GHCL Textiles - Notice of the Postal Ballot

August 11, 2026 (cid:302)ावण– कृ(cid:231)ण प(cid:162), चतदु (cid:91)शी (cid:874)व(cid:272)म स(cid:224)वत २०८३ National Stock Exchange of India BSE Limited Limited Corporate Relationship Department, “Exchange Plaza” 1st Floor, New Trading Ring, Rotunda Building, Bandra – Kurla Complex, P.J. Towers, Bandra (E), Mumbai – 400 051 Dalal Street, Fort, Mumbai – 400 001 NSE Code: GHCLTEXTIL BSE Code: 543918 Dear Sir/Madam, Sub: Submission of the Notice of the Postal Ballot of GHCL Textiles Limited Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, we would like to inform that the Company has circulated a Notice of the postal ballot dated July 30, 2026 to the members of the Company on Tuesday, August 11, 2026, for seeking their approval for the GHCL Textiles Employees Stock Option Scheme 2026 ("GHCL Textiles ESOS 2026" or “Scheme”). Copy of the notice of the Postal Ballot (including explanatory statement and detailed instructions for the remote e-voting) is enclosed herewith for your reference & record. In compliance with the requirements of MCA and SEBI Circulars, the Notice of the Postal Ballot is sent electronically through email to those members who have registered their email IDs with the Company/Depository Participants. We would also like to inform that the Company has engaged the services of Central Depository Services (India) Limited (CDSL) for providing Remote e-voting facility to the Members of the Company. Members whose names appeared in the Register of Members / List of Beneficial Owners as on the cut-off date i.e. Friday, August 07, 2026 are eligible for the purpose of remote e-voting. Remote e-voting period will commence on Wednesday, August 12, 2026 at 09.00 a.m. (IST) and ends on Thursday, September 10, 2026 at 05.00 p.m. (IST) (inclusive of both days). Please note that the resolution will be taken as passed on the last date specified by the Company through e-voting i.e. Thursday, September 10, 2026, “deemed date of passing of the resolution”, if the resolution will be approved by the members with the requisite majority. We would also like to inform that the Board of Directors had appointed Mr. Manoj R. Hurkat, Practicing Company Secretary, as the Scrutinizer to scrutinize the voting process in a fair and transparent manner. The result of the Postal Ballot will be declared on or before Saturday, September 12, 2026 at the corporate office of the Company i.e. “GHCL House” B-38, Institutional Area, Sector-1, Noida, (UP) -201301. Please note that copy of this communication shall also be available on the website of the Company (www.ghcltextiles.co.in ). You are requested to kindly take note of the same and disseminate the information on your website. Thanking you Yours faithfully For GHCL Textiles Limited Lalit Narayan Dwivedi Company Secretary and Compliance officer Membership No.: FCS10487 Encl.: as above GHCL Textiles Limited (CIN: L18101GJ2020PLC114004) Registered Office: GHCL House, Opp. Punjabi Hall, Navrangpura, Ahmedabad – 380009 (Gujarat) Phone: 079- 26427818, 26427519 Corporate Office: GHCL House, B-38, Institutional Area, Sector - 1, Noida – 201301 (U.P.) Phone: 0120 – 4939900, 2535335. Email: secretarial@ghcltextiles.co.in ; info@ghcltextiles.co.in, Website: www.ghcltextiles.co.in NOTICE OF POSTAL BALLOT [Notice pursuant to Section 110 read with Section 108 of the Companies Act, 2013, read with Rule 22 and Rule 20 of the Companies (Management and Administration) Rules, 2014] EVSN E-voting starts on E-voting ends on 260806004 Wednesday, August 12, 2026 Thursday, September 10, 2026 Dear Member(s), NOTICE is hereby given that pursuant to the provisions of Section 110,108 and other applicable provisions of the Companies Act, 2013 (“ the Act”) read with Rule 22 and Rule 20 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (MCA) inter-alia for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, latest being 03/2025 dated September 22, 2025 (collectively referred to as “ MCA Circulars”), read with Regulation 44 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and Secretarial Standard on General Meetings (“SS- 2”) (as amended) issued by the Institute of Company Secretaries of India and notified by MCA and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force that the Special Resolution set out below is proposed to be passed by the Members of GHCL Textiles Limited (“Company”) by way of the Postal Ballot through remote e-voting only. As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, August 07, 2026. (“cut-off date”). In compliance with Sections 108 and 110 of the Companies Act, 2013 read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. Members may note that this Notice will be also available on Company’s website www.ghcltextiles.co.in and on the Stock Exchanges’ website (www.bseindia.com and www.nseindia.com) and Central Depository Services (India) Limited (‘CDSL’)’s website (www.evotingindia.com). Any member seeking e-copy of this notice may write to us at secretarial@ghcltextiles.co.in. Special Business: Item No. 1 - Approval of the GHCL Textiles Employees Stock Option Scheme 2026("GHCL Textiles ESOS 2026" or “Scheme”). To consider and pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (“Act”), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [“SEBI (SBEB & SE) Regulations”], including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Memorandum and Articles of Association of the Company, the Securities and Exchange Board (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and subject to such other approvals, permissions and sanctions as may be necessary from any statutory or regulatory authority, and subject to such conditions as may be prescribed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include the Nomination & Remuneration Committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), consent of the Members of the Company, be and is hereby accorded to introduce the scheme titled “GHCL Textiles Employees Stock Option Scheme 2026 ("GHCL Textiles ESOS 2026" or “Scheme”) for grant of stock options to the eligible employees of the Company, and to create, offer, issue and grant, from time to time, in one or more tranches, not exceeding 45,00,000 (Forty-Five Lakh) stock options, exercisable into not more than 45,00,000 (Forty-Five Lakh) equity shares having face value of Page 1 of 10 Rs. 2/- each of the Company, representing approximately 4.70% of the paid-up equity share capital of the Company [Showing first 8,000 characters — download PDF for full document]