental Bank of Commerce, Ms H A Daruwalla gave new directions to the Bank in its overall development in general and HRD in particular.

Ms HA Daruwalla commenced her banking career with Union Bank of India in June1975 where she handled many important assignments both at Corporate Office and field level. In recognition of her excellent contributions, she received successive promotions and grew to the position of General Manager in April,1997.

Ms H A Daruwalla was also actively associated with a host of Committees constituted in the Bank in the areas of Corporate Governance, Banking Technology Solutions, Audit, Risk Management, Asset Liability Management, Customer Service, Premises and Property, Computerization including Core Banking etc. She was a Member of Central Sub-Committee on Concurrent Audit of Banks constituted by the Institute of Chartered Accountants of India, as also Member of the Committee on Risk Management Practices and Risk Based Supervision formed by the Indian Banks' Association.

Ms H A Daruwalla also handled prestigious assignments as the Region of India Director on the Board of the Institute of Internal Auditors (IIA), Florida, USA for a term of two years commencing 1[st] October 1995 to 30[th] September 1997. The Institute of Internal Auditors, Florida is an International Renowned body having audit luminaries from all over the world as its members.

Post retirement, Ms H A Daruwalla is an executive Advisor /Consultant, her forte being financial sector and is presently on the Board of many prestigious companies as an Independent Director She was associated with AJR Infra and Tolling Limited, Triveni Engineering and Industries Limited, Triveni Turbine Limited, Jaiprakash Assocaites Limited and Associates Alcohol and Breweries Limited. Currently, She is Board Member of Rolta India Limited , Reliance Securities Limited , Reliance Financials Limited and Vizag Seaport Private Limited.

The requisite details and information pursuant to Regulation 36(3) of the SEBI Listing Regulations, the Act and Secretarial Standards, as on the date of Notice, are provided in the “Annexure A” to the Notice. The remuneration (by way of sitting fees) payable to Ms. H A Daruwalla shall be linked to the factors like number of board and committee meetings attended and shall be governed by the Nomination and Remuneration Policy of the Company. A copy of the draft letter for the appointment of Ms. H A Daruwalla as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members.

None of the Directors, Key Managerial Personnel and their relatives except Ms. H A Daruwalla are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board firmly believes that Ms. H A Daruwalla’s innate knowledge and his vast experience will undoubtedly be beneficial to the Company. Pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015, a listed entity shall appoint a person or continue the directorship of any person who has attained the age of seventy-five years, as a non-executive director, only on obtaining approval of the shareholders by way of a special resolution. Ms. H A Daruwalla age is 76.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, recommends the Special Resolution as set out at Item No. 2 of the Postal Ballot Notice for approval of the Members of the Company.

Item No. 2

The Board of Directors, at its meeting held on April 9, 2025, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Ajay Madan (DIN: 07191447), as an Additional Director (in the capacity of Independent Director) of the Company, with effect from April 9, 2025, for a term of five consecutive years, i.e., upto April 8, 2030, under Sections 149, 150 and 152 of the Act and the Rules framed thereunder.

Mr. Madan is eligible to be appointed as an Independent Director for a term of upto five consecutive years. The Company has received:

a. consent in writing from Mr. Madan to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),
b. declaration in Form DIR-8 in terms of the Appointment Rules from Mr. Madan to the effect that he is not disqualified under sub-section (1) & (2) of Section 164 of the Act, and
c. a declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under SEBI Listing Regulations.
d. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.
e. A notice in writing by a member proposing his candidature under Section 160(1) of the Act.
f. The Company has also received a declaration of independence from Mr. Madan.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, he has also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director without any external influence.

Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority and has successfully registered himself on the Independent Director’s Data Bank maintained by the Indian Institute of Corporate Affairs.

For appointment of Mr. Madan on the Board, the Nomination and Remuneration Committee took into consideration his rich and varied experience. Further, the Nomination and Remuneration Committee also noted that the skills, expertise and competencies possessed by Mr. Madan were in alignment with the skills and expertise, identified by the Committee and the Board, for the Directors of the Company.

Brief profile of Mr. Madan is as follows:

Mr. Madan is a Chartered Accountant with 35 years rich experience in the finance , taxation & accounts field. He has extensive expertise in corporate audits, as well as direct and indirect taxation. Over the years, Ajay has played a key role in debt syndication for numerous corporations. Additionally, he has significant experience in conducting forensic audits for various companies across the African continent. Known for his professionalism, Ajay boasts an excellent academic record and a deep understanding of the financial industry.

A copy of the draft letter for the appointment of Mr. Madan as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members.

None of the Directors, Key Managerial Personnel and their relatives except Mr. Madan are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board firmly believes that Mr. Madan’s innate knowledge and his vast experience, will undoubtedly be beneficial to the Company. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, recommends the Special Resolution as set out at Item No. 2 of the Postal Ballot Notice for approval of the Members of the Company.

Item No. 3

The Board of Directors, at its meeting held on April 9, 2025, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Sumantra Sarathi Mahata (DIN: 08524659), as an Additional Director (in the capacity of Independent Director) of the Company, with effect from April 9, 2025, for a term of five consecutive years, i.e., upto April 8, 2030, under Sections 149, 150 and 152 of the Act and the Rules framed thereunder.

Mr. Mahata is eligible to be appointed as an Independent Director for a term of upto five consecutive years. The Company has received:

a. consent in writing from Mr. Mahata to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),
b. declaration in Form DIR-8 in terms of the Appointment Rules from Mr. Mahata to the effect that he is not disqualified under sub-section (1) & (2) of Section 164 of the Act, and
c. a declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under SEBI Listing Regulations.
d. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.
e. A notice in writing by a member proposing his candidature under Section 160(1) of the Act.
f. The Company has also received a declaration of independence from Mr. Mahata.

For appointment of Mr. Mahata on the Board, the Nomination and Remuneration Committee took into consideration his rich and varied experience. Further, the Nomination and Remuneration Committee also noted that the skills, expertise and competencies possessed by Mr. Mahata were in alignment with the skills and expertise, identified by the Committee and the Board, for the Directors of the Company.

Brief profile of Mr. Sumantra Sarathi Mahata is as follows:

Mr. Sumantra Sarathi Mahata (F11966, COP-13473) hails from the southern part of West Bengal, which has given him a rich understanding of the cultural and business dynamics of the eastern region. With over a decade of extensive experience in corporate secretarial management, NCLT matters, ROC compliances, listing compliances, and related areas, he is a seasoned professional in the field.

Mr. Mahata has a diverse background, including more than three years of experience in listed companies and exposure to both the manufacturing and service sectors. In 2014, he transitioned into private practice and is now a Partner at M/s Mahata Agarwal & Associates, Company Secretaries, which has offices in Kolkata, Dhanbad, and Mumbai, catering to a pan-India client base.

A Fellow Member of the Institute of Company Secretaries of India (ICSI), Mr. Mahata holds a Fiveyear Bachelor's degree in Law (Honors), an MBA in Finance, and a Diploma in Arbitration. He and his firm regularly contribute articles to ICSI magazines and various professional web portals, offering valuable insights on corporate governance and legal matters.

The requisite details and information pursuant to Regulation 36(3) of the SEBI Listing Regulations, the Act and Secretarial Standards, as on the date of Notice, are provided in the “Annexure” to the Notice. The remuneration (by way of sitting fees) payable to Mr. Mahata shall be linked to the factors like number of board and committee meetings attended and shall be governed by the Nomination and Remuneration Policy of the Company. A copy of the draft letter for the appointment of Mr. Mahata as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members.

None of the Directors, Key Managerial Personnel and their relatives except Mr. Mahata are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board firmly believes that Mr. Mahata’s innate knowledge and his vast experience, will undoubtedly be beneficial to the Company. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, recommends the Special Resolution as set out at Item No. 3 of the Postal Ballot Notice for approval of the Members of the Company.

Item No. 4

The Board of Directors, at its meeting held on April 9, 2025, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Nikunj Barot (DIN 11034775) as an Additional Director (in the capacity of Independent Director) of the Company, with effect from April 9, 2025, for a term of five consecutive years, i.e., upto April 8, 2030, under Sections 149, 150 and 152 of the Act and the Rules framed thereunder.

Mr. Barot is eligible to be appointed as an Independent Director for a term of upto five consecutive years. The Company has received:

a. consent in writing from Mr. Barot to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),
b. declaration in Form DIR-8 in terms of the Appointment Rules from Mr. Barot to the effect that he is not disqualified under sub-section (1) & (2) of Section 164 of the Act, and
c. a declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under SEBI Listing Regulations.
d. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.
e. A notice in writing by a member proposing his candidature under Section 160(1) of the Act.
f. The Company has also received a declaration of independence from Mr. Barot.

For appointment of Mr. Barot on the Board, the Nomination and Remuneration Committee took into consideration his rich and varied experience. Further, the Nomination and Remuneration Committee also noted that the skills, expertise and competencies possessed by Mr. Barot were in alignment with the skills and expertise, identified by the Committee and the Board, for the Directors of the Company.

Brief profile of Mr. Barot is as follows:

Mr. Nikun Barot is a Chartered Accountant with over 12 years of rich experience in the field of taxation and banking audits. He is the founder and proprietor of Nikunj Barot & Co., established in February 2018, and also serves as a partner at Rajkumar Rathi & Co. Chartered Accountants, which holds prestigious peerreviewed and CAG registrations.

Mr. Barot qualified as a Chartered Accountant in 2012 from the Institute of Chartered Accountants of India (ICAI) and holds a Bachelor of Commerce degree from Mumbai University.

His expertise spans a wide range of services, with a particular focus on: Direct Taxation, International Taxation and GST Compliance & Litigation. In addition to his current roles, Mr. Barot has previously collaborated with esteemed organizations such as M/s GlaxoSmithKline Pharmaceuticals Ltd., Surbhalakshmi Polysters Ltd., and M/s Chaturvedi & Shah, Chartered Accountants, where he hone d his expertise and contributed significantly to complex financial and tax-related matters.

The requisite details and information pursuant to Regulation 36(3) of the SEBI Listing Regulations, the Act and Secretarial Standards, as on the date of Notice, are provided in the “Annexure” to the Notice. The remuneration (by way of sitting fees) payable to Mr. Barot shall be linked to the factors like number of board and committee meetings attended and shall be governed by the Nomination and Remuneration Policy of the Company. A copy of the draft letter for the appointment of Mr. Barot as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members.

None of the Directors, Key Managerial Personnel and their relatives except Mr. Barot are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board firmly believes that Mr. Barot’s innate knowledge and his vast experience will undoubtedly be beneficial to the Company. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, recommends the Special Resolution as set out at Item No. 4 of the Postal Ballot Notice for approval of the Members of the Company.

Item No. 5

The shareholders had accorded consent to the Board of Directors borrowing any sum or sums of money outstanding at any point of time, not exceeding the sum of Rs. 350 Crores in the Annual General Meeting dated September 30, 2024.

Considering the Company's future growth plans, it is proposed to increase the above borrowing limits from the existing Rs. 350 crores to an amount not exceeding at any time a limit of Rs. 500 crores over and above the aggregate of the paid up share capital and free reserves of the Company under section 180 (1) (c)

The proposed borrowings by the Company, if required, is to be secured by mortgage or charge on all or any of the movable or immovable or any other tangible and intangible assets / properties of the Company (both present & future), in favour of any lender including the financial institutions / banks / debenture trustees etc. in such form, manner and ranking as may be determined by the Board of Directors of the Company from time to time, in consultation with the lender(s).

The mortgage and / or charge on any of the movable and / or immovable or any other tangible and intangible assets / properties and / or the whole or any part of the undertaking(s) of the Company, to secure borrowings of the Company with a power to the charge holders to take over the management of the business of the Company in certain events of default, may be regarded as disposal of the Company's undertaking(s) within the meaning of Section 180(1)(a) of the Companies Act, 2013

None of the Directors or key managerial personnel of the Company or their relatives is / are, in any way concerned or interested in the proposed resolutions.

The Board commends resolutions no. 5 as set out in the Notice for your approval as Special Resolutions by way of Postal Ballot.

Item No. 6

In order to make optimum use of funds available with the Company and also to achieve long term strategic and diversified business objectives through its subsidiaries, associative companies s, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other bodies corporate as and when required.

The following are proposed activities of the Tembo Group:

A) Manufacturing of Defence Products Project:

Tembo Defence Products Private Limited, incorporated in 2024, with an object of setting-upa manufacturing unit of defence products in Maharashtra. Tembo Defence Products Private Limited is associate Company of Tembo Global Industries Limited. The Company has proposed to set-up a manufacturing unit to manufacture defence products (Arms & Ammunition) in Maharashtra. Company has signed the MOU with Government of Maharashtra in World Economic Forum, Davos, for setting up a manufacturing unit to produce defence products, involving investment of Rs 1,000 Crores in next 3 years. Government of Maharashtra will provide the government land and all the required approvals for setting-up the manufacturing unit. The Company has already completed the technology tie-up with leading European Company.

B) Solar Power Generation Project

Maharashtra State electricity Distribution Co. Ltd (MSEDCL) has awarded, vide LOA dated 15/10/2024, the project of developing solar photovoltaic power generating station of an aggregate capacity of 120 MW AC (138 MW DC) in Maharashtra under Mukhyamantri Saur Krishi Vahini Yojana 2.0 under Component C of PM Kusum Scheme of Central government.

MSEDCL shall purchase the power generated from the said solar project and execute the Power Purchase agreement for the period of 25 years. This project will be developed on 30 location (substations) in Maharashtra and project cost is Rs. 650 Crore appxo. As per the LOA, Tembo Global Industries Limited, the successful bidder, is allowed to form project SPVs to execute the project. Hence, Tembo Global Industries Limited has planned to split the project in below 3 newly formed SPV companies which are subsidiaries of the Company

Tembo Global Solar Power Private Limited
Tembo Dynamic Solutions Private Limited
Tembo Renewal Energy Private Limited

Considering above and requirement of investment in other group or subsidiary or associate companies for implementation of EPC projects and for business activities, the members may note that pursuant to Section 186 of the Companies Act, 2013 (“Act”), the Company can give loan or give any guarantee or provide security in connection with a loan to its associate or subsidiaries or any other body corporate or person and acquire securities if any of any other body corporate, in excess of 60% of its paid up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more, with the approval of Members by special resolution passed at the general meeting.

In view of the aforesaid, it is proposed to take approval under Section 186 of the Companies Act, 2013, by way of special resolution, up to a limit of Rs. 1500 Crores (Rupees One Thousand Five Hundred Crores Only), as proposed in the Notice.

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

The Board recommends the Special Resolution as set out at Item No. 6 of the Postal Ballot Notice for approval of the Members of the Company.

Item No. 7

Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) provides that all material related party transactions and subsequent material modifications as defined by the audit committee under sub-regulation (2) of Regulation 23 shall require prior approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

Regulation 2(1)(zc) of SEBI Listing Regulations defines “related party transaction” to mean a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand or (ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract.

The value of such transaction(s) (individually or taken together with previous transactions) for each of the proposed company, during the tenure of the resolution, may exceed Rs. 1,000 crores or 10% the annual consolidated turnover of the Company as per the last audited financial statements of the Company i.e. for FY 24, whichever is lower, and hence, approval of the shareholders of the Company by way of an ordinary resolution is required. The Audit Committee of the Company consisting only of Independent Directors, and the Board of Directors, have, based on relevant details provided by the management, at their respective meetings held on April 8, 2025, reviewed and approved the said transaction(s), while noting that such transactions shall be on arms' length basis and in the ordinary course of business and are in accordance with Related Party Transactions Policy of the Company.

The details of the aforesaid transactions are captured under “Annexure B” of this Postal Ballot Notice which are in the ordinary course of business and on arm’s length basis and are in accordance with Related Party Transactions Policy of the Company. These transactions are undertaken for smooth business operations and overall growth of the business of the Company.

None of the Director(s) / Key Managerial Personnel(s) of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions no. 6, except to the extent of their shareholding, if any in the Company.

The Board recommends the Ordinary Resolution as set out at Item No. 7 of the Postal Ballot Notice for approval of the Members of the Company.

Item No. 8

The Company is currently engaged in manufacturing high-quality metal products, Engineering Projects, processing and supplying yarn. Now the Company is entering into the solar energy sector.

The proposed businesses have good potential & bright future prospects for the Company. The said new opportunities would allow the company to diversify its operation thereby, scaling up its growth, and unlocking of shareholder’s wealth. Further, the Maharashtra State electricity Distribution Co. Ltd (MSEDCL) has awarded, vide LOA dated 15/10/2024, the project of developing solar photovoltaic power generating station of an aggregate capacity of 120 MW AC (138 MW DC) in Maharashtra under Mukhyamantri Saur Krishi Vahini Yojana 2.0 under Component C of PM Kusum Scheme of Central government. The Company has entered into execute the Power Purchase agreement for the period of 25 years. This project will be developed on 30 location (substations) in Maharashtra

As per the LOA, Tembo Global Industries Limited, the successful bidder, is allowed to form project special purpose vehicles (SPVs) to execute the project. The Company has already incorporated such SPVs

Further, on receipt of approval from the members, the Company shall commence new project activities at the appropriate time as the Board deems fit.

The Board of Directors, on January 17, 2025, has approved the aforesaid alteration in the Object Clause of the MoA of the Company, subject to the approval of the Members of the Company by way of postal ballot and thereafter by the respective Registrar of Companies.

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 concerned member on demand for the purpose of verification by members.

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

The Board of Directors consider the proposed Special Resolution in the interest of the Company and recommend the alteration of objects clause of the MoA, as set forth in Item No 8 of this Notice, for your approval.

Item No. 9

Employees Stock Options (“Stock Options”) are considered an effective tool to attract, reward, retain and incentivise the best talent in the industry. Stock Options, inter alia, serve to motivate, reward and retain employees, attract specialists/senior professionals, recognize and reward exceptional performance and facilitate the continued building of co-created organization where the

objectives of the employees are aligned with that of the Company on the longer term. Stock Options provide for a right and an option for the grantees to exercise them at pre-determined price and thereby acquire equity shares of the Company.

The Company has structured the Scheme for its eligible employees with the following major objectives:

(a) To reward and incentives the Employees for their association and performance;
(b) To attract, motivate and retain the Employees to contribute to the growth and profitability of the Company;
(c) To bring sense of association with the Company and its growth.

These objectives are intended to be achieved through the grant of Employee Stock Options (“Options”) to Eligible Employees and Directors of the Company.

The intent is to cover senior leaders and key talent who can make a significant difference to the Company’s performance and align their rewards directly with the Company’s performance. The value of the award can be realized only through superior business performance leading to superior share price performance over time.

The Board of Directors at its meeting held on April 9, 2025, based on the recommendation of the Nomination and Remuneration Committee (“NRC”) formulated and approved the Tembo Global Industries - Employee Stock Options Scheme 2025 (“The TGI ESOP Scheme 2025 / the Scheme”). Pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEBSE) Regulations, 2021”), the Company seeks members approval in respect of the Tembo Global Industries - Employee Stock Options Scheme 2025 (“The TGI ESOP Scheme 2025 / the Scheme”)and grant of options to the eligible employees as determined by Compensation Committee from time to time in due compliance of the SEBI (SBEBSE) Regulations, 2021.

In terms of the provisions of Regulation 6 read with Schedule I Part C of SEBI (SBEBSE) Regulations, 2021 and Section 62(1)(b) of the Companies Act, 2013, the broad terms and conditions of the scheme are as follows:

a) Brief Description of the scheme: This Scheme shall be termed as the Tembo Global Industries - Employee Stock Options Scheme 2025 (“The TGI ESOP Scheme 2025 / the Scheme”). The Company has structured this Plan for the Employees. The purpose of the Scheme includes the followings:
To attract relevant talent into the Company to drive its growth plans;
To motivate and retain the Employees to contribute to the growth, profitability and reduce the attrition rate of the Company;
To achieve sustained growth and the creation of shareholder value by aligning the interests of the Employees with the long-term interests of the Company;
To foster a sense of ownership and participation amongst the Employees, allowing them to share in the value they create for the Company in the years to come; and
To provide deferred rewards to Employees.
b) Total Number of Stock Options to be granted: The aggregate number of Stock Options proposed to be granted under the Scheme, from time to time, shall not exceed 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/- each(or such other adjusted figure for any re-organization of capital structure or corporate actions in accordance with the provisions of the Scheme.

If any Option granted under the Scheme lapses or is forfeited or surrendered under any provision of the Scheme, such Option shall be added back to the pool and shall be available for further Grant under the Scheme unless otherwise determined by the Nomination and Remuneration Committee (“the Committee”).Further, the maximum number of Options that can be Granted and the Shares arise upon Exercise of these Options shall stand adjusted in case of Corporate Action.

c) Identification of classes of employees entitled to participate and be beneficiaries in the Scheme: Only Employees are eligible for being granted Option under the Plan. The specific Employees to whom the Option would be granted, and their Eligibility Criteria shall be determined by the Committee.

“Employee” means:

i) an employee as designated by the Company, who is exclusively working in India or outside India; or

ii) a Director of the Company, whether a whole-time director or not, including a non-executive director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director; or

iii) an employee as defined in sub-clauses (i) or (ii), of a Group Company including Subsidiary Company or its Associate Company, in India or outside India

but excludes;

a) an employee who is a Promoter or belongs to the Promoter Group;

b) a Director who either by himself or through his relatives or through anybody corporate, directly or indirectly holds more than 10% of the issued and subscribed shares of the Company.

d) Requirements of vesting and period of vesting: Option granted under Plan shall vest not earlier than minimum period of 1 (One) year and not later than maximum period of 7 (seven) years

from the date of Grant. The Committee may at its discretion change the Vesting schedule provided that such change is not detrimental in the interest of the Employees.

Further in case where Options are granted by the Company under the Plan in lieu of Options held by a person under a similar Plan in another company (“Transferor Company”) which has merged, demerged, arranged or amalgamated with the Company, the period during which the Options granted by the Transferor Company were held by him shall be adjusted against the minimum Vesting Period as per the Scheme.

Provided further that in the event of Death or Permanent Incapacity, the minimum vesting period of One (1) year shall not be applicable and in such instances, the Options shall vest on the date of Death or Permanent Incapacity.

Vesting of Option would be subject to continued employment with the Company. In addition to this, the Committee may also specify certain performance criteria subject to satisfaction of which the Options would vest. Provided that in case of Retirement, the Options whose Vesting is conditioned upon happening of any predefined event or predefined date shall vest on the predefined date of Vesting, in the same proportion as the number of days computed from the date of Grant up to the date of Retirement bears to the number of days from the date of Grant to date of Vesting. Any Unvested Options, remaining if any, would cancel unless otherwise decided by the Committee.

As a prerequisite for a valid Vesting, an Option Grantee is required to be in employment or service of the Company or Group Company including Subsidiary Company or Associate Company, as the case may be, on the date of Vesting and must neither be serving his notice for termination of employment/ service, nor be subject to any disciplinary proceedings pending against him on such date of Vesting. In case of any disciplinary proceedings against any Option Grantee, the relevant Vesting shall be kept in abeyance until disposal of the proceedings and such Vesting shall be determined accordingly.

The specific Vesting schedule and Vesting Conditions subject to which Vesting would take place shall be specified in the letter issued to the Option Grantee at the time of Grant. The period of leave shall not be considered in determining the Vesting Period in the event the Employee is on a sabbatical. In all other events including approved earned leave and sick leave, the period of leave shall be included to calculate the Vesting Period unless otherwise determined by the Committee.

The Committee may, subject to compliance with statutory minimum Vesting Period of One year as per Applicable Laws, accelerate Vesting of unvested Options

e) Maximum period within which the Options shall be vested: Option granted under Plan shall vest not earlier than minimum period of 1 (One) year and not later than maximum period of 7 (seven) years from the date of Grant
f) Exercise price or pricing formula: At the time of grant, the Exercise Price per Stock Option shall be calculated by deducting a specified discount, as determined by the Committee, from the closing market price on the stock exchange as on the day immediately prior to the date of the meeting of the Committee at which such Stock Option is to be granted. The Committee has the power to provide a suitable discount on such price as arrived above. However, in any case the exercise price shall not go below the face value of the Share of the Company.
g) Exercise period and process for exercise: After Vesting, Options can be exercised either wholly or partly, within a maximum exercise period of 12 (Twelve) months from the date of respective vesting, after submitting the Exercise application along with payment of the Exercise Price, applicable taxes and other charges, if any. The Committee may open a quarterly/monthly Exercise window, during the overall exercise period, as per their own discretion.
h) The appraisal process for determining the eligibility of employees to the TGI ESOP Scheme 2025: The Committee shall formulate and implement from time to time an appraisal process for determining the categories/individuals amongst the Eligible Employees who should be granted Stock Options, the quantity of Stock Options that may be granted to them and on the terms of such Stock Options. Such a process shall include past performance and tenure, work profile, performance targets where relevant, and such other quantitative, qualitative and discretionary criteria as the Committee may generally or specifically lay down. The Committee shall also periodically monitor the performance of employees in accordance with the criteria laid down.
i) Maximum number of units to be offered and issued per employee and in aggregate: The maximum number of Stock Options or equity shares issued to any identified Eligible Employee under the Scheme shall not exceed in any one year, one per cent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of Stock Options/ equity shares. The total number of Stock Options to be granted shall not exceed 10,00,000 (Ten Lakhs) Equity Shares(as adjusted for any changes in capital structure/corporate actions in the manner as provided in the Scheme).
j) the maximum quantum of benefits to be provided per employee under the Scheme: The maximum quantum of benefits that will be provided to every eligible Employee under the Scheme will be the difference between the market value of Company’s Share on the Recognized Stock Exchanges as on the Date of Exercise of Options and the Exercise Price paid by the Employee.
k) whether the scheme(s) is to be implemented and administered directly by the company or through a trust: The Plan shall be implemented and administered directly by the Company through the Committee.
l) whether the scheme(s) involves a new issue of shares by the company or secondary acquisition by the trust or both: The Scheme involves new issue of Equity Shares by the Company.
m) The amount of loan provided for implementation of the Scheme by the Company to the Trust, its tenure, utilisation, repayment terms etc.: Not Applicable. The Company will not provide any loan for the implementation of ESOS Scheme to any grantee. However, as per the policy of the Company the Company may provide advance remuneration / salary to any eligible employee / to the grantees of Stock Options which shall be utilized for/adjusted towards the sole purpose of purchase of equity shares of the Company by way of exercise of the Stock Options.
n) Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by trust for the purposes of the scheme(s): Not applicable
o) Statement regarding accounting policy/disclosure as prescribed in the Regulations: The Company shall comply with the disclosures requirements and the accounting policies prescribed under Regulation 15 of the SEBI (SBEBSE) Regulations, 2021or as may be prescribed by regulatory authorities from time to time.
p) The method which the company shall use to value its Stock Options: The Company shall make all the necessary disclosures required under the provisions of the SEBI (SBEBSE) Regulations, 2021and other Applicable Laws. The Company shall comply with the requirements of IND – AS 102 and shall use Fair value method and the fair value of Options would be calculated as per the prescribed method under the applicable regulations.
q) Statement with regard to Disclosure in Director’s Report: As the company is adopting a fair value method, presently there is no requirement for disclosure in director’s report. However, if in future, the Company opts for expensing of share-based employee benefits using the intrinsic value, then the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ report and the impact of this difference on profits and on earnings per share (“EPS”) of the company shall also be disclosed in the Directors’ report.
r) Period of lock: Subject to the provisions of applicable laws, the Shares allotted to the Grantees pursuant to Exercise of Options may be subject to lock-in period from the date of allotment on case-to-case basis, as mentioned in the Grant Letter by the Committee.
s) Terms & conditions for buyback, if any, of specified securities: The Committee has the power to determine the procedure for buy-back of Options granted under the Scheme, if decided to be undertaken at any time by the Company, and the applicable terms and conditions, in accordance with the Applicable Laws.
t) Listing: Subject to the approval of the Stock Exchange(s), the Shares issued and allotted on Exercise of the Options shall be listed on the recognized Stock Exchange on which the Shares of the Company are listed.
u) Other terms and conditions: The Board or the Committee shall have the absolute authority to vary or modify the terms of the Scheme in accordance with the SEBI (SBEBSE) Regulations, 2021 in accordance with the regulations and guidelines prescribedby the Securities Exchange Board of India, including in terms of the SEBI (SBEBSE) Regulations, 2021or other regulations that may be issued by theappropriate authority, from time to time, unless such variation, modification or alteration is detrimental to theinterest of the employees who have been granted Stock options under the Scheme.

Regulation 6 (1) of the SEBI (SBEBSE) Regulations, 2021requires that every employee stock option scheme shall be approved by the members of a company by passing a special resolution in a general meeting. Further, as the Scheme will entail further issue of shares, accordingly,consent of the members is required by way of a special resolution pursuant to Section 62 (1) (b) of the Companies Act, 2013.

The options to be granted under the Scheme shall not be treated as an offer or invitation made to the public for subscription of securities of the Company. The conforms to SEBI (SBEBSE) Regulations, 2021

The relevant documents mentioned in the notice are available for inspection by the members at the registered office of the Company on all working days during business hours.

Directors / Key Managerial Personnel of the Company / their relative who may be granted options under the Scheme may be deemed to be concerned or interested in the Special resolution at Item No. 9 of this Notice.

Save as aforesaid, none of the Directors/ Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise, in the said Special Resolution.

The Board of Directors recommends the resolution set out in Item No.9 of the Notice for the approval of the members by means of special resolution.

By Order of the Board of Directors of Tembo Global industries Limited

Place: Navi Mumbai Date: 09-04-2025

SANJAY Digitally signed by JASHBHAI SANJAY JASHBHAI PATEL Date: 2025.04.14 11:06:07 PATEL +05'30' Sanjay Patel Managing Director (DIN No. 01958033)

Annexure A

Information pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India regarding the Directors proposed to be appointed:

Name of the Director	Homai A Daruwalla Ajay Madan Sumantra S Mahata Nikunj Barot	Homai A Daruwalla Ajay Madan Sumantra S Mahata Nikunj Barot	Homai A Daruwalla Ajay Madan Sumantra S Mahata Nikunj Barot	Homai A Daruwalla Ajay Madan Sumantra S Mahata Nikunj Barot
DIN	00365880 07191447 08524659 11034775
Date of Birth	15/07/1969 15/0 1/1983 05/11/1986
Age	76 56 42 39
Date of First Appointment on Board	09-04-2025 09-04-2025 09-04-2025 09-04-2025
Qualifications
Expertise in specific functional areas	Refer Notice and Explanatory Statement
Skills and capabilities required for the role and the manner in which the Directors meet the requirements
Terms and conditions of appointment	Appointment as an Independent Director for a period of 5 consecutive years effective from April 9, 2025, to April 8, 2030 (for further details refer the Notice and ExplanatoryStatement).
Details of remuneration last drawn	Not Applicable Not Applicable Not Applicable Not Applicable
Details of remuneration sought to bepaid	As per the Nomination and Remuneration Policy of the Company
Directorships in other listed Companies (excluding foreign companies)	Rolta India Limited	None	None	None
Membership/ Chairpersonship of Committees in other listed companies (excluding foreign companies)	None	None	None	None
Listed entities from which the Director has resigned from Directorship in last 3 (three) years	1. Ajr infra and tolling limited 2. Triveni turbine limited 3. Triveni engineering and industries limited 4. Associated	None	None	None

Annexure B

Name of the Related Party	Tembo Defence Products Private Limited	Tembo Global Solar Power Private Limited	Tembo Dynamic Solutions Private Limited	Tembo Renewal Energy Private Limited	Saketh Sevvanstar Industries Limited	Tembo Global Infra Limited	TEMBO-PES JV PRIVATE LIMITED
Nature of Relationship	Direct Associate Company of the Company & promoter are same, hence a Related Party	Direct Subsidiary of the Company & hence a Related Party	Direct Subsidiary of the Company & hence a Related Party	Direct Subsidiary of the Company & hence a Related Party	Related Party by virtue of being a part of Promoter Group of the Company	Direct Associate Company of the Company & part of promoter group	Direct Subsidiary of the Company & hence a Related Party
Name of Director(s) or Key Managerial Personnel who is related, if any.	Mr. Sanjay Patel and Mr. Shabbir Merchant	Mr. Sanjay Patel and Mr. Shabbir Merchant	Mr. Sanjay Patel and Mr. Shabbir Merchant	Mr. Sanjay Patel and Mr. Shabbir Merchant	Mr. Sanjay Patel, Mrs Smita Patel, Mr. Shalin Patel, Mrs Fatema Kachwala and Mr. Shabbir Merchant	Mr. Sanjay Patel, Mrs Fatema Kachwala and Mr. Shabbir Merchant	Mr. Shalin Patel and Mrs Fatema kachwala
Type, material terms and particulars of transaction	The transactions involves: `➢`Sale, Purchase, Supply of goods /materials. `➢`Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances. `➢`Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business	The transactions involves: `➢` Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances. `➢`Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business	The transactions involves: `➢`Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances. `➢`Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business	The transactions involves: `➢`Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances. `➢`Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business	The transactions involves: `➢`Sale, Purchase, Supply of goods /materials. `➢`Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances.`➢`Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business	The transactions involves: `➢`Sale, Purchase, Supply of goods /materials. `➢`Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances.`➢` Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business	The transactions involves: `➢`Sale, Purchase, Supply of goods /materials. `➢`Availing/rendering of services. `➢`Receipt & Payment of Interest on Loans & Advances.`➢` Investments, borrowings, lending `➢`Corporate guarantee `➢`Other recurring transactions for furtherance of business

Tenure	12 months or such other mutually period	12 months or such other mutually period
Value of the transaction (Rs) and the percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.	 Not exceeding Rs. 500 crores (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise)  115% (assuming full draw down of the limit)	 Not exceeding Rs. 700 crores for 3 companies (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise)  162% (assuming full draw down of the limit)	 Not exceeding Rs. 50 crores per company (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise)  11.57% per company (assuming full draw down of the limit)
Any other information that may be relevant	With the object to enter into defence product manufacturing business, the Company may enter into various transactions in the nature of purchase and sale of goods, receipt and rendering of services and other transactions. Further the Company will provide Corporate Guarantee to the defence project. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations	With the entering into new business activity, the Company may enter into various transactions in the form of investment, lending, advance loan, receipt and rendering of services and other transactions. Further the Company will provide Corporate Guarantee to the solar power generation project. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations	With the increasing in business, the Company may enter into various transactions in the form of supply of goods and services, investment, lending, corporate guarantee, advance loan, receipt and rendering of services and other transactions. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations

 Being a related party transaction, all the related parties of the Company shall not vote on this resolution irrespective of the fact that such related party is a party or has interest in the said transaction.

 For a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) is not given , as the subsidiaries are recently incorporated.

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Tembo Global Industries Limited — Proxy Solicitation & Information Statement 2025

62443_rns_2025-04-14_7bbd9c32-956a-4b71-baed-9f0555b066f4.pdf

Sub: Submission of Postal Ballot N o tice

Dear Sir/Madam,