Yarn Syndicate Ltd. — Proxy Solicitation & Information Statement 2025

Feb 17, 2025

CIN: L51109GJ1946PLC153972

YARN SYNDICATE LIMITED

Registered Office & Corporate office: 13, SNo-10 Devraj Estate, Nr Balaji, Petrol Pump Pirana Road Piplaj, Saijpur, Ahmedabad-Gujarat, 382405 E-mail: ysl@yarnsyndicate.in Contact No: +91 78628 68215

Date: 17[th] February, 2025

The Manager Corporate Service Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001

Scrip Code: 514378

Dear Sir/Madam,

Sub.: Notice calling Extra‐Ordinary General Meeting

This is to inform that Extra-Ordinary General Meeting (EGM) of the Members of the Company has been scheduled to be held on Tuesday, 11[th] March,2025 at 03:00 P.M through Video Conference(VC) and Other Audio-Visual Means (OVAM) to approve the businesses as set out in the EGM Notice. The Notice calling the EGM is enclosed herewith for your information and record. The Exchange is requested to take the same on record.

Thanking you.

For, Yarn Syndicate Limited

Digitally signed by RAVI NIRANJAN PANDYA RAVI NIRANJAN DN: c=IN, o=Personal, postalCode=382007, st=Gujarat, serialNumber=5A3C885AD34A1DE76C47EA3 PANDYA 8DFCE4294405ACAFC4086CD3F2A023CCD79B0EAE4, cn=RAVI NIRANJAN PANDYA Date: 2025.02.17 17:35:32 +05'30'

Ravi Niranjan Pandya Managing Director DIN: 09509086

NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF THE COMPANY:

NOTICE is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the Shareholders of “ Yarn Syndicate Limited” (the “Company”) will be held on Tuesday, 11[th] March, 2025 at 03:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following Special Business :

1. Appointment of Statutory Auditors of the Company:

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

“RESOLVED THAT, pursuant to provisions of Section 139 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014 including any statutory enactment(s) or modification(s) thereof, on the recommendation of Audit Committee and Board of Directors, M/s. S S R V & Associates, Chartered Accountants, Mumbai (FRN: 135901W) be and are hereby appointed as the Statutory Auditors of the Company to fill up the Casual vacancy caused by the resignation of M/s S.P. Sarda & Co., Chartered Accountants (FRN: 323054E) for financial year 202425, at a remuneration to be decided by any of the Directors of the Company in consultation with the Auditors plus reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

“RESOLVED FURTHER THAT, M/s. S S R V & Associates, Chartered Accountants, Mumbai (FRN: 135901W) statutory auditors shall hold office till the conclusion of ensuring Annual General Meeting of the Company.

“RESOLVED FURTHER THAT, any of the Directors of the Company be and are hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf.”

2. Regularization of Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) as Non-Executive-NonIndependent Director of the Company:

To consider and if thought fit, to pass with or without modification, following resolution as Ordinary resolution:

“RESOLVED THAT, pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, (including any statutory modifications or re-enactment(s) thereof and any rules made thereunder, for the time being in force), Mr. Tarachand Gangasahay Agrawal (DIN: 00465635), who was appointed as Additional NonExecutive and Non-Independent Director of the Company with effect from February 14, 2025 and whose appointment has been recommended by the Nomination and Remuneration Committee and Board of Directors, be and is hereby appointed as a Non-Executive and Non-Independent Director of the Company whose office shall be liable to retire by rotation.

“RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

3. Regularization of Mr. Rahul Hareshbhai Modi (DIN: 09483841) as Non-Executive and Independent Director of the Company :

To consider and if thought fit, to pass with or without modification, following resolution as Special resolution:

“RESOLVED THAT, pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), including any statutory modification(s) or re-enactment(s) of the Act and Listing Regulations, and in terms of Articles of Association of the Company, Mr. Rahul Hareshbhai Modi (DIN: 09483841), who was appointed as an Additional Non-Executive and

Independent Director of the Company in terms of Section 161 of the Act and whose term of office expires as on this General Meeting and who qualifies for being appointed as an Independent Director 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 Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 14[th] February, 2025 to 13[th] February, 2030.

“RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

Registered Office: 13, SNo-10 Devraj Estate, Nr Balaji, Petrol Pump Pirana Road Piplaj, Saijpur, Ahmedabad-Gujarat, 382405

Date: 14[th] February, 2025 Place: Ahmedabad

By order of the Board For, Yarn Syndicate Limited

Sd/Ravi Niranjan Pandya Managing Director DIN: 09509086

NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

2. The Extra-Ordinary General Meeting (“EGM”) of the Company will be held on Tuesday, 11[th] March, 2025 at 03:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs’ (“MCA”) General Circular no. 14/2020 dated 8[th] April, 2020, MCA General Circular no. 17/2020 dated 13[th] April, 2020, MCA General Circular No. 0/2020 dated 5[th] May, 2020, MCA General Circular No. 22/2020 dated 15[th] June, 2020, MCA General Circular No. 02/2021 dated 13[th] January, 2021 and Circular No. 02/2022 dated 5[th] May, 2022 and SEBI Circulars dated 12[th] May, 2021 and 15[th] January, 2021, Circular No. 02/2022 dated 5[th] May, 2022 and 10/2022 dated 28[th] December, 2022 and in compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The deemed venue for this EGM shall be the Registered Office of the Company.

3. All documents referred to in the accompanying Notice shall be open for inspection by the Members by writing an e-mail to the Company at ysl@yarnsyndicate.in.

4. The Company is sending this Notice to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories and the Company’s Registrars and Transfer Agent (“RTA”) as on Friday, 14[th] February, 2025 (“Cut-Off Date”). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e., Tuesday, 4[th] March, 2025

5. Members whose e-mail addresses are registered with the Company/ RTA/ Depositories will receive the notice of Extra-Ordinary General Meeting (“EGM”) in electronic form.

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

7. Since this EGM is being held through VC/OAVM pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. Members have to attend and participate in the ensuing EGM though VC/OAVM. However, the Body Corporates are entitled to appoint Authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

8. Members of the Company under the category of “Institutional Investors” are encouraged to attend and vote at the EGM through VC/OAVM. Body Corporates whose Authorized Representatives are intending to attend the Meeting through VC/OAVM are requested to Email at ysl@yarnsyndicate.in. and/ or at info@accuratesecurities.com, a certified copy of the Board Resolution/ authorization letter authorizing their representative to attend and vote on their behalf at EGM through E-voting.

9. The Members can join the Extra-Ordinary General Meeting (“EGM”) 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 Extra-Ordinary General Meeting 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 Extra-Ordinary General Meeting without restriction on account of first come first served basis.

10. The attendance of the Members attending the Extra-Ordinary General Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

11. 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) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote E-voting to its Members in respect of the business to be transacted at the Extra-Ordinary General Meeting. 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 venue voting on the date of the ExtraOrdinary General Meeting will be provided by NSDL.

12. In line with the Ministry of Corporate Affairs (“MCA”) Circular No. 17/2020 dated April 13, 2020, the Notice calling the Extra-Ordinary General Meeting has been uploaded on the website of the Company at www.yarnsyndicate.in. The Notice can also be accessed from the website of the Stock Exchange i.e. BSE Limited (“BSE”) at www.bseindia.com and the EGM Notice is also available on the website of NSDL (agency for providing the Remote E-voting facility) i.e. www.evoting.nsdl.com.

13. Extra-Ordinary General Meeting has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

14. The Board of Directors has appointed Mr. Gaurav Bachani (Membership No: 61110, COP No: 22830), Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as the Scrutinizer to scrutinize the remote voting and e-voting process in fair and transparent manner.

15. The Scrutinizer will submit his consolidated report to the Chairperson, or any other person authorised by him, after completion of scrutiny of the votes cast, and the result of the voting will be announced by the Chairperson or any other person authorized by him. The Scrutinizer’s decision on the validity of votes cast will be final.

16. The Results declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchange, where the equity shares of the Company are listed on BSE and be made available on its website viz. www.bseindia.com.

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

The remote e-voting period begins on Saturday, 8[th] March, 2025, at 9:00 A.M. and ends on Monday, 10[th] March, 2025 at 5:00 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. Tuesday, 4[th] March, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 4[th] March, 2025.

- 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 and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account

maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. 2. 3.	If you are already registered forNSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner” icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider – NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS” Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held 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 options available against company name ore-Voting service provider - 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.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

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. Once login, you will be able to see e-Voting option. Once you 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 options available against company name ore-Voting service provider-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.

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 helpdesk by sending a request at no.: 1800 1020 990 and 1800 22	issue in login can contact NSDL evoting@nsdl.co.in or call at toll free 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at 022- 23058738 or022-23058542-43

B) Login Method 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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----- Start of picture text -----

Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. 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 16 Digit Beneficiary ID, for example, if your
account with CDSL. Beneficiary ID is 12** then your
user ID is 12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company, for example, if
folio number is 001 and EVEN is 101456
then user ID is 101456001
6. Password details for shareholders other than Individual shareholders are given below:
----- End of picture text -----**

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

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

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

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

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

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

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

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

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

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

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

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General 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 csgauravbachani@gmail.com with a copy marked to evoting@nsdl.co.in.

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

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

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

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 (ysl@yarnsyndicate.in). If you are an Individual shareholder holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting 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 EGM ARE AS UNDER: -

1. The procedure for E-voting on the day of the EGM is same as the instructions mentioned above for remote E-voting.

2. Only those Members/ shareholders, who will be present in the EGM 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 EGM.

3. Members who have voted through Remote E-voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

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 EGM shall be the same person mentioned for Remote e-voting.

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

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

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

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

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

5. Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/ folio number, email id, mobile number at (ysl@yarnsyndicate.in). The same will be replied by the Company suitably.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 1:

Appointment of Statutory Auditors of the Company: ORDINARY RESOLUTION

M/s S.P. Sarda & Co. Chartered Accountants, Ahmedabad (FRN: 323054E) have tendered their resignation from the position of Statutory Auditors of Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused by the resignation of auditor should be filled by the shareholders in General Meeting within three months from the date of recommendation and appointment of the Board of Directors of the Company.

M/s. S S R V & Associates, Chartered Accountants, Mumbai (FRN: 135901W) have conveyed their consent to be appointed as the Statutory Auditors of the Company for the Financial Year 2024-25 along with a confirmation that their appointment, if made by members, would be within the limits prescribed under the Companies Act, 2013.

The Board recommends this resolution for approval of the Members of the Company by way of Ordinary Resolution.

None of the Directors or Key Managerial Persons of the Company (including their relatives), except to the extent of their shareholding in the Company are concerned or interested in the said resolution.

Item No. 2:

Regularization of Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) as Non-Executive and NonIndependent Director of the Company:

The Board of Directors has, at their meeting held on February 14, 2025, appointed Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) as Additional non-executive and Non-Independent Director of the Company w.e.f. February 14, 2025 pursuant to Section 161 of the Companies Act, 2013.

The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member, proposing the candidature of Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) for the office of Non-Executive and Non-Independent Director, to be appointed as such under the provisions of Section 152 of the Companies Act, 2013.

Mr. Tarachand Gangasahay Agrawal (DIN: 00465635), living in Ahmedabad, Gujarat. He is experienced member with day-to-day business skills which help in the better growth of the company.

The Company has received from Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014 and (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Companies Act, 2013.

A copy of the draft letter for the appointment of Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) as Non-Executive and Non-Independent Director setting out the terms and conditions shall be available at the Administrative Office of the Company.

The resolution seeking the approval of members is proposed for the appointment of Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) as Non-Executive and Non-Independent Director of the Company pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He will be liable to retire by rotation.

The Board recommends the resolution set forth in Item no. 2 for the approval of the members.

Except Mr. Tarachand Gangasahay Agrawal (DIN: 00465635), none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolutions set out at Item No. 2 of the Notice.

Item No.-3:

Regularization of Mr. Rahul Hareshbhai Modi (DIN: 09483841) as Non-Executive and Independent Director of the Company :

Pursuant to provisions of Section 161 of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, the Board of Directors of the Company has appointed Mr. Rahul Hareshbhai Modi as an Additional Non-Executive and Independent Director of the Company with effect from Friday, 14[th] February, 2025.

Mr. Rahul Hareshbhai Modi possesses appropriate skills, knowledge and experience of more than 10 years in the field of Marketing and brief profile is mentioned in annexures.

The Company has received, inter alia, (i) consent in writing to act as director in form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) intimation in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, from Mr. Rahul Hareshbhai Modi (DIN: 09483841) to the effect that he is not disqualified in accordance with Section 164(2) of the Act; (iii) declaration that she meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations; (iv) declaration that he is not debarred or restrained from acting as a Director by any SEBI order or any other such authority; and (v) a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Rahul Hareshbhai Modi (DIN: 09483841) as a director of the Company.

In terms of Section 152 and Schedule IV of the Companies Act, 2013, the board is of the opinion that Mr. Rahul Hareshbhai Modi (DIN: 09483841), fulfils the conditions for his appointment as an independent director as specified in the Companies Act, 2013 and the Listing Regulations and is independent of the management

Hence, in view of the aforementioned provisions, the Company is seeking the approval of its members by way of a Special Resolution, for appointment of Mr. Rahul Hareshbhai Modi (DIN: 09483841), as Independent Director on the Board of the Company for a term of five consecutive years effective from February 14, 2025 to February 13, 2030.

Except Mr. Rahul Hareshbhai Modi (DIN: 09483841) and his relatives, none of the other directors or key managerial personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no. 3 of this notice.

The Board of Directors recommend the resolution as set out in item no. 3 for approval of the shareholders as Special Resolution.

Disclosure under Regulation 36(3) of SEBI (LODR) Regulations,2015 and Secretarial Standard -2 :

• Details of Director seeking appointment at Extra ordinary General Meeting:

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Names Mr. Tarachand Gangasahay Agrawal Mr. Rahul Harshbhai Modi
Date of Birth 28-05-1977 08-10-1994
Experience – Expertise Tarachand Agrawal has passed higher Mr. Rahul Harshbhai Modi (DIN:09483841),
in specific functional secondary examination from Rajasthan living in Rajkot, Gujarat. He has completed CS
areas - Job profile and Board. He has experience of over 20 years Executive of the Institute of Company
suitability in garment business. Also, he has cleared Secretaries of India in the year 2015 and is
my Secondary Education from Rajasthan currently pursuing M.Com from Saurashtra
Board in the Year 1997. University and has completed B.Com from
Saurashtra University as well Business
Experience More than 10 years in the field of
Marketing and Production. The Experience
which he possesses shall be helpful in the
better growth of the company. He has been
appointed as the Independent Director of the
Company.
No. of Shares held as on Nil Nil
December 31, 2024.
Terms & Conditions He is appointed as Non-Executive and Non- He is appointed as Non-Executive and Non-
Independent Director of the Company. Independent Director for the term of 5 years
commenced from 14 [th] February, 2025 to 13 [th]
February, 2030.
Remuneration Last Not Applicable Not Applicable
Drawn
Remuneration sought to as may be decided by the Board from time Sitting Fees and commission as may be
be paid to time. approved by the Company in accordance
with the applicable provisions of law.
Number of Board Not Applicable Not Applicable
Meetings attended
during the Financial
Year 2023-24.
Date of Original 14 [th] February, 2025 14 [th] February, 2025
Appointment.
Directorship held in Nil 1.Indo Colchem Limited
other public companies. 2.Oceanic Foods Limited
Names of listed entities 7NR Retail Limited Not Applicable
from which the person
has resigned in the past
three years.
Memberships / Nil Name of Committee Designation
Chairmanships of the
committees of public company
Oceanic Audit Member
companies.
Foods Ltd Committee
Oceanic Nomination Member
Foods Ltd and
Remuneration
Committee
Oceanic Stakeholder Chairperson
Foods Ltd Relationship
Committee
Inter-se Relationship Nil Nil
with other Directors.
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Registered Office:

13, SNo-10 Devraj Estate, Nr Balaji, Petrol Pump Pirana Road Piplaj, Saijpur, AhmedabadGujarat, 382405

Date: 14[th] February, 2025 Place: Ahmedabad

By order of the Board For, Yarn Syndicate Limited

Sd/Ravi Niranjan Pandya Managing Director DIN: 09509086