THOMAS SCOTT (INDIA) LIMITED — Proxy Solicitation & Information Statement 2026

Feb 17, 2026

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	Date: February 17, 2026
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

Subject: Notice of Extra-Ordinary General Meeting

Dear Sir/ Madam,

This is to inform that the Extra-Ordinary General Meeting (“EGM”) of the Company will be held on Thursday, March 12, 2026 at 10.30 a.m. through Video Conferencing/ Other Audio-Visual Means in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

Notice of EGM is enclosed herewith. The Notice of the EGM is also uploaded on the Company’s website and can be accessed at https://www.thomasscott.org/investor-relations.htm

We would further like to inform that the Company has fixed Thursday, March 05, 2026 as the cut-off date for ascertaining the names of the members holding shares either in physical form or in dematerialized form, who will be entitled to cast their votes electronically in respect of the business to be transacted as per the Notice of the EGM and to attend the EGM.

E-voting at the web-site of NSDL: www.evoting.nsdl.com

Date of commencement of remote e-voting: Monday, 09[th] March, 2026 Start Time: 09.00 A.M.

Date of end of remote e-voting: Wednesday, 11[th] March, 2026 End Time: 05.00 P.M.

This is for your information and record.

Thanking You, Yours faithfully, For Thomas Scott (India) Limited BRIJGOPAL Digitally signed by BRIJGOPAL BALARAM BALARAM BANG Date: 2026.02.17 BANG 18:57:35 +05'30' Brijgopal Bang Managing Director DIN: 00112203

Enclosed: As stated above

THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

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Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

NOTICE

NOTICE is hereby given to the Shareholders (the “Shareholders” or the “Members”) THOMAS SCOTT (INDIA) LIMITED (“Company”) that the 1[st] Extra-Ordinary General Meeting (“EGM”) of the Company for the Financial year 2025-26 will be held on Thursday, March 12, 2026, at 10.30 a.m. through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’), to transact the following special business:

SPECIAL BUSINESS:

1. Approval of Material Related Party Transaction with Bang Overseas Limited.

To consider, and, if thought fit, approve the material related party transaction(s) proposed to be entered into by the Company and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with Bang Overseas Limited, a related party of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, as per the details given below and also set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

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Sr. Name of the Party Nature of Amount of Tenure
No. (Nature of Relationship) Transaction Transaction
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Sr. No. Name of the Party (Nature of Relationship) Nature of Transaction Amount of Transaction Tenure	Sr. No. Name of the Party (Nature of Relationship) Nature of Transaction Amount of Transaction Tenure	Sr. No. Name of the Party (Nature of Relationship) Nature of Transaction Amount of Transaction Tenure	Sr. No. Name of the Party (Nature of Relationship) Nature of Transaction Amount of Transaction Tenure	Sr. No. Name of the Party (Nature of Relationship) Nature of Transaction Amount of Transaction Tenure
1	Bang Overseas Limited (an enterprise owned or significantly influenced by the Key Managerial Personnel of the Company and/or their relatives)	Sale/Purchase of Raw Material and Finished Goods and /or Services.	200 Crores	1 years from the date of Approval i.e. 12th March, 2026 to 11th March, 2027.

RESOLVED FURTHER THAT the Board be and are hereby authorized to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard. ”

THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

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Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

2. Approval of Material Related Party Transaction with Vedanta Creations Limited

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

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with Vedanta Creations Limited , a related party of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, as per the details given below and also set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary (ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

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Sr. Name of the Party and Nature of Tenure Amount of
No. Nature of Relationship Transaction Transaction
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Sr. No. Name of the Party and Nature of Relationship Nature of Transaction Tenure Amount of Transaction	Sr. No. Name of the Party and Nature of Relationship Nature of Transaction Tenure Amount of Transaction	Sr. No. Name of the Party and Nature of Relationship Nature of Transaction Tenure Amount of Transaction	Sr. No. Name of the Party and Nature of Relationship Nature of Transaction Tenure Amount of Transaction	Sr. No. Name of the Party and Nature of Relationship Nature of Transaction Tenure Amount of Transaction
1	Vedanta Creations Limited (Enterprise owned or significantly influenced by the Key Managerial Personnel of the Company and/or their relatives.)	Sale/ Purchase of Goods and Services	1 years from the date of Approval i.e. 12th March, 2026 to 11th March, 2027.	100 Crores

RESOLVED FURTHER THAT the Board be and is hereby authorized to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard.”

3. To approve the increase in investment limits for non-resident Indian and overseas citizens of India

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

“ RESOLVED THAT pursuant to the applicable provisions of Foreign Exchange Management Act, 1999, as amended (“FEMA”), Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, as amended up to date, the Consolidated Foreign Direct Investment Policy Circular of 2020 issued by the Department for Promotion of Industry and Internal Trade, Government of India, Master Directions – Foreign Investment issued

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THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

by the Reserve Bank of India (as amended from time to time), the Companies Act, 2013 as amended, as the case may be and all other applicable acts, rules, regulations, provisions and guidelines (including any statutory modifications or re-enactments thereof for the time being in force) and subject to all applicable approvals, permissions and sanctions of the Reserve Bank of India (“RBI”), Ministry of Finance, Government of India (“MoF”), the Ministry of Corporate Affairs, Government of India (“MCA”) and other concerned authorities and subject to such conditions as may be prescribed by any of the said concerned authorities while granting such approvals, permissions or sanctions which may be agreed to by the Board of Directors of the Company, the respective limits of investment by non-resident Indians (“NRI” and overseas citizens of India (“OCI”) in the Equity Shares of the Company in accordance with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, is increased from 10 % to 24% of the paid-up equity share capital of the Company, provided however that the shareholding of each non-resident Indian and overseas citizens of India in the Company shall not exceed the limit as may be stipulated by RBI in each case, from time to time.

RESOLVED FURTHER THAT the board of directors of the Company or any duly authorized committee or representative thereof, be and are hereby severally authorized to take all steps for giving effect to the aforesaid resolutions, including making the necessary applications, filing forms with the relevant authorities and doing all such acts, deeds, and things as may be required or deemed necessary to implement such resolutions. ”

By Order of the Board of Directors For Thomas Scott (India) Limited

Place: Mumbai Date: 14.02.2026

Sd/Rashi Bang Company Secretary & Compliance Officer

Registered Office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (West), Mumbai, Maharashtra - 400013

Notes:

1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold EGM/AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC / OAVM.

2. A Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. Since the EGM shall be conducted through VC / OAVM, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. Hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/ OAVM and participate there and cast their votes through e-voting.

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THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

1. Participation of members through VC will be reckoned for the purpose of quorum for the EGM as per Section 103 of the Act.

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

3. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.

4. 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 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.

5. In line with the aforesaid Circulars, the Notice of EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on February 13, 2026. Members may note that Notice has been uploaded on the website of the Company at www.thomasscott.org. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EOGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

6. In view of the ‘Green Initiatives in Corporate Governance’ introduced by MCA and in terms of the provisions of the Companies Act, 2013, members who are holding shares of the Company in physical mode, are required to register their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondences, etc., through emails in the electronic mode instead of receiving physical copies of the same. Members holding shares in dematerialized form, who have not registered their email addresses with Depository Participant(s), are requested to register / update their email addresses with their Depository Participant(s).

7. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice.

8. The relative Statement pursuant to Section 102 of the Companies Act, 2013, with respect to the special business set out in Item No. 1, 2 & 3 is annexed hereto.

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THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020 and relevant circulars issued by SEBI, the Notice of the EGM for the financial year 2025-26 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 EGM shall be sent to those Members who request for the same. The Notice of the 1[st] EGM for the financial year 2025-26, is available on the website of the Company at www.thomasscott.org, 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.

2. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

3. 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, 13[th] February, 2026 have been considered for the purpose of sending the EOGM Notice.

14. Members are requested to:

• a. Intimate changes, if any, in their registered addresses to the Company or the Registrar at an early date.

• b. Quote folio numbers/DP ID & Client ID in all their correspondence.

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

• Non-Resident Indian Members are requested to inform RTA, immediately of:

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

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

• A Body Corporate being a member shall be deemed to be personally present at the meeting if represented in accordance with the provisions of Section 113 of the Companies Act, 2013.

18. Members can address their queries to the Company at investor.tsil@banggroup.com

19. Process and manner for Members opting for voting through Electronic means:

a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the EGM/AGM will be

THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

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Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

provided by NSDL.

b) Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Thursday, March 05, 2026, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

c) A person who has acquired the shares and has become a Member of the Company after the dispatch of the Notice of the EGM and prior to the Cut-off date i.e. Thursday, March 05, 2026, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the EGM by following the procedure mentioned in this part.

d) The remote e-voting period will commence at 9.00 a.m. on Monday, March 09, 2026 and will end at 5.00 p.m. on Wednesday, March 11, 2026. During this period, the Members of the Company holding shares either in physical mode or in demat mode as on the Cut-off date i.e. Thursday, March 05, 2026 may cast their vote electronically. The Members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by NSDL thereafter. The facility for voting through e-voting system shall also be made available during the EGM for those Members who have not cast their vote through remote e-voting.

e) Once the vote on a resolution is casted by the Member, he/she shall not be allowed to change it subsequently or cast the vote again.

g) The Company has appointed CS Sonam Jain, Practicing Company Secretary (Membership No. FCS: 9871; CP No: 12402), to act as the Scrutinizer for remote e-voting as well as the e-voting on the date of the EGM, in a fair and transparent manner.

f) The voting rights of the Members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. Thursday, March 05, 2026.

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

The remote e-voting period begins on Monday, March 09, 2026 at 09.00 A.M. and ends on Wednesday, March 11, 2026 at 05.00 P.M . The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Thursday, March 05, 2026 , may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

- 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

THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

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Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

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:

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand 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. ExistingIDeASuser 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 ore- Voting service provider i.e. NSDLand 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. 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. 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 ore- Voting service provider i.e. NSDLand you will be redirected

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THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

	to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1) 2) 3) 4)	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. 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. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

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

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

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

**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 atevoting@nsdl.com or 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.com or contact at toll free no. 1800- 21-09911

B) Login Method for e-Voting 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 :

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THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

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’.

   • (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: d) 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.

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

3. f) 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.

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

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

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

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

CIN: L18109MH2010PLC209302

==> picture [141 x 48] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

- 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 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 info@khacs.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

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

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THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

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 (selfattested scanned copy of Aadhar Card) by email to investor.tsil@banggroup.com

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

you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in 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 EOGM ARE AS UNDER:-

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

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

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

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

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

1. Member will be provided with a facility to attend the EOGM 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.

THOMAS SCOTT (INDIA) LIMITED CIN: L18109MH2010PLC209302

==> picture [141 x 48] intentionally omitted <==

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. investor.tsil@banggroup.com www.thomascott.org

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

1. 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.

1. 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.

2. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the EGM.

By Order of the Board of Directors For Thomas Scott (India) Limited

Place: Mumbai Date: 14.02.2026

Sd/Rashi Bang Company Secretary & Compliance Officer

Registered Office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (West), Mumbai, Maharashtra - 400013

CIN: L18109MH2010PLC209302

==> picture [141 x 47] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

EXPLANATORY STATEMENT

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

The following statement sets out all the material facts relating the Resolution Nos. 1 & 2 to be passed as mentioned in the accompanying Notice:

Item No. 1 & 2:

The provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), require prior approval of the Members by way of an Ordinary Resolution for all material related party transactions if a transaction with a related party to be entered into individually or taken together with previous transactions during a financial year, exceed(s) the thresholds specified in Schedule XII of these regulations.

Regulation 23(4) of SEBI listing regulations provides that all material related party transactions shall require prior approval of the shareholders through an ordinary resolution.

The Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds as provided in the said regulation. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, at its meeting held on February 14, 2026, reviewed and approved the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of business of the Company.

Minimum Information to be provided to the shareholders for approval of Material RPTs:

In terms of SEBI Circular dated October 13, 2025 on Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“RPT Industry Standards”), the explanatory statement contained in this Notice provides the required information:

Pursuant to the SEBI Circular dated October 13, 2025, the Minimum Information relating to the proposed related party transaction(s) is provided as under:

SN Particulars of the Information Informationprovided by the Management	SN Particulars of the Information Informationprovided by the Management	SN Particulars of the Information Informationprovided by the Management	SN Particulars of the Information Informationprovided by the Management
A. Details of the relatedparty and transactions with the relatedparty
A1)	Basic details of the Related Party Transaction
1	Name of the Related Party	Bang Overseas Limited	Vedanta Creations Limited
2	Countryof incorporation of the	India	India

==> picture [141 x 47] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

	relatedparty	relatedparty
3	Nature of business of the related party Designing, manufacturing and trading of men’s formal and casual wear garments, including customised apparel		Manufacturing, producers, processors, traders, dealers, wholesalers, retailers, importers, exporters, agents, stockiest, distributors, seller of and dealer in in all kinds of fabrics, textiles and other textilegoods.
A2)	Relationship and ownership of the relatedparty
1	Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party — including nature of its concern (financial or otherwise) and the following:	Bang Overseas Limited (“BOL”) – an enterprise owned or significantly influenced by the Key Managerial Personnel of the Company and/or their relatives.	Vedanta Creations Limited (“VCL”) – an enterprise owned or significantly influenced by the Key Managerial Personnel of the Company and/or their relatives.
	a) Shareholding of the listed entity / subsidiary (in case of transaction involving the subsidiary), whether direct or indirect,in the relatedparty.	Nil	Nil
	b) Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Not Applicable	Not Applicable
	c) Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating	Promoters of the listed entity are the Promoters of the related party.	Promoters of the listed entity are the Promoters of the related party.

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THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

==> picture [522 x 667] intentionally omitted <==

----- Start of picture text -----

investor.tsil@banggroup.com www.thomascott.org
indirect shareholding,
shareholding held by relatives
shall also be considered.
A(3) Details of previous transactions with the related party
1 Total amount of all the Year Nature Amount Year Nature Amount
transactions undertaken by the of (Rs. In of (Rs. In
listed entity or subsidiary with transact crores) transact crores)
the related party during the last ion ion
financial year. 2024-25 Purchas 90.41 2024- Purchas -
e of 25 e of
Goods Goods
2024-25 Sale of 64.82 2024- Sale of -
Goods 25 Goods
2 Total amount of all the Total Amount of Purchase Not Applicable
transactions undertaken by the Transaction - Rs. 46.857 crores
listed entity or subsidiary with (till September 30, 2025)
the related party in the current Total Amount of Sale
financial year up to the quarter Transaction – Rs. 46.5091 Cr
immediately preceding the (till September 30, 2025)
quarter in which the approval is
sought.
3 Any default, if any, made by a No No
related party concerning any
obligation undertaken by it
under a transaction or
arrangement entered into with
the listed entity or its subsidiary
during the last three financial
years.
A(4) Amount of the proposed
transactions
1 Amount of the proposed Upto 200 Crore for Upto 100 Crore for
transactions being placed for purchase/sale of raw purchase/sale of raw
approval in the meeting of the materials and finished goods materials and finished
Audit Committee/ and /or Services goods and /or Services
shareholders.
2 Whether the proposed Yes Not Applicable
transactions taken together
with the transactions
undertaken with the related
party during the current
financial year would render the
proposed transaction a material
----- End of picture text -----

==> picture [141 x 47] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

==> picture [470 x 629] intentionally omitted <==

----- Start of picture text -----

RPT?
3 Value of the proposed The value of the proposed The value of the proposed
transactions as a percentage of transaction represents transaction represents
the listed entity’s annual approximately 124.20% of the approximately 62.10% of
consolidated turnover for the annual turnover for the the annual turnover for the
immediately preceding financial immediately preceding immediately preceding
year financial year. financial year.
4 Value of the proposed Not Applicable Not Applicable
transactions as a percentage of
subsidiary’s annual standalone
turnover for the immediately
preceding financial year (in case
of a transaction involving the
subsidiary, and where the listed
entity is not a party to the
transaction)
5 Value of the proposed The value of the proposed The value of the proposed
transactions as a percentage of transaction represents transaction represents
the related party's annual approximately 105.52% of approximately 1232.9% of
consolidated turnover (if the related party’s annual the related party’s annual
consolidated turnover is not Consolidated turnover for the turnover for the
available, calculation to be immediately preceding immediately preceding
made on standalone turnover of financial year. financial year.
related party) for the
immediately preceding financial
year, if available.
6 Financial performance of the Details of BOL as standalone & Details of VCL as
related party for the Consolidated basis standalone basis
immediately preceding financial
year (FY 2024-25) (Rs.in Crores) Particular’ Standal Consol Particulars Amount (Rs.
s one idated crores)
Amoun Amou Standalon 8.51
t (Rs. In nt (Rs. e
crores) In Turnover
crores) Standalon 9.45
Turnover 190.49 188.83 e
17 Networth
Networth 78.57 87.10 Standalon 0.14
e Net
Net ( 1.99) (2.17)
Profits
Profits/los
s
A(5) Basic details of the proposed
transaction
1 Specific type of the proposed Sale/ purchase of raw materials Sale/ purchase of raw
----- End of picture text -----

==> picture [141 x 47] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

==> picture [470 x 639] intentionally omitted <==

----- Start of picture text -----

transaction and finished goods and / or materials and finished
services goods and/or Services
2 Details of each type of the At arms' length (Based on At arms' length (Based on
proposed transaction quotations) quotations)
3 Tenure of the proposed 12 Months 12 Months
transaction (tenure in number
of years or months to be
specified)
4 Whether omnibus approval is Yes Yes
being sought?
5 Value of the proposed NA NA
transaction during a financial
year.
If the proposed transaction will
be executed over more than
one financial year, provide
estimated break-up financial
year-wise.
6 Justification as to why the RPTs The proposed transaction(s) The proposed transaction(s)
proposed to be entered into are in the ordinary course of are in the ordinary course of
are in the interest of the listed business and at arm’s length business and at arm’s length
entity and are required for business and are required for
operations, ensuring continuity business operations,
of supply, operational ensuring continuity of
efficiency and cost supply, operational
optimization. efficiency and cost
optimization.
7 Details of the promoter(s)/
director(s) / key managerial
personnel of the listed entity
who have interest in the
transaction, whether directly
or indirectly.
a. Name of the Director/KMP Mr. Brijgopal Bang Mr. Brijgopal Bang
Mr. Vedant Bang Mr. Vedant Bang
Mrs. Vandana Bang Mrs. Vandana Bang
b. Shareholding of the Mr. Brijgopal Bang- 11.22% -
director/KMP, whether direct Mrs. Vandana Bang – 4.89%
or indirect, in the related party
8 A copy of the valuation or other The certificate from The certificate from
external party report, if any, Independent Statutory Auditor Independent Statutory
shall be placed before the Audit has been received and placed Auditor has been received
Committee. before the Audit Committee and placed before the Audit
Meeting. Committee Meeting.
9 Other information relevant for None None
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==> picture [141 x 47] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

==> picture [470 x 357] intentionally omitted <==

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decision making
B(1) Disclosure only in case of transactions relating to sale, purchase
or supply of goods or services or any other similar business
transaction and trade advances
1 Bidding or other process, if any, Not Applicable Not Applicable
applied for choosing a party for
sale, purchase or supply of
goods or services
2 Basis of determination of price. At Arm’s length basis At Arm’s length basis
3 In case of Trade advance (of
upto 365 days or such period
for which such advances are
extended as per normal trade
practice), if any, proposed to
be extended to the related
party in relation to the
transaction, specify the
following:
a. Amount of Trade advance 25 crores 25 crores approx.
b. Tenure 1 year 1 year
c. Whether same is self- Yes Yes
liquidating?
4 Any other information that None None
may be relevant
----- End of picture text -----

As per the SEBI Listing Regulations, all related parties of the Company, whether or not a party to the proposed transaction(s), shall abstain from voting on the said resolution.

The Board recommends passing the Ordinary Resolutions as set out in Item no. 1 & 2 of this Notice, for approval by the Members of the Company.

Mr. Brijgopal Bang, Mr. Vedant Bang, Managing Directors and Mrs. Vandana Bang, Director and their relatives are deemed to be concerned or interested in resolution no. 1& 2 of this Notice.

None of the other Directors, Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the proposed resolution, as set out in Item no. 1 & 2 of this Notice.

Item No. 3:

In terms of Foreign Exchange Management Act, 1999, as amended, the Foreign Exchange Management (Nondebt Instruments) Rules, 2019, as amended (the “FEMA Regulations”), and the Consolidated Policy Circular of 2017, as amended (together with the FEMA Regulations, the “FEMA Laws”), the Non Resident Indians (“NRI”) and Overseas Citizens of India (“OCI”), together, can acquire and hold on repatriation basis up to an aggregate

==> picture [141 x 47] intentionally omitted <==

THOMAS SCOTT (INDIA) LIMITED

CIN: L18109MH2010PLC209302

Regd office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013.

investor.tsil@banggroup.com www.thomascott.org

limit of 10% of the paid up equity share capital of an Indian company. The FEMA Laws further provide that the limit of 10% can be further increased up to 24%, by passing a special resolution to that effect by the shareholders and followed by necessary filings with Reserve Bank of India. The Company proposes to increase the aggregate limit of investment by non-resident Indians in the Company from 10% to 24% of the paid-up equity share capital. This allows Non-Resident Indians (NRIs) to acquire a greater stake in the company’s equity shares, thereby strengthening its capital base. Additionally, participation from NRI and overseas investors enhances the company’s reputation, boosts investor confidence, and increases its global visibility.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice.

The Board Recommends the Special Resolution set out at Item No. 3 of the Notice for approval by the shareholders.

By Order of the Board of Directors For Thomas Scott (India) Limited

Place: Mumbai Date: 14.02.2026

Registered Office: 447, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (West), Mumbai, Maharashtra - 400013

Sd/Rashi Bang Company Secretary & Compliance Officer