THOMAS SCOTT (INDIA) LIMITED — AGM Information 2025

Sep 5, 2025

==> picture [183 x 67] intentionally omitted <==

Date: September 05, 2025

To, To, The General Manager, The Manager, Department of Corporate Services, Listing Department, BSE Ltd. National Stock Exchange of India Limited P.J. Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Fort, Mumbai- 400 001 Bandra (East), Mumbai - 400051

Ref: BSE Scrip Code: 533941 and NSE Symbol: THOMASCOTT

Dear Sir/ Madam,

Subject: Notice convening the 15th Annual General Meeting (“AGM”) of Thomas Scott (India) Limited (“the Company”)

Dear Sir/ Madam,

Pursuant to Regulations 30 and 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we hereby enclose the Notice convening the 14th AGM of the Company to be held through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) for the financial year 2024-25.

Details of AGM are as under:

Particulars	Details
Day and Date	Monday, September 29, 2025
Time	11.30 A.M. (IST)
Book Closure Date	Tuesday, September 23, 2025 to Monday, September 29, 2025 (both days inclusive)

The Notice for the 15th AGM of the Company is being sent electronically to those shareholders whose email IDs are registered with the Company/Registrar and Share Transfer Agent and the Depositories. The aforesaid Notice is also available on the Company's website at https://www.thomasscott.org/investor-relations.htm and on the website of National Securities Depository Limited (“NSDL”) at https://www.evoting.nsdl.com.

The remote e-voting period commences on Thursday, September 25, 2025 at 09:00 A.M. and ends on Sunday, September 28, 2025 at 05:00 P.M. During this period, members holding shares either in physical form or in dematerialised form as on Monday, September 22, 2025, i.e. cut-off date, may cast their vote electronically.

This is for your information and record.

Thanking You,

Yours faithfully,

For Thomas Scott (India) Limited

BRIJGOPAL BALARAM BANG Digitally signed by BRIJGOPAL BALARAM BANG DN: c=IN, o=Personal, title=2822, pseudonym=133495294746230124465C65BJ1zdZLp, 2.5.4.20=ac45d24581890bf1014415f0ec363a21f2470d27256f29cf08c3b9abcb920cdf, postalCode=400006, st=Maharashtra, serialNumber=bf990facd45d8aeb9ffdb88b070c0393240c9273c8dc8022e191e173a30581e1, cn=BRIJGOPAL BALARAM BANG Date: 2025.09.05 19:01:06 +05'30'

Brijgopal Bang Managing Director DIN: 00112203

Encl: As stated above

==> picture [556 x 53] intentionally omitted <==

==> picture [68 x 26] intentionally omitted <==

NOTICE OF 15[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the FIFTEENTH (15[TH] ) ANNUAL GENERAL MEETING (AGM) of the Members of THOMAS SCOTT (INDIA) LIMITED will be held on, Monday, September 29, 2025, at 11.30 P.M through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’), to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2025, together with the Reports of the Auditors and the Board of Directors’ thereon.

2. To appoint a director in place of Mrs. Vandana Bang (DIN: 08488909) who retires by rotation, being eligible, seeks re-appointment.

SPECIAL BUSINESS:

3. To appoint Mrs. Usha Manish Ghelani (DIN: 10414386) as a Non-Executive Independent Director of the company.

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors), Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mrs. Usha Manish Ghelani (DIN: 10414386) who was appointed as Additional Independent Director of the Company by the Board of Directors in their meeting held on 1[st ] September, 2025, as recommended by Nomination and Remuneration Committee and who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 and has submitted a declaration to that effect be and is hereby regularized/appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 01[st] September, 2025 to 31[st] August, 2030 (both days inclusive).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary or expedient to give effect to this resolution.”

4. Appointment of Secretarial Auditors of the Company for a period of 5 years:

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

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

“RESOLVED THAT pursuant to the provisions of Section 204(1) and all other applicable provisions of the Companies Act, 2013, read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the Members of the Company be and is hereby accorded to appoint Mrs. Sonam Jain, Practicing Company Secretary (having COP Number 12402 and Peer review certificate Number - 2588/2022), as the Secretarial Auditor of the Company, as recommended by Board of Directors in their meeting held on 1[st] September, 2025, to hold the office for the first term of Five years from the Financial Year 2025-26 to 2029-30, to issue (i) the Secretarial Audit Report under Section 204 of the Companies Act, 2013 for the term and (ii) the Secretarial Audit Reports under Regulation 24A(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the term.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the annual remuneration plus applicable taxes and out-of-pocket expenses payable to them during their tenure as the Secretarial Auditor of the Company, as determined by the Audit Committee in consultation with the said Secretarial Auditor.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

5. To re-appoint Mr. Brijgopal Bang (DIN: 00112203) as Managing Director:

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

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force), and on the recommendation of the Nomination and Remuneration committee and the Board and as per the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to reappoint Mr. Brijgopal Bang (DIN: 00112203) as Managing Director, for a further period of 3 (three) years from the expiry of his present term of office, that is, with effect from December 01, 2025 till November 30, 2028 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit;

RESOLVED FURTHER THAT the remuneration payable to Mr. Brijgopal Bang, Managing Director with effect from December 01, 2025 shall be within the limit as specified under section 197 of the Companies Act, 2013 read with Schedule V of the Act, as under:

I. Period of Remuneration: December 01, 2025 to November 30, 2028.

• II. Remuneration : up to Rs. 4,00,000/- per month which may be provided in one or more of the following heads:

• a. Basic Salary

• b. House Rent Allowances

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

• c. Special allowance

• d. Leave Travel allowance

• e. City Compensatory Allowance

• f. Annual club maintenance fees

• g. Payment of statutory contribution toward PF, ESIC as may be applicable

• h. Conveyance allowance

• i. Gratuity

• j. Other allowance, with the annual increment, may be decided by the Board from time to time.

RESOLVED FURTHER THAT the Mr. Brijgopal Bang, Managing Director shall not be entitled for any sitting fee for attending any meeting of the Board of Directors or a committee thereof.

RESOLVED FURTHER THAT the relation between the Company and Mr. Brijgopal Bang, Managing Director shall be deemed to be employer-employee and his services may be terminated by either side by providing 6 months’ notice or remuneration in leave thereof.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee and the Board of directors of the Company be and is hereby authorized with liberty and powers to increase, reduce, alter or vary the terms and conditions of remuneration in such manner as the Board may deem fit within the limit specified as aforesaid from time to time during his tenure.”

RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto.”

By Order of the Board of Directors For Thomas Scott (India) Limited Place: Mumbai Sd/Date: 01.09.2025 Rashi Bang Company Secretary & Registered Office: Compliance Officer 50, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400013.

NOTES:

1. The Annual General Meeting (AGM) will be held on Monday, 29[th] September, 2025 at 11:30 P.M. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) in compliance with the applicable provisions.

2. The Ministry of Corporate Affairs, Government of India (“MCA”) has issued General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 19/2021, 21/2021, 2/2022, 10/2022 and 09/2023 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and September 25, 2023, respectively, (“MCA Circulars”) allowing, inter-alia, conducting of AGMs through Video Conferencing / Other Audio-Visual Means (“VC/ OAVM”) facility on or before September 30, 2024, in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No. 20/2020. The

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020; Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated May 13, 2022; and Circular No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 (“SEBI Circulars”) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In compliance with these Circulars, provisions of the Act and Listing Regulations, the 14[th] AGM of the Company is being held through VC/ OAVM facility, without the physical presence of Members at a common venue. The deemed venue for the 14[th] AGM shall be the Registered Office of the Company.

1. As the AGM shall be conducted through VC / OAVM, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/ OAVM and participate there and cast their votes through e-voting.

2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act”), setting out material facts concerning the Special business under Item Nos. 3 & 4 of the accompanying Notice, is annexed hereto.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM through e-voting.

4. The Company has appointed Ms. Sonam Jain, Practicing Company Secretary, as Scrutinizer to scrutinize the e-voting process in fair and transparent manner.

5. Corporate/ Institutional Members (i.e. other than individuals/ HUF, NRI, etc.) are entitled to appoint authorized representatives to attend the AGM through VC/ OAVM on their behalf and cast votes through remote e-voting or voting at the AGM. Corporate/ Institutional Members intending to authorize their representatives to participate and vote at the AGM are requested to send a certified copy of the Board Resolution/ Authorization letter (PDF/ JPG format) to the Scrutinizer through e-mail at cssonamjain3@gmail.com with a copy marked to Company investor.tsil@banggroup.com & evoting@nsdl.co.in authorizing its representative(s) to attend the AGM through VC/ OAVM and cast vote on their behalf, pursuant to section 113 of the Act.

6. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 23[rd] September, 2025 to Monday, 29[th] September, 2025 (both days inclusive).

7. Details of the Director seeking appointment/ re-appointment at the 15[th] AGM is provided in Annexure A of this Notice. The Company has received the requisite consents/ declarations for the Re-appointment under the Companies Act, 2013 and the rules made thereunder.

8. Pursuant to SEBI Circular no. SEBI/HO/MIRSD/ MIRSDPoD-1/P/ CIR/2023/37 dated March 16, 2023, issued in suppression of earlier circulars issued by SEBI bearing nos. SEBI/HO/MIRSD/MIRSD RTAMB /P/CIR/2021/655 and SEBI/HO/MIRSD/ MIRSDRTAMB/P/CIR/2021/687 dated November 3, 2021 and December 14, 2021, respectively, SEBI has mandated all listed companies to record PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

securities. The folios wherein any one of the cited documents/details is not available on or after October 1, 2023, shall be frozen by the RTA. Further details and relevant forms to update the above mentioned are available on the Company’s website at https://www.thomasscott.org/investor-relations.htm

1. The Company has dispatched a letter to the Members holding shares in physical form in relation to the above referred SEBI Circular. Members who hold shares in dematerialised form and wish to update their PAN, KYC, Bank details and Nomination, are requested to contact their respective DPs. Further, Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhar to avoid freezing of folios. Such frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/ or Prevention of Money Laundering Act, 2002, after December 31, 2025. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form, for ease in portfolio management.

2. Members holding shares in physical form and who have not updated their e-mail address with the Company are requested to update their e-mail address for receiving all communication & members holding shares in Demat may contact their Depository Participant to update their email address, nominee and bank account details.

3. In terms of the MCA Circulars and relevant circulars issued by SEBI, the Notice of the 15[th] AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose e-mail id is registered with the Company or the Depository Participants (DPs). Physical copy of the Notice of the 15[th] AGM along with Annual Report for the financial year 2023-24 shall be sent to those Members who request the same. The Notice of 15[th] AGM along with the Annual Report for the financial year 2024-25, is available on the website of the Company at https://www.thomasscott.org/investor-relations.htm, on the website of Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.

4. All the members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on Friday 29[th] August, 2025 have been considered for the purpose of sending the AGM Notice and Annual Report 2024-25.

5. SEBI vide its notification dated January 25, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the above, members holding shares in physical form are advised to dematerialize the shares with their Depository Participant.

6. During the AGM, Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. Members desiring inspection of statutory registers and other relevant documents may send their request in writing to the Company at investor.tsil@banggroup.com.

7. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of Listing Regulations (as amended) and applicable Circulars, the Company provides the facility to

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Members to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means. National Securities Depository Limited (NSDL) is providing the facility for voting and attending the AGM through VC/ OAVM. The instructions for e-voting are given in this Notice.

1. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Monday, 22[nd] September, 2025 i.e. a day prior to commencement of book closure date, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

2. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM; however, they shall not be eligible to vote at the meeting. Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through NSDL e-voting system at .

https://www.evoting.nsdl.com/

1. The detailed instructions and the process for accessing and participating in the 15[th] AGM through VC/OAVM facility and voting through electronic means including remote e-voting are explained herein below:

The remote e-voting period begins on Thursday, 25[th] September 2025 at 09:00 A.M. and ends on Sunday, 28[th] September 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. 22[nd] September 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

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

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

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Individual 1. For OTP based login you can click Shareholders on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. holding You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., securities in Verification code and generate OTP. Enter the OTP received on demat mode registered email id/mobile number and click on login. After successful with NSDL. authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [200 x 117] intentionally omitted <==

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility, upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

B) Login Method for e-Voting and joining virtual meetings for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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

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

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

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

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

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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

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

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

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

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

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

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

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

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

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

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

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

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

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

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

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

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

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

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cssonamjain3@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Rimpa Bag at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to .

investor.tsil@banggroup.com

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@banggroup.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meetings for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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

correctly in their demat account in order to access e Voting facility.

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

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

2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting system in the EGM/AGM.

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

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

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

1. Members will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

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

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

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investor.tsil@banggroup.com. The same will be replied by the company suitably.

Procedure to Raise Questions/Seek Clarifications with Respect to Annual Report

• ➢ Members who would like to express their views or ask questions may register themselves as a speaker by sending the request along with their queries in advance mentioning their name, demat account number/ folio number, PAN, email id and mobile number at investor.tsil@banggroup.com Only those speaker registration requests received till 5.00 pm (IST) on Thursday, 23[th] September, 2025 will be considered and responded to during the AGM.

• ➢ The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

General Information

• i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, Members are advised to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password

• ii. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or staying abroad or demise of any members as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participants and holdings should be verified.

• iii. In all correspondences with the Company, members are requested to quote their account/ folio numbers and in case their shares are held in the dematerialized form, they must quote their DP ID and Client ID No(s).

• iv. In all correspondences with the Company, members are requested to quote their account/ folio numbers and in case their shares are held in the dematerialized form, they must quote their DP ID and Client ID No(s).

• v. The Scrutinizer “Ms. Sonam Jain” shall, immediately after the conclusion of voting at the AGM, will first download the votes cast at the meeting and thereafter unblock the votes cast through remote E-Voting in the presence of at least 2 (two) witnesses not in the employment of the Company and not more than forty eight (48) hours of the conclusion of the AGM, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman, or a person authorized by him in writing who shall countersign the same and declare the result of voting forthwith.

• vi. The results of the e-voting shall be declared to the Stock Exchanges after the conclusion of AGM. The results along with the Scrutinizer’s Report shall also be placed on the website of the Company at www.banggroup.com. The Resolutions, if approved, shall be deemed to be passed, on the date of AGM.

By Order of the Board of Directors For Thomas Scott (India) Limited Sd/Place: Mumbai Rashi Bang Date: 01.09.2025 Company Secretary & Registered Office: Compliance Officer 50, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400013.

EXPLANATORY STATEMENT

(Pursuant to section 102 of the Companies Act, 2013)

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 3, 4 and 5.

Item No. 3: Appointment of Mrs. Usha Manish Ghelani (DIN: 10414386) as a Non-Executive Independent Director of the Company

Mrs. Usha Manish Ghelani, aged 60 years is Qualified and experienced Chartered Accountant with a strong background in auditing, taxation, financial management, and corporate governance. Skilled in conducting statutory and tax audits, preparing tax audit reports, filing income tax returns, and handling income tax scrutiny and appeals for individuals, firms, and companies. She hold senior finance leadership roles, including Vice President – Finance and CFO positions, with responsibility for overall financial control, finalization of accounts, and coordination with banks for credit facilities and funding. Actively involved in IPO-related work and compliance with regulatory bodies.

As a practicing CA and audit partner, led audits for diverse entities including public sector undertakings, educational institutions, and private companies. Experienced in stock audits, limited review reports, and providing tax planning consultancy. Also serves as an Independent Director, contributing to financial strategy and corporate governance.

After due evaluation of Mrs. Usha Manish Ghelani carried out based on the criteria of evaluation framed, and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 1[st] September, 2025 have approved the Appointment of Mrs. Usha Manish Ghelani as an Independent Director of the Company, not liable to retire by rotation, for a first term of 5 consecutive years viz. from 1[st] September, 2025 to 31[st] August, 2030 (both days inclusive) subject to the approval of the members.

The Company has received declaration and confirmation from the director inter-alia confirming that she meets the criteria of independence as prescribed under the Companies Act,2013 & rules made there under SEBI (LODR) Regulations, 2015 as amended from time to time and that she does not have any disqualification for appointment as Independent Director and consented her appointment. The Company has also received notice under Section 160 of the Act from the member of the Company proposing her candidature for the appointment as an Independent Director of the Company.

Mrs. Usha Manish Ghelani do not hold any equity shares of the Company. None of the Directors, key managerial personnel and/or their relatives are concerned or interested in the Resolution except Mrs. Usha Manish Ghelani and her relative/s.

Details pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard-2 is enclosed as Annexure- B.

In light of the above, your Board recommends to pass necessary resolution as set out in Item No. 3 of the notice as a Special Resolution.

Item No. 4: Appointment of Secretarial Auditors of the Company for a period of 5 years:

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

shall be a Peer Reviewed Company Secretary and shall annex a Secretarial Audit Report in such form as specified, with the annual report of the listed entity.

SEBI vide its notification dated December 12, 2024 has now amended the aforesaid Regulation relating to appointment of Secretarial Auditors, the key highlights of which inter-alia are as follows:

• The term of Secretarial Auditors shall be for a period of five years only;

• An individual can be appointed as Secretarial Auditor for not more than one term of five consecutive years;

• a Secretarial Audit firm can be appointed as Secretarial Auditor for not more than two terms of five consecutive years;

• The appointment of Secretarial Auditors must be approved by the shareholders in general meeting on the basis of recommendation of the Board.

Accordingly, the Board of Directors at its meeting held on 1[st] September, 2025, recommended the appointment of Mrs. Sonam Jain, Practicing Company Secretary (Peer Review No. 2588/2022), Practicing Company Secretaries as Secretarial Auditor of the Company for a term of five consecutive years to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report for the period commencing from FY 2025-26 till FY 2029-30, for approval of shareholders at its ensuing Annual General Meeting.

Sonam Jain have consented to the said appointment and confirmed that their appointment, if made, would be within the limit specified by the Institute of Companies Secretaries of India. Sonam Jain have further confirmed that they have not incurred any disqualification and are eligible to be appointed as Secretarial Auditor of the Company in terms of Regulation 24A (1A) of SEBI Listing Regulations, 2015, provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated 31 December 2024.

Pursuant to Regulation 36 of SEBI Listing Regulations, the following details are mentioned below for the information of Members:

Proposed audit fee payable to auditors	The fees for the audit will be mutually decided by the Board of Directors of the Company and Secretarial Auditor.
Terms of appointment	The Secretarial Auditor would be appointed for period of five consecutive years commencing from FY 2025-26 till FY 2029-30.
Basis of recommendation and auditor credentials	While recommending Sonam Jain for appointment, the Board evaluated its clientele, technical expertise, team size and eligibility criteria prescribed under SEBI Listing Regulations 2015. Profile Sonam Jain, is a peer reviewed Individual practicing Company Secretary since 2013, operating from Thane. She has a vast experience in Secretarial Audits of the Listed and Unlisted Companies, Compliance management of client Companies and Advisory in Corporate laws. Core competence of her lies in

ANNUAL REPORT 2024-25

compliance management in Corporate Laws.

==> picture [68 x 26] intentionally omitted <==

None of the directors/key managerial personnel of the Company and their relatives are concerned or interested in this resolution.

The Board recommends passing of the Ordinary Resolution as set out in item no. 4 of this Notice for the approval of Members.

Item No. 5: Approval for the re-appointment of Mr. Brijgopal Bang, Managing Director of the Company.

In accordance with the provisions of Section 196, 197 and 203 read with Schedule V of the Act, to reappoint and pay remuneration, requires approval of members. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 1[st] September, 2025, approved the re-appointment of Mr. Brijgopal Bang (DIN: 00112203) as Managing Director of the Company for a further period of 3 (three) years from the expiry of his present term, that is, with effect from 01[st] December, 2025, on a remuneration of Rs. 4,00,000/- per month (inclusive of perquisites and allowances), subject to the approval of the shareholders through special resolution in the General Meeting of the Company.

Mr. Brijgopal Bang is the Promoter and Managing Director of the Company. He has vast experience of the textile industry for over 20 years. He is effectively taking care of all the business and financial responsibilities. Based on his vast experience and efforts, the Board of Directors considered it to be desirable to re-appoint him as managing director. The appointment and payment of remuneration was approved by the Board based on industry standards and the responsibilities handled by the Managing Director of the Company.

The terms of remuneration, as set out in resolution no. 5, are just, fair and reasonable by the Nomination and Remuneration Committee and are in accordance with the remuneration policy of the Company as well as in the industry.

Mr. Bang and his relatives shall be deemed to be concerned or financially interested in the resolution to the extent of remuneration payable to him as stated in the resolution. Further that and Mr. Vedant Bang, the Managing Director being his relative may be deemed to be concerned or interested otherwise. Except them, none of the Directors or key managerial personnel of the Company or their relatives are directly or indirectly concerned or interested, financially or otherwise, in this resolution.

Considering the above, your Board recommends passing necessary resolution as set out in Item No. 5 of the notice as a Special Resolution.

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

ANNEXURE-A

DETAILS OF DIRECTOR RETIRING BY ROTATION AND SEEKING APPOINTMENT / REAPPOINTMENT AT THE 15TH ANNUAL GENERAL MEETING

[Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings]

Name of the Director	Mr. Brijgopal Bang	Mrs. Vandana Bang
DIN	00112203	08488909
Date of Birth	26.07.1967	19.09.1973
Age	57 Years	52 Years
Date of first appointment on the Board	01.12.2006	30.06.2024
Qualifications	He is a Commerce Graduate and completed Master of Management Studies (MMS) from Bombay University in the year 1992.	Degree in Bachelor of Commerce
Experience and Expertise	Mr. Brijgopal Bang has had vast experience of the textile industry for over 20 years.	Mrs. Vandana Bang is having a degree in Bachelor of Commerce. She is being associated with the Company viz. Thomas Scott (India) Limited as General Manager (Admin Department) since the year 2021. With her forte in making best Designs and Patterns, Company has grown at a fast pace and has always been among prime and preferred fabric and Garment business in the market. She has more than 5 years of experience in textile industry.
Number of Meetings of the Board attended during the year (FY 2024- 2025)	11 out of 11	7 out of 9
Directorship held in other Public Limited Companies (including listed Companies)	Bang Overseas Limited Vedanta Creation Limited	Bang Overseas Limited

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Chairman/ Membership of Committees in other Public Limited Companies	Bang Overseas Limited: 1. Member of Audit Committee; 2. Member of Stakeholder Relationship Committee	NIL
Listed entities from which the person has resigned in the past 3 years	Nil	Nil
No. of equity shares held in the Company	33,06,900 (22.54)	17,00,000 (11.59%)
Relationship with other directors, manager and other Key Managerial Personnel of the Company	Mr. Brijgopal Bang is the father of Mr. Vedant Bang, Managing Director (E-Comm) of the Company and Husband of Mrs. Vandana Bang, Additional Director of the Company.	Spouse of Mr. Brijgopal Bang, Managing Director of the Company. And She is Mother of Mr. Vedant Bang, Managing Director(E-Comm) of the Company.
Terms and Conditions of appointment/ re- appointment	Re-appointment as Managing Director of the Company for a further period of 3 years as per section 196, 197, 198 read with schedule V of the Companies Act, 2013	Re-appointment in terms of section 152(6) of the Companies Act, 2013
Remuneration last drawn	Rs. 4,00,000 per month.	NA
Remuneration sought to be paid	Rs. 4,00,000 per month.	NA

Name of the Director	Usha Manish Ghelani
DIN	10414386
Date of Birth	09.06.1965
Age	60 yrs.
Date of Appointment	03.09.2025

ANNUAL REPORT 2024-25

==> picture [68 x 26] intentionally omitted <==

Qualifications	Mrs. Usha Manish Ghelani (DIN: 10414386) Qualified and experienced Chartered Accountant with a strong background in auditing, taxation, financial management, and corporate governance. Skilled in conducting statutory and tax audits, preparing tax audit reports, filing income tax returns, and handling income tax scrutiny and appeals for individuals, firms, and companies.
Experience and Expertise	Held senior finance leadership roles, including Vice President – Finance and CFO positions, with responsibility for overall financial control, finalization of accounts, and coordination with banks for credit facilities and funding. Actively involved in IPO-related work and compliance with regulatory bodies.
Number of Meetings of the Board attended during the year (FY 2024-2025)	Not Applicable
Directorship held in other Public Limited Companies (including listed Companies)	Nil
Chairman/ Membership of Committees in other Public Limited Companies	Nil
Listed entities from which the person has resigned in the past 3 years	Nil
No. of equity shares held in the Company	Nil
Disclosure of relationship between Directors and Key Managerial Personnel, inter-se	Not related
Terms and Conditions of Re-appointment	As per the Nomination & Remuneration Policy of the Company
Remuneration last drawn	Nil
Justification for choosing the appointee for appointment as an Director	The expertise & vast experience of Mrs. Mrs. Usha Manish Ghelani will help the Company to achieve new targets.

ANNUAL REPORT 2024-25