Vardhman Acrylics Limited — Proxy Solicitation & Information Statement 2024

Apr 18, 2024

LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-0161-2601048, 2220766 E: secretarial.lud@vardhman.com

Ref. VAL: SCY: APR: 2024-25 Dated: 18.04.2024

National Stock Exchange of India Limited, "Exchange Plaza", Plot No. Ch, G Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051 Scrip Code - VARDHACRLC

SUB : POSTAL BALLOT NOTICE - DISCLOSURE UNDER REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISC LOSURE REQUIREMENTS) REGULATIONS, ²⁰¹⁵

Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated March 30, 2024, seeking approval of Members of the Company by way of Special Resolution on the following resolution through Postal Ballot Process:

1. | To appoint Mr. Bal Krishan Choudhary as a Non-Executive Non-Independent Director designated as the Vice-Chairman of the Company.

Postal Ballot Notice is being sent only through electronic mode to the Members whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) and whose email ID is registered with the Company/ Depositories, as on Friday, April 5, 2024 (Cut-off Date). The Company has engaged the services of CDSL as the agency for providing remote e-voting facility. The detailed procedure for remote e-voting is provided in the Notes to the Notice of the Postal Ballot.

Further, the shareholders who have not registered their email address and in consequence could not receive the Postal Ballot Notice may get their email registered by writing to the Company/ RTA/ Depository Participant (DP) (more specifically detailed in Point No. 5 of the Notes to the attached Postal Ballot Notice).

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

Commencement of voting	Friday, April 19, 2024 at 09:00 a.m. IST
End of voting	Saturday, May 18, 2024 at 05:00 p.m. IST

YARN | FABRICS | TH D GARMENTS [| FIBRES | STEELS

LUDHIANA- 141010, PUNJAB T: +91-161-2228943-48 F: +91-0161-2601048, 2220766 E: secretarial.lud@vardhman.com

The e-voting module will be disabled by the Service provider i.e. CDSL after 5:00 P.M. on Saturday, May 18, 2024. The result of the Postal Ballot shall be declared on or before 2 working days from the conclusion of e-voting process. The Members can vote on resolution through remote e-voting facility only. Assent or dissent of the Members on the resolution mentioned in the Notice would be taken through remote e-voting system only.

The Postal Ballot Notice is also available on the website of the Company at www.vardhman.com and on the website of CDSL (e-voting agency) at www.evotingindia.com.

Kindly note and display the notice on your notice board for the information of the members of your exchange and general public.

Thanking you,

Yours faithfully,

For Vardhman Acrylics Limited

WWW.VARDHMAN.COM Satin Katyal Digitally signed by Satin Katyal DN: c=IN, o=Personal, postalCode=141008, l=Ludhiana, st=Punjab, street=HOUSE NO 6636 \3 NEW hargobind nagar, Shivaji Nagar, Ludhiana Punjab India- 141008-, title=4032, 2.5.4.20=7bc117eadff8f59c1f056821fd1a2a97a 6c014256619e6c1614a7fe33badc7b8, serialNumber=4feb2456f17b1ab5611e440b304 4253839cc7cda7099bc42143670707e650c8c, email=satinkatyal@vardhman.com, cn=Satin Katyal Date: 2024.04.18 14:44:53 +05'30'

(Satin Katyal) Company Secretary

YARNS | FARRICS | THREADS CARMENTS | EFIRRES YARNS FABRICS THREADS | GARMENTS | FIBRES STEELS

Vardhman Acrylics Limited CIN: L51491PB1990PLC019212 Registered Office: Chandigarh Road, Ludhiana, Punjab - 141010 Tel. No. 91-161-2228943 Fax No.: 91-161-2601048 Email: secretarial.lud@vardhman.com; Website: www.vardhman.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars as defined below)

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read together with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), including any statutory modification(s) or enactment thereof for the time being in force and any other applicable provisions of the Act and the Rules made thereunder, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by The Institute of Company Secretaries of India, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 3/2022 dated May 5, 2022 read with other relevant circulars and General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs ("MCA Circulars") and any other applicable laws and regulations, to transact the following proposed special business by the Members of Vardhman Acrylics Limited ("the Company") by passing resolution by way of Postal Ballot only by voting through electronic means ("remote e-Voting"). The proposed resolution as set out below, along with the Explanatory Statement pursuant to Sections 102 and 110 of the Act setting out material facts in relation to the proposed resolution, are being sent to the Members for their consideration and approval.

The Company will send Postal Ballot Notice by e-mail to all its Members who have registered their email addresses with the Company/RTA or Depository/ Depository Participants ("DP") and the communication of assent/ dissent of the Members will only take place through the remote e-Voting system. This Postal Ballot Notice is accordingly being initiated in compliance with the MCA Circulars.

In compliance with the requirements of the MCA Circulars, hard copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. The Company is providing remote e-Voting facility for the Postal Ballot as an alternate, which would enable the Members to cast their votes electronically, instead of casting their votes and dispatching Postal Ballot forms physically.

You are requested to peruse the proposed resolution set out below along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-Voting facility provided by the Company not later than 5:00 P.M. IST on Saturday, 18th May, 2024, failing which it will be strictly considered that no reply has been received from the Member. Members desiring to exercise their votes are requested to carefully read the instructions in the Notes under the section "Instructions for voting through remote e-Voting".

The results of voting by means of Postal Ballot through remote e-Voting shall be declared on or before 2 working days from the conclusion of e-Voting process and will be displayed along with the Scrutinizer's Report at the Company's website www.vardhman.com and on the website of Central Depository Services (India) Limited ("CDSL"), who will provide the platform for remote e-Voting, and will also be communicated to the Stock Exchange where the shares of the Company are listed.

ITEM OF SPECIAL BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT IS AS UNDER:

TO APPOINT MR. BAL KRISHAN CHOUDHARY AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR DESIGNATED AS THE VICE-CHAIRMAN OF THE COMPANY:

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 provisions of Sections 152 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as 'the Act'), the rules made thereunder and Regulations 17 and other applicable provisions, if any, 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), Mr. Bal Krishan Choudhary (DIN: 00307110), who, pursuant to the provisions of Section 161(1) of 'the Act', was appointed by the Board of Directors of the Company, as an Additional Director in the category of Non-Executive Non-Independent, designated as the Vice-Chairman of the Company, with effect from 1st April, 2024, and in respect of whom the Company has received a notice in writing under Section 160 of 'the Act' from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director on the Board of Directors of the Company, liable to retire by rotation, designated as the Vice-Chairman of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Choudhary will be paid remuneration, by way of, commission equal to 2% of the Net Profits of the Company."

By order of the Board of Directors For Vardhman Acrylics Limited

Sd/- (Satin Katyal)

Place: Ludhiana Company Secretary Date: 30th March, 2024 M. No.: ACS40578

Notes:

• 1. The Explanatory Statement for the proposed resolution pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (the "Act") and Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out material facts pertaining to the resolution is annexed hereto and forms part of this Notice.
• 1. In accordance with the MCA Circulars, the Company has sent this Postal Ballot Notice through e-mail to all the Members of the Company whose names appear in the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL"), (collectively referred as "Depositories"), as on Friday, 5th April, 2024 (the "Cut-off Date") and who have registered their e-mail addresses in respect of electronic holdings with the Depository through the concerned Depository Participants ("DP") and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, M/s MCS Share Transfer Agent Limited ("RTA") or the Company.
• 1. In terms of the MCA Circulars, since the matter as proposed in the Postal Ballot Notice shall be passed by the Members of the Company through remote e-Voting only, therefore, the vote in this Postal Ballot cannot be exercised through proxy.
• 1. In terms of the MCA Circulars, the Company will send this Postal Ballot Notice in electronic form only and the hard copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-Voting only.
• 1. Members who have not registered their email addresses can now register the same by sending scanned copy(ies) of duly signed request letter, along with such other documents as mentioned in point no. 15, to the Company at secretarial.lud@vardhman.com. Members holding shares in demat form are requested to register their email addresses with their DP's only.
• 1. The Postal Ballot Notice is also available on the website of the Company at www.vardhman.com. The same can also be accessed from the website of the Stock Exchange i.e.National Stock Exchange of India Limited at www.nseindia.com, and on the website of Central Depository Services (India) Limited (e-Voting agency) at www.evotingindia.com.
• 1. All the material documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by Postal Ballot/evoting. Alternately, Members may also send their requests to secretarial.lud@vardhman.com from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.
• 1. Person, whose name is 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. Friday, 5th April, 2024, shall be entitled to avail the facility of remote e-Voting. A person who is not a Member as on the Cut-off date should treat this notice for information purpose only.

It is, however, clarified that all Members of the Company as on the Cut-off Date, including those Members who may not have received this Notice due to non-registration of their email IDs with the Company/RTA/ Depositories, shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified hereinafter in this Notice.

• 1. 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. Friday, 5th April, 2024.
• 1. The Board of Directors of the Company in its meeting held on March 30, 2024 has appointed M/s Khanna Ashwani & Associates, Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballot / e-Voting process in a fair and transparent manner. Mr. Ashwani Kumar Khanna (Certificate of Practice No. 2220), Prop. of the said firm, has given his consent to act as the scrutinizer and would be available for the purpose of ascertaining the requisite majority.
• 1. The Scrutinizer will, after the conclusion of remote e-Voting, unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and submit his report to the Chairman or any other person authorised by the Board including Company Secretary, who shall countersign the same and declare the result of the voting forthwith. The result of the Postal Ballot shall be declared latest by 05:00 p.m. on Monday, 20th May, 2024. The last date specified by the Company for e-Voting i.e. Saturday, 18th May, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority. The Scrutinizer's decision on the validity of votes cast through Postal Ballot will be final.

The result of the Postal Ballot and Report of Scrutinizer will also be displayed on the website of the Company at www.vardhman.com. The same can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com, and on the website of CDSL (e-Voting agency) at www.evotingindia.com.

• 1. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one National daily newspaper circulating throughout India (in English language) and one daily newspaper published in the language of the region, where registered office of the Company is situated (i.e. in Punjabi language).
• 1. Important details regarding the remote e-Voting facility are provided below:

Cut-off date for determining the Members	Friday, 5th April, 2024
entitled to vote through e-Voting
Commencement of voting	Friday, 19th April, 2024 at 09:00 a.m. IST
End of voting	Saturday, 18th May, 2024 at 05:00 p.m. IST

The e-Voting module will be disabled by the Service provider i.e. CDSL after 5:00 P.M. on Saturday, 18th May, 2024.

1. Instructions for voting through remote e-Voting:

In compliance with the provisions of Regulation 44 of the Listing Regulations, Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (as amended), MCA Circulars and Secretarial Standard on General Meeting (SS–2), the Company is providing a facility to all its Members to enable them to cast their vote on the matters listed in this Notice by electronic means (e-Voting). The e-Voting facility is being provided by CDSL.

The dispatch of the Notice shall be deemed to be completed on the day on which the Company sends out the communication for the Postal Ballot process by e-mail to the Members of the Company. The e-Voting period begins at 9.00 A.M. (IST) on Friday, 19th April, 2024 and ends at 5.00 P.M. (IST) on Saturday, 18th May, 2024. During this period, shareholders' of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday, 5th April, 2024 may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.

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.

The instructions for Members for voting through electronic means are as under:

(a) As per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-Voting Facility provided by Listed Entities, "individual shareholders holding shares of the Company in demat mode" can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Members are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility. The procedure to login and access remote e-Voting, as devised by the Depositories / Depository Participant(s), is given below:

Option 1 – Login through Depositories

NSDL	CDSL
1. Members who have already registered for IDeAS facility to follow	1. Members who have already registered for Easi / Easiest to follow below steps:
below steps: (i) Go to URL:	(i) Go to URL: www.cdslindia.com and then go to Login and select New System Myeasi.
https://eservices.nsdl.com	(ii) login with user id and password. (iii) Click on e-Voting. The option will be
(ii) Click on the "Beneficial Owner" icon under 'IDeAS' section.	made available to reach e-Voting page without any further authentication. (iv) Click on the Company name or e
(iii) A new page will open. Enter the existing User ID and Password. On successful authentication, click on "Access to e-Voting".	Voting service provider name to cast your vote during the remote e-Voting period.
(iv) Click on the company name or e Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e Services:	2. User not registered for Easi/Easiest:
(i) To register click on link: https://eservices.nsdl.com. Select option "Register Online for IDeAS" or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp.	(i) Option to register is available at www.cdslindia.com (ii) Click on login & New System Myeasi Tab and then click on registration option.
(ii) Proceed with completing the required fields.
3. Users can directly access e-Voting module of NSDL and follow the below process:	3. Users can directly access e-Voting module of CDSL and follow the below process:
(i) Go to URL:	(i) Go to URL: www.cdslindia.com
https://www.evoting.nsdl.com/	(ii) Click on the icon "E-Voting"
(ii) Click on the icon "Login" which is available under 'Shareholder/Member'	(iii) Provide demat Account Number and PAN No.
section.	(iv) System will authenticate user by sending
(iii) Enter User ID (i.e. 16-digit demat account number held with NSDL),	OTP on registered Mobile & Email as recorded in the demat Account.
Password/OTP and a Verification Code as	(v) After successful authentication, the user
shown on the screen.	will be provided links for the respective ESP
(iv) On successful authentication, you will	where the e-Voting is in progress.
be redirected to NSDL Depository site wherein you can see e-Voting page.	(vi) Click on the Company name and you will be redirected to e-Voting service provider

(v) Click on the Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the	website for casting your vote during the remote e-Voting period.
remote e-Voting period.

Option 2 - Login through 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. Once login, you will be able to see e-Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on the company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with	Members facing any technical issue in login can contact CDSL helpdesk by sending a
CDSL	request at helpdesk.evoting@cdslindia.com or contact at 1800 22 55 33.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form and physical shareholders:
• (i) The Members should log on to the e-voting website www.evotingindia.com.
• (ii) Click on "Shareholders" module.
• (iii) Now enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• (iv) Next enter the Image Verification as displayed and Click on Login.

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

(vi) If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	 Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
(DOB)	 If both the details are not recorded with the depository or Company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii).

(vii) After entering these details appropriately, click on "SUBMIT" tab.

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

(ix) For members holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.

(x) Click on the EVSN: 240416002 for on which you choose to vote.

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

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution

details.

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

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

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

(xvii) Additional facility for Non-Individual Shareholders and Custodians – Remote e-Voting only:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; secretarial.lud@vardhman.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

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

a) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to secretarial.lud@vardhman.com / mparase@mcsregistrars.com.

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

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you may write an email to helpdesk.evoting@cdslindia.com or contact 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Senior Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 1800 22 55 33.

By order of the Board of Directors For Vardhman Acrylics Limited

Sd/- (Satin Katyal)

Place: Ludhiana Company Secretary Date: 30th March, 2024 M. No.: ACS 40578

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

The Board of Directors of your Company, on the basis of recommendation of the Nomination & Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013, in its meeting held on 30th March, 2024, has appointed Mr. Bal Krishan Choudhary (DIN: 00307110) as an Additional Director on the Board of the Company, a Non-Executive Non-Independent Director, designated the Vice-Chairman of the Company, w.e.f. 1st April, 2024.

Mr. Bal Krishan Choudhary is a Bachelor of Science from the Panjab University, Chandigarh, M.Com from Meerut University, Meerut and an MBA (Gold Medalist) from Jodhpur University, Jodhpur. He is having a rich and varied experience of more than 50 years in Chemical, Textile and Steel Industry. He has been associated with the Company since its inception, leading the team responsible for setting - up of the Acrylic Fibre Plant of the Company at Jhagadia and was instrumental in negotiating the technology for the Plant and finalizing its location. In August 1999, he became President & Executive Director of the Company and has been its Managing Director since May, 2008. He completes his term as a Managing Director on 31st March, 2024.

In terms of section 160 of the Companies Act, 2013, the Company has received a requisite notice in writing from a Member proposing the appointment of Mr. Bal Krishan Choudhary as a candidate for the office of Director of the Company.

The Company has received consent from Mr. Bal Krishan Choudhary and also a declaration confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. A brief profile of Mr. Choudhary is provided at the end of this statement.

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall take approval of shareholders for appointment of a Director at the next general meeting or within three months from the date of appointment, whichever is earlier.

The Board of Directors recommends the Special Resolution as set out in the Notice for approval by the Members. Accordingly, your approval is solicited.

Memorandum of Interest:

Except Mr. Bal Krishan Choudhary, being the appointee, none of the Directors/ Key Managerial Personnel of the Company/ their relatives are concerned or interested, financially or otherwise, in the resolution set out in the Notice.

Information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS–2), regarding the Directors seeking appointment.

Name of the Director	Mr. Bal Krishan Choudhary
Date of Birth	27.06.1951
Age (in years)	72
Date of First Appointment	01.04.2024*
Number of Meetings of the Board	NA**
attended (F.Y. 2023-24)
Expertise in specific functional area	More than 50 years of experience in Project Management
	& Business Operations.
Qualification	B.Sc., M.Com, M.B.A. (Gold Medalist)
Directorships in Other Listed	Nil
Companies as on the date of this
Notice
Chairman/Member of Committees	Nil
of Other Listed Companies as on
date of this Notice
Listed entity from which the	Nil***
Director resigned in the past 3
years
No. of shares held (including as a	Nil
beneficial owner)
Relationship with other Director(s)/	Not related to any Director/ KMP
KMP

*Appointed as a Non-Executive Non-Independent Director w.e.f. 1st April, 2024. He completes his present term as a Managing Director on 31st March, 2024.

**Attended five board meetings as a Managing Director of the Company.

***Retired as a director from Vardhman Special Steels Limited w.e.f. 27.09.2023.