Shareholders meeting

SUMIT WOODS LIMITED CIN:L36101MH1997PLC152192 Registered Office: - B-Wing, Office No-1101, Opp. Reliance Office, Express Zone, W.E.Highway, Malad-East Mumbai 400097 Tel. No.: O22- 2874 9966 177 Fax:022-2874 3377 Email: contact@sumitwoods.com Website: www.sumitwoods.com NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time Dear Members, M/s. Sumit Woods Limited Notice is hereby given to the Shareholders of Sumit Woods Limited (“the Company”) pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular No. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard with the latest being General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (collectively ‘MCA Circulars’) and SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/ P/2020/79 dated May 12, 2020 and subsequent circulars issued in this regard with the latest being SEBI Circular No. SEBI/HO/ HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, issued by the Securities and Exchange Board of India (collectively ‘SEBI Circulars’) and in compliance with the provisions of the Companies Act, 2013 (‘the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), to seek your consent for the resolutions as set out hereunder and proposed to be passed through postal ballot (“Postal Ballot”) by way of remote electronic voting (“e-voting”) Process. No. Particulars Resolution 1. To consider and approve material related party transactions under Ordinary Resolution section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 2. To Approve the Remuneration of Mr. Bhushan Nemlekar (DIN: Special Resolution 00043824), Chief Financial Officer & Whole-time Director of the Company. 3. To Approve the Remuneration of Mr. Mitaram Jangid (DIN: Special Resolution 00043757), Managing Director of the Company. In compliance with the MCA Circulars & SEBI Circulars, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelopes are not being sent to the members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form as on Friday, 24th July, 2026 (“cut-off date”) and whose email addresses are registered with the Company/ Depositories/ Depositories participant. The Company has engaged National Securities Depository Limited (“NSDL”), an agency authorized by the Ministry of Corporate Affairs (“MCA”) for providing Remote e-voting facility to all its members. The Remote e- voting period commences from Saturday, 01st August, 2026 at 9:00 A.M. and ends on Sunday, 30th August, 2026 at 5:00 P.M. An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Act read with the Rules, pertaining to the resolutions setting out the material facts and the reasons/ rationale thereof, is appended and forms part of the Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors (‘Board’) of the Company, vide resolution dated May 12, 2026, has appointed Mr. Vijay Yadav (Membership No. FCS11990), Partner of M/s. AVS & Associates, Practicing Company Secretaries, as a Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner. SPECIAL BUSINESS: ITEM NO. 1 TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013 AND REGULATION 23 OF THE SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed thereunder, Regulation 23 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the approval and recommendation of the Audit Committee and Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for entering into and/or continuing the Related Party Transaction(s) and/or Material Related Party Transaction(s) with related parties of the Company including subsidiaries, LLPs, Directors, relatives of Directors and other related parties, as more particularly detailed in the Explanatory Statement annexed hereto, during the financial year 2026-27, in the ordinary course of business and/or on an arm’s length basis.” RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof and/or any person(s) authorized by the Board) be and is hereby authorized to finalize, vary, amend, renew and/or revise the terms and conditions of the aforesaid Related Party Transaction(s), from time to time, within the overall limits approved by the Members and to do all such acts, deeds, matters and things as may be necessary, proper or expedient for the purpose of giving effect to this Resolution. RESOLVED FURTHER THAT all related parties shall abstain from voting on this Resolution, whether the entity is a related party to the particular transaction or not, in accordance with Regulation 23 of the SEBI LODR and applicable provisions of the Companies Act, 2013. RESOLVED FURTHER THAT all acts, deeds, matters and things done, executed or initiated by the Board in connection with or pursuant to the matters referred to or contemplated in the foregoing resolution(s) be and are hereby ratified, confirmed and approved in all respects.” ITEM NO. 2 TO APPROVE THE REMUNERATION OF MR. BHUSHAN NEMLEKAR (DIN: 00043824), CHIEF FINANCIAL OFFICER & WHOLE-TIME DIRECTOR 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 196, 197, 198, read with Schedule V and other applicable provisions of the Companies Act, 2013 (including statutory amendments or re-enactments thereof for the time being in force), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other rules, laws, regulations, guidelines or notifications as may be applicable and as per the Articles of Association of the Company, upon the recommendation of the Nomination and Remuneration Committee and with the approval of the Audit Committee, and in furtherance of the resolution passed by the Board of Directors at its meeting held on 09th February, 2026 and subject to such other approvals as may be necessary, the approval of the Members be and is hereby accorded for the remuneration payable to Mr. Bhushan Nemlekar (DIN: 00043824), Chief Financial Officer & Whole-time Director of the Company, to Rs. 3,00,00,000/- (Rupees Three Crores Only) per annum, with effect from 1st April, 2026 up to 25th May, 2028, being the remaining period of his existing tenure of Re-appointment.” RESOLVED FURTHER THAT all [Showing first 8,000 characters — download PDF for full document]