Voith Paper Fabrics India Ltd — Proxy Solicitation & Information Statement 2024

Nov 11, 2024

Registered Office: Voith Paper Fabrics India Limited 113/114 A, Sector-24 Faridabad (Haryana) Delhi NCR / 121 005 / India Phone +91 129 4292 200 Fax +91 129 2232 072

11th November, 2024

BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001

Stock Code: 522122; Company Code: 2407 Sub.: Notice of Postal Ballot as approved by Board of Directors

Dear Sir/Madam,

Please find attached Notice of Postal Ballot, as approved by the Board of Directors at its meeting held on 11/11/2024, to obtain approval of shareholders in pursuance of Regulation 17(1C) and 17 (1D) of SEBI (LODR) Regulations, 2015, for the appointment of Mr. Martin Bassmann (DIN: 10766607) as a Non-executive Director, designated as Chairman of the Board of Directors of the Company, with effect from 1st October, 2024, as nominated by the Holding Company - VP Auslandsbeteiligungen GmbH.

We hope that you would find the above in order and request you to take the same on records.

Thanking you.

Yours truly, For Voith Paper Fabrics India Limited

CHANDER SHEKHAR GUGLIANI

Digitally signed by CHANDER SHEKHAR GUGLIANI Date: 2024.11.11 19:50:29 +05'30'

C.S. Gugliani Company Secretary FCS No.: 4301 Encl.: As stated.

VOITH PAPER FABRICS INDIA LIMITED (CIN: L74899HR1968PLC004895)

Registered Office: 113/114-A, Sector 24, Faridabad - 121005, Haryana Phone: +91 129 4292 200; Fax: +91 129 2232 072 Email: Voithfabrics.faridabad@voith.com; Web: http://www.voithpaperfabricsindia.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and other applicable Circulars as issued by the Ministry of Corporate Affairs, from time to time]

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act") read with Rule 22 and Rule 20 of Companies (Management and Administration) Rules, 2014; Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard - 2 (SS-2), issued by the Institute of Company Secretaries of India (ICSI) on General Meetings, and relevant circulars issued by the Ministry of Corporate Affairs ('MCA') viz., General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020 and other applicable circulars issued in this regard by MCA, including General Circular No. 09/2023 dated September 25, 2023 (hereinafter collectively referred to as the "MCA Circulars") and applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, as amended) for seeking approval of the Members of Voith Paper Fabrics India Limited ("the Company") by passing the Resolution appended below, through Postal Ballot and voting through electronic means only ("Remote e-voting").

The Explanatory Statement under Section 102 of the Act, setting out the material facts and reasons for the proposed Resolution is also annexed to this Notice of Postal Ballot for your consideration and forms part of this Notice.

The Board of Directors of the Company has appointed CS P C Jain, Managing Partner, and failing him, CS Purvika Jain, (COP No. 21942), Partner, M/s. P.C. Jain & Co., Company Secretaries (COP No. 3349), having their office at H. No. 2382, Sector-16, Faridabad-121002, as the Scrutinizer for scrutinizing votes cast through Remote evoting for the Postal Ballot, in accordance with law and in a fair and transparent manner.

Members desiring to exercise their vote through the Remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their Assent (FOR) or Dissent (AGAINST) to the Resolution, by following the procedure stated in the Notes forming part of this Notice. The Remote e-voting period commences on Tuesday, November 19, 2024 from 9.00 a.m. (IST) and ends on Wednesday, December 18, 2024 at 5.00 p.m. (IST) (both days inclusive). The remote e-voting facility will be disabled by CDSL immediately thereafter for communication of Assent or Dissent of members.

In compliance with Regulation 44 of the Listing Regulations and Sections 108 and 110 of the Act read with applicable rules & MCA Circulars, and SS-2, the Company is pleased to provide an option to the Members to cast vote by way of Remote e-voting instead of sending physical Postal Ballot Form. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide Remote e-voting facility to the Members of the Company. The Remote e-voting facility shall be available at the link www.evotingindia.com till 5.00 p.m. on Wednesday, December 18, 2024. Please carefully read and follow the instructions on Remote e-voting appended to the Notice. The Notice is also available on the website of the Company at www.voithpaperfabricsindia.com .

SPECIAL BUSINESS:

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 17(1C) and Regulation 17(1D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, consent of shareholders of the Company be and is hereby accorded for the appointment of Mr. Martin Bassmann (DIN: 10766607) as a Non-Executive Director, designated as Chairman of the Board of Directors of the Company, not liable to retire by rotation, with effect from

Tuesday, 1% October 2024, as nominated by the Holding Company - VP Auslandsbeteiligungen GmbH, by virtue of the provisions contained in the Articles of the Association of the Company.

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

By Order of the Board For Voith Paper Fabrics India Limited

Place: New Delhi C.S. Gugliani Date: November 11, 2024 Company Secretary

(FCS N0.4301)

Registered Office:

113/114-A, Sector-24, Faridabad-121005 CIN: L74899HR1968PLC004895 Tel: 0129-4292200; Fax: 0129-2232072 Website: www.voithpaperfabricsindia.com Email: voithfabrics.faridabad@voith.com

NOTES:

• 1. An Explanatory Statement stating the material facts and reasonsjustifications for the proposed Resolution, pursuant to Section 102 of the Companies Act, 2013 is annexed herewith.
• 1. Pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 ("Rules") and General Circular No. 14/2020 dated April 8, 2020, General Circular no. 17/2020 dated April 13, 2020 and other relevant circulars including General Circular No. 09/2023 dated September 25, 2023 (collectively referred to as "MCA Circulars") issued by the Ministry of Corporate Affairs, Government of India ("MCA"), the Company is permitted to conduct the postal ballot process through electronic form.
• 1. In compliance with the MCA Circulars, the Company is sending this Notice only to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories / Company''s Registrar and Transfer Agent ('RTA') - MCS Share Transfer Agent Limited, as on Tuesday, November 12, 2024 ('Cut-off Date') and whose email-addresses are registered with the Company/RTA or who will register their email-addresses in accordance with the procedure outlined in this Notice.
• 1. A copy of this Notice is also being made available on the website of the Company at www.voithpaperfabricsindia.com & the website of CDSL, www.evotingindia.com and on the website of BSE Limited at www.bseindia.com
• 1. Only those Members whose names are appearing as on the Cut-off Date, shall be entitled to vote through Postal Ballot by Remote e-voting in relation to the afore-mentioned Resolution. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the 'Cut-off Date'.
• 1. The Company is providing Remote e-voting facility to its Members to enable them to cast their votes electronically. The detailed procedure with instructions to cast votes electronically is appended to this Notice.
• 1. Theright to vote in this Postal Ballot cannot be exercised through a Proxy.
• 1. The Remote e-voting period begins on Tuesday, November 19, 2024 from 09.00 a.m. (IST) and ends onWednesday, December 18, 2024 at 05.00 p.m. (IST) (both days inclusive). During this period, Members holding shares in physical or electronic mode can cast their votes electronically through the portal of CDSL.

• The Company has appointed CS P C Jain, Managing Partner, and failing him, CS Purvika Jain (COP No. 21942) the Partner of the firm - M/s. P.C. Jain & Co., Company Secretaries (COP No. 3349), having their office at H. No. 2382, Sector-16, Faridabad-121002, as the Scrutinizer for scrutinizing votes cast through Remote e-voting for the Postal Ballot, in accordance with law, and in a fair and transparent manner.
• . The Scrutinizer will submit his report to the Chairman of the Company, or a person duly authorized by him in writing, after completion of scrutiny and the result of the Remote e-voting by Postal Ballot will be announced by the Chairman or such other person, by Friday, December 20, 2024 by 5.00 p.m. at the Registered Office of the Company; and shall be communicated to BSE Limited where the shares of the Company are listed, besides being placed on the Company's website www.voithpaperfabricsindia.com and also on the website of CDSL (agency for providing Remote e-voting facility) - www.evotingindia.com .
• . The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for Remote e-voting i.e. Wednesday, December 18, 2024.
• . The physical copy of the Postal Ballot Notice along with Postal Ballot Form and prepaid business reply envelope will not be sent to the members for this Postal Ballot, in accordance with the exemptions granted by MCA Circulars. Members are required to communicate their Assent or Dissent through the Remote e-voting system only.
• . Members who have not registered their e-mail address and consequently, could not receive the Postal Ballot Notice may obtain the Postal Ballot Notice by sending an e-mail to the Company's RTA at admin@mcsregistrars.com or to the Company at investorcare.vffa@voith.com. Post receipt of the e-mail, Member would get soft copy of the Postal Ballot Notice and the procedure for Remote e-voting to enable voting for this Postal Ballot.
• . In case any member has queries, grievances or issues relating to Postal Ballot, members are requested to write an email to investorcare.vffa@voith.com or may write tothe Company Secretary at the registered office of the Company and for any queries, grievances or issues related to e-voting, members may refer to the Frequently Asked Questions and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Rakesh Dalvi, Sr. 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 toll free no. 1800 22 55 33.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual ~ shareholders holding shares in demat mode.
• Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
• (i) The voting period begins on Tuesday, 19" November, 2024 at 9.00 a.m. (IST) and ends on Wednesday, 18" December, 2024 at 5.00 p.m. (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the 'Cut-off Date' (record date) of Tuesday, November 12, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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

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

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

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode	Users who have opted for CDSL Easi / Easiest facility, can login through their 1) existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. After successful login the Easi / Easiest user will be able to see the e-Voting
with CDSL Depository	2) 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. 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. Ifthe user is not registered for Easi/Easiest, option to register is available at cds 3) 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 4) Number PAN Account e-Voting and from available No. link a www.cdslindia.com home page. The system will authenticate the user by on sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL Depository	Ifyou are already registered for NSDL IDeAS facility, please visit the e-Services 1) NSDL. Open web website browser URL: following typing the by of https:/eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You Password. have successful your User and enter After ID will to authentication, you will be able to see e-Voting services. Click on "Access to e Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e Voting period. Ifthe useris not registered for IDeAS e-Services, option to register is available 2) 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 3) URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting
Individual Shareholders (holding securities in demat mode) login through	service provider website for casting your vote during the remote e-Voting period. You can also login using the login credentials of your demat account through your NSDL/CDSL for e-Voting facility. ~ After Depository Participant registered with Successful login, you will be able to see e-Voting option. Once you click on e-Voting redirected to NSDL/CDSL Depository site after successful option, you will be authentication, wherein you can see e-Voting feature. Click on company name or e Voting service provider name and you will be redirected to e-Voting service provider their Depository website for casting your vote during the remote e-Voting period.
Participants (DP)

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

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

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact CDSL
holding securities in Demat	helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
mode with CDSL	Contact at toll free no. 1800 21 09911
Individual Shareholders	Members facing any technical issue in login can contact NSDL
holding securities in Demat	helpdesk by sending a request at evoting@nsdl.co.in or
mode with NSDL	Call at: 022 - 4886 7000 and 022 - 2499 7000

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
• 1) The shareholders should log on to the e-voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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

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

• 7) Atter entering these details appropriately, click on "SUBMIT" tab.
• 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• 10) Click on the EVSN of "Voith Paper Fabrics India Limited".
• 11) 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.
• 12 Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• 13 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.
• 14 Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• 15 You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• 16 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.
• 17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

Additional Facility for Non—individual Shareholders and Custodians — For Remote Voting only.

• « Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• « Ascanned 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 on.
• « The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• « Itis Mandatory that, 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 mandatory 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; corporatelegal@cspcjain.com / fecspejain@gmail.com & investorcare.vffa@voith.com respectively, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
• 1. For Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP).
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 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 at toll free no. 1800 21 09911.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Mr. Martin Bassmann - a German National - is nominated as a Director, designated as Chairman of the Board of Directors of the Company, not liable to retire by rotation, by VP Auslandsbeteiligungen GmbH' (The Holding Company) from 1t October, 2024, by virtue of provisions contained in the Articles of Association of the Company.

The resolution proposed in this Notice is to comply with the requirements of Regulation 17(1C) introduced with effect from 01/01/2022, by SEBI (LODR) (Third Amendment) Regulations, 2021, which stipulates that the approval of shareholders for appointment (or re-appointment) of a person on the Board of Directors (or as a manager) is taken at the next general meeting or within a period of three months from the date of appointment, whichever is earlier.

Mr. Bassmann will be serving as a member of the Board of Directors in the Company, and he is eligible to continue on the Board until he is replaced by someone else by the Holding Company. Further, shareholders' approval would be sought again for his continuation on the Board of Directors of the Company, at-least once within next 5 years, as per the requirements of Regulation 17(1D) of SEBI (LODR) Regulations 2015, as amended.

Brief Profile of Mr. Martin Bassmann (DIN: 10766607) including nature of expertise in specific functional area:

Mr. Bassmann holds Master/Diploma Degree in Mechanical Engineering, from Ulm University of Applied Sciences, Germany. He possesses an overall experience of more than 32 years of working at various positions with some reputed European Companies/Group in the Sales & Marketing functions. He has been associated with the Voith Group since 2001 and has lastly held the position of President P&S EMEA, before being positioned as the President of Business Line - Fabrics and Roll Systems (FRS), a part of Voith Paper Group Division, since 15t July, 2024.

By virtue of the provisions contained in the Articles of Association of the Company, the Board of Management of Holding Company, VP Auslandsbeteiligungen GmbH has nominated his candidature as a Non-executive Director, designated as the Chairman of the Board of Directors of the Company in place of Mr. Benno Edmund Morlock, effective from 15t October 2024, whose term of office shall not be liable to retire by rotation.

Mr. Martin Bassmann has consented to be appointed as Director of the Company and may deem to be interested in the resolution. His other particulars, as required to be disclosed in pursuance of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with Secretarial Standard - 2 on General Meetings are annexed herewith for the reference of Members.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in the Notice.

Accordingly, the Board of Directors recommends the Resolution for the approval of shareholders.

By Order of the Board For Voith Paper Fabrics India Limited

Place: New Delhi C.S. Gugliani Date: November 11, 2024 Company Secretary

(FCS N0.4301)

Registered Office:

113/114-A, Sector-24, Faridabad-121005 CIN: L74899HR1968PLC004895 Tel: 0129-4292200; Fax: 0129-2232072 Website: www.voithpaperfabricsindia.com Email: voithfabrics.faridabad@voith.com

Annexure to Item of the Postal Ballot Notice

(In pursuance of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with Secretarial Standard - 2 on General Meetings)

Name of Director	Martin Bassmann
DIN	10766607
Date of Birth	21/03/1966
Age	58 years
Qualifications	Master / Diploma Degree in Mechanical Engineering
Brief resume and experience / expertise in specific functional area	Refer to the brief profile given under Explanatory Statement
Date of Appointment on the Board	01/10/2024
Terms and conditions of appointment	As stated in this Notice and Explanatory Statement pursuant to Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Remuneration last drawn / Remuneration sought to be paid	No remuneration, including sitting fee, is proposed to be paid to Mr. Martin Bassmann in his position as the Non executive Chairman of the Board.
Number of shares held in the Company	Nil
Name of entities resigned in last 3 years (excluding Foreign companies)	None
List of Directorships held in other companies (excluding foreign, private and 8 companies) Section	None
Chairmanships / Memberships of Committees in other companies (only statutory committees under Companies Act, 2013 or SEBI Listing Regulations)	None
Relationship between Directors inter se, Manager and Key Managerial Personnel	None
Number of Board Meetings attended during the financial year 2023-24	Not applicable, as appointment is effective form 01/10/2024.
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Refer to the brief profile given in the Explanatory Statement.