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25-02-2026 | 03:07 pm

BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

401/405. Jolly Bhavan No- 1,

10, New Marine Lines,

Mumbai- 400 020

Tel:- (022) 22003231 / 5056 / 4325.

Fax: (022) 2206 0745

E-mail: contactus@bombaywireropes.com

February 25, 2026

To,

The Manager

The Bombay Stock Exchange Ltd

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai – 400 001

Dear Sir/Madam,

Subject: Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 ('Listing Regulations'), as amended, we forward herewith a copy of the Postal

Ballot Notice ('Notice') of Bombay Wire Ropes Limited (‘the Company’) dated February 24, 2026

along with the explanatory statement pursuant to the applicable provisions of the Companies Act,

2013 ('Act') read with the Listing Regulations, for seeking approval of the Members of the Company

for the below mentioned Resolutions:

SI. No. Type of Resolution Description of Resolution

1. Special Resolution Sale of Office Premises of the Company pursuant to the

provisions of Section 180(1)(a) read with 188 of the

Companies Act, 2013 and Regulation 37A of the Securities

Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

2. Ordinary Resolution Taking office premises on leave and license basis.

In compliance with the various Circulars issued by the Ministry of Corporate Affairs, the Company

is sending this Notice only in electronic form to those Members whose names appear in the Register

of Members/List of Beneficial Owners as received from the Depositories, the Company’s Registrar

to an Issue and Share Transfer Agent (‘RTA’) as on Friday, February 20, 2026 (‘Cut-Off Date’) and

whose email addresses are registered with the Company/RTA/Depositories or who will register their

email address in accordance with the process outlined in this Notice.

The Company has engaged the services of Purva Sharegistry (India) Pvt. Ltd. (PURVA) as the

agency to provide remote e-voting facility to its Members. The remote e-voting period commences

on Friday, February 27, 2026 at 9:00 a.m. (IST) and ends on Saturday, March 28, 2026 at 5:00 p.m.

(IST). The e-voting module shall be disabled by PURVA immediately thereafter. Voting rights of

the Members shall be in proportion to the shares held by them in the paid-up Equity share capital of

the Company as on the cut-off date. Please note that communication of assent (FOR) or dissent

(AGAINST) of the Members would only take place through the remote e-voting system. The detailed

procedure for remote e-voting is provided in the 'Notes' section of the Notice.

The Members whose email address is not registered with the Company/Depositories/RTA to receive

the Notice, may register their email address with the Company’s RTA. The process for registration

of email address is also provided in the enclosed Notice.

BOMBAY WIRE ROPES LIMITED

The said Notice is also being made available on the website of the Company at

www.bombaywireropes.com and on the website of our e-voting agency i.e. Purva e-Voting Website

at https://evoting.purvashare.com.

This is for your information and records.

Yours Sincerely,

For Bombay Wire Ropes Limited

Shyni Chatterjee

Company Secretary/

Compliance Officer

BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

401/405. Jolly Bhavan No- 1,

10, New Marine Lines,

Mumbai- 400 020

Tel:- (022) 22003231 / 5056 / 4325.

Fax: (022) 2206 0745

E-mail: contactus@bombaywireropes.com

POSTAL BALLOT NOTICE

[Pursuant to Sections 108, 110 of the Companies Act, 2013 read with the Companies (Management

and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry

of Corporate Affairs]

E-voting starts on E-voting ends on

27 February 2026 at 9:00 a.m. (IST) 28 March 2026 at 5:00 p.m. (IST)

Dear Member(s),

Notice is hereby given pursuant to Sections 108, 110 of the Companies Act, 2013 (“Act”), read with

Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), the

Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India

(“SS-2”), read with the General Circular Nos. 14/2020 dated 08 April 2020, 17/2020 dated 13 April

2020, 20/2020 dated 05 May 2020 and subsequent circulars issued in this regard, the latest being

3/2025 dated 22 September 2025, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter

collectively referred to as “MCA Circulars”), Regulation 44 and other applicable regulations of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”) and other applicable provisions of the Act, rules,

regulations, circular and notification (including any statutory modification(s), clarification(s),

substitution(s) or re-enactment(s) thereof for the time being in force), to the Members of Bombay

Wire Ropes Limited (“Company”) that the resolutions as set out hereunder, be passed by the

members of the Company, through postal ballot (“Postal Ballot”) only by way of voting through

electronic means (“Remote e-Voting”).

Pursuant to Sections 102, 110 and other applicable provisions of the Act, the Explanatory Statement

pertaining to the said Resolutions setting out the material facts and related particulars is annexed

hereto.

In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form

to those Members whose e-mail addresses are registered with the Company/ Purva Sharegistry

(India) Pvt. Ltd., the Company’s Registrar and Transfer Agent (“RTA”)/ Central Depository

Services (India) Limited. Accordingly, physical copy of the Notice along with Postal Ballot Form

and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The

communication of the assent or dissent of the Members would only take place through Remote e-

Voting system. The detailed procedure for Remote e-Voting forms part of the ‘Notes’ section to this

Notice. Eligible Members whose e-mail address is not registered with the

Company/Depositories/RTA, are requested to follow the process provided in the Notes to receive

this Postal Ballot Notice.

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act,

read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and

MCA Circulars, the Company has provided Remote e-Voting facility only, to its Members to enable

them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For

this purpose, the Company has engaged the services of Purva Sharegistry (India) Pvt. Ltd. (“Purva”)

as the agency to provide Remote e-Voting facility. Voting rights of the Members shall be in

proportion to the shares held by them in the paid-up equity share capital of the Company as on 20

February 2026 (“Cut-off date”) The instructions for Remote e-Voting forms part of this Postal Ballot

Notice.

The Postal Ballot Notice will also be available on the website of the Company at

www.bombaywireropes.com, website of the Stock Exchange i.e. BSE Limited at

www.bseindia.com, and on the website of our e-Voting agency i.e. Purva e-Voting website at

https://evoting.purvashare.com.

Members are requested to carefully read the instructions in this Postal Ballot Notice and record their

assent (FOR) or dissent (AGAINST) only through the Remote e-Voting process not later than 5:00

p.m. (IST) on 28 March 2026. Remote e-Voting will be disabled by Purva immediately thereafter

and will not be allowed beyond the said date and time.

The Company has appointed Mrs. Zankhana Karan Bhansali, (Membership No.: FCS 9261/CP

No.10513) as the Scrutinizer for conducting the Postal Ballot through Remote e-Voting process in a

fair and transparent manner and in accordance with the provisions of the Act and the rules made

thereunder.

After completion of scrutiny of the votes, the Scrutinizer will submit her Report to the Chairman of

the Company, or any person authorized by the Chairman. The results of the voting conducted through

Postal Ballot (through the Remote e-Voting process) along with the Scrutinizer’s Report will be

announced by the Chairman or such person as authorized, on or before 30 March 2026. The same

will be displayed on the website of the Company: www.bombaywireropes.com, the website of Purva:

https://www.purvashare.com and also shall be communicated to BSE Limited (“BSE”), where the

Company’s equity shares are listed and be made available on its website. The Company will also

display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

Item No.1:

Sale of Office Premises of the Company pursuant to the provisions of Section 180(1)(a) read

with 188 of the Companies Act, 2013 and Regulation 37A of the Securities Exchange Board of

India (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 Special Resolution:

“RESOLVED THAT pursuant to Sections 180, 188 and other applicable provisions, if any, of the

Companies Act, 2013 and relevant Rules made there under (including any statutory modification(s)

or re-enactment thereof, for the time being in force), in terms of Regulation 37A of Securities

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“Listing Regulations”) and other applicable regulations as amended from time to time, the

Company's “Related Party Transactions Policy” for dealing with material related party transactions,

relevant provisions of the Memorandum and Articles of Association of the Company, all other

applicable laws and regulations, as amended, supplemented or re-enacted from time to time and

subject to approvals, consents, permissions and sanctions of authorities, as may be necessary, the

consent of the members of the Company be and is hereby accorded to the Board of Directors of the

Company (hereinafter referred to “Board” which term shall be deemed to mean and include any

Committee which the Board may have constituted or hereinafter constitute, from time to time, to

exercise its powers including the power conferred by this resolution) to sell the premises of the

Company admeasuring 1340 sq. ft. of carpet area situated at 401 to 405 Jolly Bhavan No. 1, 10 New

Marine Lines, Mumbai 400 020 (“Office Premises”) to its related party viz. The New Great Eastern

Spinning and Weaving Company Limited (“Purchaser”) (CIN: U51100MH1873PLC000015), for

a total lumpsum consideration of Rs. 5,15,00,000 (Rupees five crores fifteen lakhs only), subject to

terms and conditions as specified in the draft Sale Deed to be entered into between the Company and

Purchaser.”

RESOLVED FURTHER THAT pursuant to Section 180(4) of the Companies Act, 2013 and

relevant Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for

the time being in force), the Board of Directors may invest the sale proceeds received from sale of

the Office Premises in suitable instruments.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the

Board/Committee be and is hereby authorised to finalise, settle and sign, execute, deliver such

documents/ deeds/ writings/ papers/ agreements as may be required, including register the same with

the appropriate sub-registrar and the seal of the Company may be affixed if so required on such

documents in presence of one of the Directors and do all such acts, deeds, matters and things, as it

may, in its absolute discretion deem necessary, proper or desirable or incidental thereto and to settle

any question, difficulty or doubt that may arise in regard to sale of the Office Premises to The New

Great Eastern Spinning and Weaving Company Limited (CIN: U51100MH1873PLC000015) as

aforesaid.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its

powers herein conferred, to any Committee of Directors or any one or more Directors of the

Company with authority to sub-delegate such powers to any officers of the Company, as may be

required, for executing agreements/ documents, contracts and other instruments related to this matter.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter

referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified,

and confirmed in all respects.”

Item No.2:

Taking office premises on leave and license basis:

To consider, and, if thought fit, and to pass, with or without modification(s), the following resolution

as Ordinary Resolution:

“RESOLVED THAT pursuant to Section 188 and other applicable provisions, if any of the

Companies Act, 2013 and relevant Rules made there under (including any statutory modification(s)

or re-enactment thereof, for the time being in force), in terms of the Securities Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

and other applicable provisions, as amended from time to time, and subject to consent of members

of the Company for sale of the Company’s office premises admeasuring 1340 sq. ft. carpet area

situated at 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai 400 020 (“Office

Premises”) to its related party viz. The New Great Eastern Spinning and Weaving Company Limited

(CIN: U51100MH1873PLC000015) in accordance with law, the consent of the members of the

Company be and is hereby accorded to the Board Directors of the Company (hereinafter referred to

“Board” which term shall be deemed to mean and include any Committee which the Board may

have constituted or hereinafter constitute, from time to time, to exercise its powers including the

power conferred by this resolution) to take on leave and license for a period of 3 (three) years, i.e.,

from 1 April 2026 to 31 March 2029 from The New Great Eastern Spinning And Weaving Company

Limited (CIN: U51100MH1873PLC000015), an area equivalent to 250 sq. ft. carpet area demarcated

at the Office Premises, for the purpose and continuing use as the Company’s registered office, at a

leave & license fee of Rs. 75,000 (Rupees seventy five thousand only) per month, having a lock-in

period of 6 months, upon expiry of which either party shall have the option of terminating the

agreement by giving 90 days’ written notice and on such other terms and conditions as mentioned in

the leave & license agreement to be executed between the Company and The New Great Eastern

Spinning And Weaving Company Limited (CIN: U51100MH1873PLC000015).”

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the

Board/Committee be and is hereby authorised to finalise, settle and sign, execute, deliver such

documents/ deeds/ writings/ papers/ agreements as may be required, including register the same with

the appropriate sub-registrar and the seal of the Company may be affixed if so required on such

documents in presence of one of the Directors and do all such acts, deeds, matters and things, as it

may, in its absolute discretion deem necessary, proper or desirable or incidental thereto and to settle

any question, difficulty or doubt that may arise in regard to sale of the Office Premises as aforesaid.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its

powers herein conferred, to any Committee of Directors or any one or more Directors of the

Company with authority to sub-delegate such powers to any officers of the Company, as may be

required, for executing agreements/ documents, contracts and other instruments related to this matter.

RESOLVED FURTHER THAT all actions taken by the Board of Directors in connection with any

matter referred to or contemplated in any of the foregoing resolution, be and are hereby approved,

ratified, and confirmed in all respects.”

Date: 24

February, 2026 By order of the Board of Directors

Registered Office: For Bombay Wire Ropes Limited

401 to 405 Jolly Bhavan No. 1,

10 New Marine Lines,

Mumbai 400 020 Rajkumar Gulzarilal Jhunjhunwala

Whole-time Director (DIN: 01527573)

NOTES:

1.The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable

provisions, if any of the Act read with rules framed thereunder, Secretarial Standard–2 on

General Meeting and Regulation 36 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 setting out material facts relation to the resolutions proposed

in the Postal Ballot Notice and additional information is annexed hereto and forms part of this

Notice.

2.In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by

electronic mode to those Members whose names appear on the Register of Members/List of

Beneficial Owners as on 20 February, 2026 (“Cut-Off Date”) received from the Depositories

and whose e-mail address is registered with the Company/ Registrar and Transfer

Agent/Depository Participants/Depositories.

3.In accordance with Regulation 44 of the SEBI Listing Regulations, as amended from time

to time, Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Companies

(Management and Administration) Rules, 2014, as amended from time to time and as per

MCA Circulars, Electronic copy of the Notice of the Postal Ballot of the Company inter

alia indicating the process and manner of remote E-voting is being sent to all the members

whose email IDs are registered with the Company / Depository Participants(s) (in case of

shares held in demat form) or with the Company's Registrar and Share Transfer Agent

(“RTA”) (in case of shares held in physical form).

4.Members, who have not registered their email address can get their email address registered

with the Depository Participant, with whom the demat account is maintained and

shareholders holding shares in physical mode may write to the Company at

contactus@bombaywireropes.com / OR write to the RTA.

5.This Postal Ballot Notice will also be available on the company’s website i.e.

www.bombaywireropes.com and on the website of the stock exchange i.e.

www.bseindia.com.

6.In accordance with the MCA Circulars, the Company has made necessary arrangements

for the Members to register their e-mail address. (i) Members who have not registered

their e-mail address are requested to register the same with the Depository Participant(s)

where they maintain their demat accounts, if the shares are held in electronic form, and

(ii) Members holding shares in physical mode, who have not registered/updated their

email address with the Company, are requested to register/update the same by writing

to the Company with details of folio number and attaching a self-attested copy of PAN

card at contactus@bombaywireropes.com or to support@purvashare.com.

7.Members would be able to cast their votes and convey their assent or dissent to the proposed

special resolution only through the remote e-voting process. Members whose names appear

on the Register of Members/List of Beneficial Owners as on the Cut-Off Date will only be

considered eligible for the purpose of e-voting. A person who becomes a Member after the

Cut-Off Date should treat this notice for information purpose only.

8.A Member cannot exercise his/her vote through proxy on postal ballot. However, Corporate

and Institutional Members shall be entitled to vote through their authorised representatives.

Corporate and institutional Members are required to send scanned certified true copy (PDF

Format) of the board resolution/authority letter, power of attorney together with attested

specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to

zankhanabhansaliandassociates@gmail.com.

9.Voting rights of a Member/Beneficial Owner shall be in proportion to his/her/its

shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

10.Pursuant to Sections 108, 110 and other applicable provisions of the Act and the rules

thereunder read with MCA Circulars and Secretarial Standard on General Meeting ("SS-2")

and any amendments thereto, the Company is providing the facility to the Members to exercise

their right to vote on the proposed resolution electronically. The Company has engaged the

services of Purva Sharegistry (India) Pvt. Ltd as the agency to provide e-voting facility. The

instructions for e-voting are provided as part of this Postal Ballot Notice which the Members

are requested to read carefully before casting their vote.

11.The e-voting period commences at 9:00 a.m. (1ST) on Friday, 27 February, 2026 and

ends at 5:00 p.m. (1ST) on Saturday, 28 March, 2026. Members desiring to exercise their

vote should cast their vote during this period, for their vote to be eligible for being considered.

12.The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e.

Saturday, 28 March, 2026. The resolutions passed by the Members through Postal Ballot are

deemed to have been passed as if the same have been passed at a general meeting of the

Members.

13.All documents referred to in this Postal Ballot Notice and Explanatory Statement setting out

material facts will be available for inspection electronically from the date of circulation of this

Notice up to the closure of the E-voting period. Members seeking to inspect such documents

can send an email to contactus@bombaywireropes.com and the documents will be available

for inspection at the Registered Office of the Company between 11:00 a.m. to 5:00 p.m., on

all working days except Saturday(s), Sunday(s) and Public Holiday(s) from the date of

circulation of the Notice till the declaration of results of the Postal Ballot.

14.The Board of Directors by a Resolution passed at their meeting held on 24 February 2026 has

appointed Mrs. Zankhana Karan Bhansali (Membership No.: FCS 9261/CP No.10513),

Practicing Company Secretaries, Mumbai to act as the Scrutinizer for conducting the E-voting

process in a fair and transparent manner.

15.Shareholders are requested to take note that all queries or service requests in electronic mode

are to be raised only through RTA, M/s. Purva Sharegistry (India) Private Limited.

16.The Scrutinizer will submit their report to the Chairman of the Company or any other

authorized officer(s) of the Company after completion of the scrutiny of the E-voting. The

results of the Postal Ballot will be announced within 2 (Two) working days from conclusion

of the E-voting period. The result of Postal Ballot along with the Scrutinizer's Report will be

intimated to the BSE Limited (“Stock Exchange”) where the equity shares of the Company

are listed and shall be hosted on the website of the Company and on the website of RTA and

will also be displayed on the Notice Board of the Company at its Registered Office.

PURVA e-Voting System - For Remote e-voting

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in

demat mode can register directly with the depository or will have the option of accessing various

ESP portals directly from their demat accounts.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual

shareholders holding shares in demat mode.

Step 2: Access through PURVA 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 27 February, 2026 at 9:00 a.m. (IST) and ends on 28 March

2026 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 20 February 2026 may cast their vote electronically. The e-voting module shall

be disabled by PURVA for voting thereafter.

(ii)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.

Step 3: Access through Depositories CDSL/NSDL e-Voting system in case of individual

shareholders holding shares in demat mode.

Pursuant to the abovesaid SEBI Circular, login method for e-Voting and joining virtual meetings for

individual shareholders holding securities in demat mode is given below:

Type of

shareholders

Individual

Shareholders

holding securities in

Demat mode with

CDSL Depository

1)Users who have opted for CDSL Easi/Easiest facility, can login through their

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.

2)After successful login the Easi/Easiest user will be able to see the e-Voting

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 or joining virtual meeting & voting

during the meeting. 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.

3)If the user is not registered for Easi/Easiest, option to register is available at

CDSL website www.cdslindia.com and click on login & New System Myeasi

Tab and then click on registration option.

4)Alternatively, the user can directly access e-Voting page by providing Demat

Account Number and PAN No. from a e-Voting link available on the home page,

i.e., www.cdslindia.com. 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 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

1)If you are already registered for NSDL 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 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.

2)If the user is not registered for IDeAS e-Services, option to register is available

at https://eservices.nsdl.com Select “Register Online for IDeAS “Portal or click

at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3)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 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 service provider website for casting your vote during the

remote e-Voting period.

4)Shareholders/Members can also download NSDL Mobile App “NSDL Speede”

facility by scanning the QR code mentioned below for seamless voting

experience.

5)For OTP based login you can click

on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will

have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code

and generate OTP. Enter the OTP received on registered email id/mobile

number and click on login. 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 re-

directed to e-Voting service provider website 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)

Depository

Participants (DP)

You can also login using the login credentials of your demat account through your

Depository Participant registered with NSDL/CDSL for e-Voting facility. After

Successful 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 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.

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

Individual Shareholders holding

securities in Demat mode with CDSL

Members facing any technical issue in login can contact CDSL

helpdesk by sending a request at helpdesk.evoting@cdslindia. com

or contact at toll free no. 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.com or call at: 022

- 4886 7000 and 022 - 2499 7000

Step 4: Access through PURVA e-Voting system in case of shareholders holding shares in physical

mode and non-individual shareholders in demat mode.

shareholders holding in Demat form & physical shareholders.

1)The shareholders should log on to the e-voting website https://evoting.purvashare.com.

2)Click on “Shareholder/Member” 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 EVENT Number followed

by Folio Number registered with the company. For example if folio number is 001***

and EVENT is 8 then user ID is 8001***

4)If you are holding shares in demat form and had logged on to www.evotingindia.com or

www.evoting.nsdl.com and voted on an earlier e-voting of any company, then your existing

password is to be used.

5)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)

●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 Bank

Details

Date of Birth

(DOB)

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.

●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 (v).

6)After entering these details appropriately, click on “SUBMIT” tab.

7)Shareholders 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.

8)For shareholders holding shares in physical form, the details can be used only for e-voting on

the resolutions contained in this Notice.

9)Click on the EVENT NO. for the relevant <Company Name> on which you choose to vote.

10)On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO/ABSTAIN” for voting. Select the option YES or NO or ABSTAIN as

desired. The option YES implies that you assent to the Resolution, option NO implies that you

dissent to the Resolution and option ABSTAIN implies that you are not voting either for or

against the Resolution.

11)Click on the “NOTICE FILE LINK” if you wish to view the Notice.

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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.

13)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your

vote.

NOTE ON NON-INDIVIDUAL SHAREHOLDERS AND CUSTODIANS- REMOTE

VOTING.

1.Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are

required to log on to https://evoting.purvashare.com and register themselves in the

“Custodians/ Mutual Fund” module.

2.A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to evoting@purvashare.com.

3.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.

4.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.

5.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;

contactus@bombaywireropes.com (designated email address by company), if they have voted

from individual tab & not uploaded same in the Purva 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.

2.For Demat shareholders - Members shall register their email addresses in respect of electronic

holdings with their concerned Depository Participants by following due procedure as advised by

them.

3.For Individual Demat shareholders – Members shall register their email addresses in respect of

electronic holdings with their concerned 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 Purva e-Voting System, you can write

an email to evoting@purvashare.com or contact at 022-49614132 and 022-35220056.

All grievances connected with the facility for voting by electronic means may be addressed to Ms.

Deepali Dhuri, Compliance Officer, Purva Sharegistry (India) Private Limited, Unit No. 9, Shiv

Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011 or send an email

to evoting@purvashare. com or contact at 022- 022-49614132 and 022-35220056.

Date: 24

February, 2026 By order of the Board of Directors

Registered Office: For Bombay Wire Ropes Limited

401 to 405 Jolly Bhavan No. 1,

10 New Marine Lines,

Mumbai 400 020 Rajkumar Gulzarilal Jhunjhunwala

Whole-time Director (DIN: 01527573)

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013, the following explanatory statement sets out

material facts relating to the businesses mentioned under Resolution of the accompanying Notice.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended, any transaction with a

related party shall be considered material, if the transaction(s) entered into/to be entered into

individually or taken together with the previous transactions during a financial year, exceeds 10% of

the annual consolidated turnover of the Company as per the last audited financial statements of the

Company, and shall require prior approval of members by means of an ordinary resolution. The said

limits are applicable even if the transactions are in the ordinary course of business of the concerned

company and at an arm’s length basis.

Further, in terms of Section 180(1)(a) of the Companies Act, 2013 read with Regulation 37A of the

SEBI Listing Regulations, approval of shareholders by way of a special resolution is required to be

obtained in the event of the Company selling or otherwise disposing off the whole or substantially the

whole of its undertaking.

Accordingly, Resolution Nos. 1 and 2 are placed for approval of the Members of the Company.

Item No.1: Sale of Office Premises of the Company, a Material Related Party Transaction

pursuant to the provisions of Section 180(1)(a) read with Section 188 of the Companies Act, 2013

and SEBI Listing Regulations

Background, details, justification and benefits of the Transaction:

The Company has not carried out any meaningful business activity, since the closure of its wire rope

manufacturing operations in March, 1995 and that, despite all efforts, the Company has not come across

any viable business opportunity. In the above background, the Company intends to monetize its existing

non-core assets and invest the proceeds as may be realised therefrom in suitable instruments with a view

to enhance the investments of the Company.

The Company therefore proposes to sell and monetise its office premises admeasuring 1340 sq. ft. of

carpet area situated at 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai - 400020 (“Office

Premises”). The Office Premises would be ‘substantial’ in terms of Section 180(1)(a) of the Companies

Act, 2013 (“Act”) read with Regulation 37A of the SEBI Listing Regulations and would therefore

require approval of the members for its disposal by way of special resolution.

Additionally, considering the curtailed nature of the operations of the Company, the Company would

not require an area of more than 250 sq. ft. to conduct its affairs which area can be availed by way of a

separate proposed leave and license arrangement, details of which are set out more particularly under

Item 2 below.

Purchasing Party, Consideration and basis of arriving at Consideration: In furtherance of

negotiations held, a related party, i.e. The New Great Eastern Spinning And Weaving Company Limited

(hereinafter referred to as “NGE”) is ready and willing to purchase the Office Premises for a total

lumpsum sale consideration of Rs. 5,15,00,000 (Rupees five crores fifteen lakhs only), which amount

is higher of two valuations as submitted by two independent and reputed valuers (particulars of which

are listed below). NGE has also agreed to bear the stamp duty on the said transaction. The said

transaction, if approved, would be a principal to principal transaction and as such the Company would

be spared any financial outgo on account of any brokerage or commission on the sale transaction, such

brokerage being usually between 1.00 - 2.00% of the sale consideration.

Further, as more particularly set out and explained under item 2 below, if the said sale transaction is

approved and the Office Premises are acquired by NGE, then NGE has agreed to give the Company on

a leave and license basis, a demarcated carpet area of 250 sq. ft. of the aforesaid Office Premises itself,

for the Company’s continued use as its registered office.

Such a back-to-back arrangement with NGE would prove beneficial to the Company, as the Company

would not be required to shift its office and registered address, which would avoid incurring any

additional cost/ expenses and inconvenience that would otherwise be incurred were the Company to

shift to an entirely new premise and registered address.

The transactions by the Company with NGE thus would not only help the Company to monetize its

assets, but ensure continuity without any interruption of business operations at the same premises and

save the Company’s additional cost in the form of brokerage, shifting expenses, etc. The amounts

realised from the sale of the Office Premises proposed to be invested in suitable instruments.

The Audit Committee (“Audit Committee”) has been provided with the relevant details of the proposed

related party transaction (“RPT”) including material terms and basis of pricing, and the minimum

information that is required to be provided in terms of the SEBI Master Circular dated 11 November

2024 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26 June 2025, the

Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders

for approval of Related Party Transactions” and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-

2/P/CIR/2025/135 dated 13 October 2025. All Independent Directors on the Audit Committee, after

reviewing all necessary information, have granted approval for entering into the RPT between the

Company and NGE. The Audit Committee and Board have noted that the said transaction will be

executed as per the terms of a Sale Deed which is in the ordinary course of business and on an arm’s

length basis.

Details of the proposed RPT between the Company and NGE, including the information required to be

disclosed in the Explanatory Statement pursuant to the SEBI Master Circular dated 11 November 2024

read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26 June 2025, the

Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders

for approval of Related Party Transactions” and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-

2/P/CIR/2025/135 dated 13 October 2025 (collectively the “SEBI Circulars read with ISF Note”) are

as follows:

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 1, i.e. sale of Office Premises to

the related party

A. PART A – information to be provided in respect of all related party transactions

A(1). Basic details of related party (A1)

1.1 Name of related party (A1(1)) The New Great Eastern Spinning and

Weaving Company Limited (“NGE”)

1.2 Country of incorporation of the related partyIndia

1.3 Nature of business of the related party Manufacturing of Yarns and Trading of

Home Décor Items and Investment of surplus

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 1, i.e. sale of Office Premises to

the related party

fund in shares, Mutual funds and other

financial services.

A(2). Relationship and ownership of the related party (A2)

2.1 Relationship between the listed

entity/subsidiary (in case of transaction

involving the subsidiary) and the related

party – including nature of its concern

(financial or otherwise) and the following:

•Shareholding of the listed entity/

subsidiary (in case of transaction

involving the subsidiary), whether direct

or indirect, in the related party.

•Where the related party is a partnership

firm or a sole proprietorship concern or a

body corporate without share capital,

then capital contribution, if any, made by

the listed entity/subsidiary (in case of

transaction involving the subsidiary).

•Shareholding of the related party,

whether direct or indirect, in the listed

entity/subsidiary (in case of transaction

involving the subsidiary).

Explanation: Indirect shareholding shall

mean shareholding held through any person,

over which the listed entity/

Subsidiary/related party has control.

While calculating indirect shareholding,

shareholding held by relatives shall also be

considered.

Promoter Group Company

Set out in Annexure ‘A’ hereto

Not Applicable

Set out in Annexure ‘A’ hereto

A(3). Details of previous transactions with the related party (A3)

3.1 Total amount of all the transactions

undertaken by the listed entity or subsidiary

with the related party during the last

financial year.

Explanation: Details need to be disclosed

separately for listed entity and its

subsidiary.

# Nature of

Transactions

FY 2024-2025

(in INR)

1. Rent receipt from

NGE until 31

March 2025

4,50,000

2. Loan taken by the

Company

3,62,500

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 1, i.e. sale of Office Premises to

the related party

3. Loan repayment

to NGE

3,62,500

4. Interest on Loan 1,375

3.2 Total amount of all the transactions

undertaken by the listed entity or subsidiary

with the related party in the current financial

year up to the quarter immediately preceding

the quarter in which the approval is sought.

Nil

3.3 Any default, if any, made by a related party

concerning any obligation undertaken by it

under a transaction or arrangement entered

into with the listed entity or its subsidiary

during the last financial year.

None

A(4). Amount of the proposed transaction(s) (A4)

4.1 Amount of the proposed transactions being

placed for approval in the meeting of the

Audit Committee/shareholders.

Rs. 5,15,00,000/- (Rupees Five Crores

Fifteen Lakhs only).

The amount of the proposed transaction of

Item No. 2 is specified under the details

disclosed under Item No. 2.

4.2 Whether the proposed transactions taken

together with the transactions undertaken

with the related party during the current

financial year would render the proposed

transaction a material RPT?

Yes

4.3 Value of the proposed transactions as a

percentage of the listed entity’s annual

consolidated turnover for the immediately

preceding financial year

Not ascertainable as the Company does not

have any turnover, i.e. revenue from

operations in the immediately preceding

financial year. The same is reflected and

recorded in the Annual Report of the

Company for financial year ended 31 March

2025.

4.4 Value of the proposed transactions as a

percentage of subsidiary’s annual standalone

turnover for the immediately preceding

financial year (in case of a transaction

involving the subsidiary and where the listed

entity is not a party to the transaction)

Not Applicable

4.5 Value of the proposed transactions as a

percentage of the related party’s annual

consolidated turnover (if consolidated

turnover is not available, calculation to be

made on standalone turnover of related

party) for the immediately preceding

financial year, if available.

25%

(the consolidated revenue from operations of

NGE for the immediately preceding financial

year ended 31 March 2025 is Rs. 2068.55

lakhs)

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 1, i.e. sale of Office Premises to

the related party

4.6 Financial performance of the related party

for the immediately preceding financial

year:

Explanations: The above information is to

be given on standalone basis. If standalone

is not available, provide on consolidated

basis.

Particulars

(Standalone)

FY 2024-2025

(INR in Lakhs)

Revenue from

operations

2,060.77

Profit After Tax (0.70)

Net worth 67,710.31

A(5). Basic details of the proposed transaction (A5)

5.1 Specific type of the proposed transaction

(e.g. sale of goods/ services, purchase of

goods/services, giving loan, borrowing etc.)

Sale of Office Premises (immovable asset) of

the Company to NGE

5.2 Details of each type of the proposed

transaction

Sale by the Company of its Office Premises

to NGE at fair market value of Rs.

5,15,00,000/- (Rupees five crores fifteen

lakhs only)

The details pertaining to the transaction under

Item No. 2 are as disclosed under Item No. 2.

5.3 Tenure of the proposed transaction (tenure in

number of years or months to be specified)

Sale of Office Premises – One Time

The details pertaining to the transaction under

Item No. 2 are as disclosed under Item No. 2.

5.4 Whether omnibus approval is being sought? No. It is a specific approval.

5.5 Value of the proposed transaction during a

financial year.

If the proposed transaction will be executed

over more than one financial year, provide

estimated break-up financial year-wise.

One time sale of Office Premises at fair

market value of Rs. 5,15,00,000/- (Rupees

Five Crores Fifteen Lakhs only)

5.6 Justification as to why the RPTs proposed to

be entered into are in the interest of the listed

entity

Please refer to the paragraphs under the

heading “Background, details, justification

and benefits of the transaction” given above

5.7 Details of the promoter(s) / director(s) / key

managerial personnel of the listed entity who

have interest in the transaction, whether

directly or indirectly.

Explanation: Indirect interest shall mean

interest held through any person over which

an individual has control.

a.Name of the director / KMP

b.Shareholding of the director/KMP,

whether direct or indirect, in the

related party

As per Annexure ‘A’

5.8 A copy of the valuation or other external

party report, if any, shall be placed before

the Audit Committee.

The Valuation report dated 19 February 2026

issued by Kanti Karamsey & Co., as set out at

Annexure ‘B’ hereto and Valuation report

dated 18 February 2026 issued by

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 1, i.e. sale of Office Premises to

the related party

Ashwinikumar Ambike, as set out at

Annexure ‘C’ hereto.

The Valuation Reports were placed before the

Audit Committee and the Board of Directors

at their respective meetings and also

approved and accepted by both.

However, for the purposes of valuation,

report dated 19 February 2026 issued by

Kanti Karamsey & Co. has been considered.

5.9 Other information relevant for decision

making

All relevant/ important information forms a

part of this Explanatory Statement setting out

material facts pursuant to the Companies Act,

2013 and applicable SEBI Regulations.

B.PART B - B(6) – Disclosure only in case of transaction relating to sale, lease or disposal

of assets of subsidiary or of unit, division or undertaking of the listed entity

1. Bidding or other process, if any, applied for

choosing a party for sale, lease or disposal of

assets of subsidiary or of unit, division or

undertaking of the listed entity.

No. The Company has not undertaken a

bidding process. However, based on

discussions, the purchaser, i.e. NGE was

finalised based on the price offered and

overall terms of transactions, including

transaction stipulated in Item No. 2

2. Basis of determination of price.Market price arrived at on the basis of

Valuation that was obtained from 2

independent valuers, viz., Kanti Karamsey

and Co. and Ashwinikumar Ambike. The

price has been determined taking into account

the higher of the two valuations.

The Valuation report dated 19 February 2026

issued by Kanti Karamsey & Co., as set out at

Annexure ‘B’ hereto and Valuation report

dated 18 February 2026 issued by

Ashwinikumar Ambike, as set out at

Annexure ‘C’ hereto.

Both the valuation reports were placed before

the Audit Committee and the Board of

Directors at their respective meetings.

3. Reasons for sale, lease or disposal of assets

of subsidiary or of unit, division or

undertaking of the listed entity or disposal of

shares of subsidiary or associate.

Please refer to the paragraphs under the

heading “Background, details, justification

and benefits of the transaction” given above

4. Financial track record of the

subsidiary/undertaking that is being sold (in

case of sale of undertaking, segment level

Not Applicable

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 1, i.e. sale of Office Premises to

the related party

data to be provided) during the last three

financial years:

20xx-

20xx

(INR)

20xx-

20xx

(INR)

20xx-

20xx

(INR)

Turnover

Net worth

Net Profit

5. Expected financial impact on the

consolidated turnover, net worth and net

profits of the listed entity or its subsidiary

due to sale of the subsidiary / undertaking.

None

a. Expected impact on turnover

b. Expected impact on net worth

c. Expected impact

PART B – B(1) to B(5) and B(7)NA

C.PART C - C(5) – Disclosure only in case of material related party transaction

1. Details of earlier sale, lease or disposal of

assets of the same subsidiary or of the unit,

division or undertaking of the listed entity or

disposal of shares of the same subsidiary or

associate to any related party during the

preceding twelve months

No such transaction has taken place earlier.

2. Whether the transaction would result in issue

of securities or consideration in kind to a

related party? If yes, please share the

relevant details.

3. Would the transaction result in eliminating a

segment reporting by the listed entity or any

of its subsidiary?

4. Does it involve transfer of key intangible

assets or key customers which are critical for

continued business of the listed entity or any

of its subsidiary?

5. Are there any other major non-financial

reasons for going ahead with the proposed

transaction?

PART C – C(1) to C(4) and C(6)NA

Other Relevant information:

The Audit Committee and the Board have reviewed the proposal in detail and recommended it for

approval of the shareholders. The same is in compliance with applicable provisions of the Companies

Act, 2013, and SEBI Listing Regulations, including those governing related party transactions.

The Audit Committee has noted that the relevant information and disclosures (including the above as

placed before it) for decision-making on the proposal were placed before it and based on information

provided and disclosures made, the Committee has determined that the transaction is beneficial for the

Company and its public shareholders. Further, the Audit Committee has reviewed and noted the

certificate provided by Dilip Sadanand More, Chief Financial Officer and Rajkumar Gulzarilal

Jhunjhunwala, Whole-time Director, in compliance of the SEBI Circulars read with ISF Note.

The said transactions, being a material RPT, require prior approval of the Members of the Company in

accordance with the SEBI Listing Regulations and Section 180 of the Act.

Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties

as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not),

shall not vote to approve Resolution under Item No. 1.

Except as mentioned above, none of the Directors and KMPs of the Company and/or their respective

relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise

in the Resolution set out at Item No. 1 of the accompanying Notice.

The proposed RPT between the Company and NGE was approved by the Board of Directors of the

Company at its meeting held on 24 February 2026 based on the recommendations of the Audit

Committee in its meeting held earlier on 24 February 2026. The Board is of the opinion that based on

the reasons elucidated above, the aforesaid proposal is in the best interest of the Company and hence

the Board recommends Item No. 1 for your approval by way of a special resolution.

Item No.2: Taking premises on leave & license basis from Related Party, a Material Related Party

Transactions

Background, details, justification and benefits of the transaction:

As more particularly stated under Item No. 1 above, the Company shall, subject to approval of

shareholders and in terms of applicable law, sell the Office Premises to The New Great Eastern Spinning

And Weaving Company Limited (hereinafter referred to as “NGE”) (related party).

Upon sale of the Office Premises, the Company would require to either buy premises or take premises

on lease or leave & license basis for its registered office and continuity of operations. Further, given the

curtailed business operations, the Company would not require more than 250 sq. ft. carpet area for the

purposes of its registered office.

In the present market scenario, and given the curtailed operations of the Company, it is advisable to

take premises on leave & license basis only, this would avoid costs of maintaining an owned property.

Further, upon discussions with NGE, NGE (subject to sale of the Office Premises to NGE) has agreed

to demarcate and allot in the Office Premises itself carpet area equivalent to 250 sq. ft., for continuing

use by the Company. The said use would be on the basis of a registered leave & license agreement for

a term of 3 (three) years at a monthly license fee of Rs. 75,000 (Rupees Seventy Five Thousand only),

which may be mutually revised by the parties during the tenure of the agreement.

Basis of arriving at the license fee: The license rent has been agreed upon basis the general market

rent being charged by other offices in the same building. In the building, the rent that is being charged

is between Rs. 250 to Rs. 300 per sq. ft. Accordingly, the rent of Rs. 300 is being applied.

The said leave & license transaction, if approved, would be a principal to principal transaction and as

such the Company would be spared any financial outgo on account of a brokerage or commission on

the transaction, which brokerage is usually anywhere between 1.00 – 2.00% of the transaction value.

Further, the said leave & license transaction would be beneficial to the Company, as the Company

would not be required to shift its registered address. Shifting of registered office, would involve

expending substantial costs and inconvenience of shifting to an entirely new premise and registered

address. The proposed transaction therefore, ensures continuity of the registered office address of the

Company and avoids incurring additional costs/ expenses and inconvenience that would otherwise be

incurred were the Company to shift to a new premises.

The transaction by the Company with NGE thus ensures continuity without any interruption of business

operations at the same registered office premises and, saves the Company costs in the form of brokerage,

shifting costs/ operations, etc.

The management has provided the Audit Committee with the relevant details of the proposed RPT

including material terms and basis of pricing, and the minimum information that is required to be

provided in terms of the SEBI Circulars read with ISF Note. All Independent Directors on the Audit

Committee, after reviewing all necessary information, have granted approval for entering into the RPT

between the Company and NGE. The Audit Committee and Board have noted that the said transaction

will be executed as per the terms of the Leave & License Agreement which is in the ordinary course of

business and on an arm’s length basis.

Details of the proposed RPTs between the Company and NGE, including the information required to be

disclosed in the Explanatory Statement pursuant to the SEBI Circulars read with ISF Note are as

follows:

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 2, i.e. taking on leave and license

premises from the related party

A. PART A – information to be provided in respect of all related party transactions

A(1.) Basic details of related party (A1)

1.1 Name of related party (A1(1)) The New Great Eastern Spinning and

Weaving Company Limited (“NGE”)

1.2 Country of incorporation of the related partyIndia

1.3 Nature of business of the related party Manufacturing of Yarns and Trading of

Home Décor Items and Investment of surplus

fund in shares, Mutual funds and other

financial services.

A(2). Relationship and ownership of the related party (A2)

2.1 Relationship between the listed

entity/subsidiary (in case of transaction

involving the subsidiary) and the related

party – including nature of its concern

(financial or otherwise) and the following:

•Shareholding of the listed entity/

subsidiary (in case of transaction

involving the subsidiary), whether direct

or indirect, in the related party.

Promoter Group Company

Set out in Annexure ‘A’ hereto

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 2, i.e. taking on leave and license

premises from the related party

•Where the related party is a partnership

firm or a sole proprietorship concern or a

body corporate without share capital,

then capital contribution, if any, made by

the listed entity/subsidiary (in case of

transaction involving the subsidiary).

•Shareholding of the related party,

whether direct or indirect, in the listed

entity/subsidiary (in case of transaction

involving the subsidiary).

Explanation: Indirect shareholding shall

mean shareholding held through any person,

over which the listed entity/

Subsidiary/related party has control.

While calculating indirect shareholding,

shareholding held by relatives shall also be

considered.

Not Applicable

Set out in Annexure ‘A’ hereto

A(3). Details of previous transactions with the related party (A3)

3.1 Total amount of all the transactions

undertaken by the listed entity or subsidiary

with the related party during the last

financial year.

Explanation: Details need to be disclosed

separately for listed entity and its

subsidiary.

# Nature of

Transactions

FY 2024-2025

(in INR)

1. Rent receipt from

NGE until 31

March 2025

4,50,000

2. Loan taken from

the Company

3,62,500

3. Loan repayment

to NGE

3,62,500

4. Interest on Loan 1,375

3.2 Total amount of all the transactions

undertaken by the listed entity or subsidiary

with the related party in the current financial

year up to the quarter immediately preceding

the quarter in which the approval is sought.

Nil

3.3 Any default, if any, made by a related party

concerning any obligation undertaken by it

under a transaction or arrangement entered

into with the listed entity or its subsidiary

during the last financial year.

None

A(4). Amount of the proposed transaction(s) (A4)

4.1 Amount of the proposed transactions being

placed for approval in the meeting of the

Audit Committee/shareholders.

Leave & license agreement to be executed for

a period of 3 (three) years, i.e., from 1 April

2026 to 31 March 2029 whereunder, the

Company would be required to pay NGE

monthly license fee of Rs. 75,000 (Rupees

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 2, i.e. taking on leave and license

premises from the related party

Seventy Five Thousand only). Provided that

the parties shall have the option of

terminating the leave & license agreement by

providing the other 90 days’ notice in writing,

having a lock-in period of 6 (six) months.

The details pertaining to the transaction under

Item No. 1 are as disclosed under Item No. 1.

4.2 Whether the proposed transactions taken

together with the transactions undertaken

with the related party during the current

financial year would render the proposed

transaction a material RPT?

Yes

4.3 Value of the proposed transactions as a

percentage of the listed entity’s annual

consolidated turnover for the immediately

preceding financial year

Not ascertainable as the Company does not

have any turnover, i.e. revenue from

operations in the immediately financial year.

The same is reflected and recorded in the

Annual Report of the Company for financial

year ended 31 March 2025.

4.4 Value of the proposed transactions as a

percentage of subsidiary’s annual standalone

turnover for the immediately preceding

financial year (in case of a transaction

involving the subsidiary and where the listed

entity is not a party to the transaction)

Not Applicable

4.5 Value of the proposed transactions as a

percentage of the related party’s annual

consolidated turnover (if consolidated

turnover is not available, calculation to be

made on standalone turnover of related

party) for the immediately preceding

financial year, if available.

Leave & License rent would be effective from

1 April 2026. As such, no value can be

attributed as on 31 March 2026.

If the leave and license fees for the entire

tenure of 3 years, i.e. from 1 April 2026 to 31

March 2029 is taken into account as on date

for the purposes of calculation, then the value

of the proposed transaction shall be 1.31%

(i.e. Rs. 27,00,000 as a percentage calculated

on the consolidated turnover of NGE as on 31

March 2025 being Rs. 2068.55 Lakhs)

4.6 Financial performance of the related party

for the immediately preceding financial

year:

Explanations: The above information is to

be given on standalone basis. If standalone

is not available, provide on consolidated

basis.

Particulars

(Standalone)

FY 2024-2025

(INR in Lakhs)

Revenue from

operations

2,060.77

Profit After Tax (0.70)

Net worth 67,710.31

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 2, i.e. taking on leave and license

premises from the related party

A(5). Basic details of the proposed transaction (A5)

5.1 Specific type of the proposed transaction

(e.g. sale of goods/ services, purchase of

goods/services, giving loan, borrowing etc.)

Taking on leave & license basis 250 sq. ft. of

premises from NGE for the Company’s

registered office

5.2 Details of each type of the proposed

transaction

Taking on leave & license basis 250 sq. ft. of

premises from NGE for the Company’s

registered office for a period of 3 years, i.e.,

from 1 April 2026 to 31 March 2029 at a

monthly license fee of Rs. 75,000 (Rupees

Seventy Five Thousand only). Provided that

the parties shall have the option of

terminating the leave & license agreement by

providing 90 days’ notice in writing, having a

lock-in period of 6 (six) months.

The details pertaining to the transaction under

Item No. 1 are as disclosed under Item No. 1.

5.3 Tenure of the proposed transaction (tenure in

number of years or months to be specified)

Leave & license agreement for 3 (three)

years, commencing from, i.e., from 1 April

2026 to 31 March 2029, subject to the right of

parties to terminate the leave & license

agreement by providing 90 days’ notice in

writing, having a lock-in period of 6 (six)

months.

The details pertaining to the transaction under

Item No. 1 are as disclosed under Item No. 1.

5.4 Whether omnibus approval is being sought? Yes. Approval is sought for a leave & License

for a term of 3 years. The license fee payable

is as set out in 5.5 below.

5.5 Value of the proposed transaction during a

financial year.

If the proposed transaction will be executed

over more than one financial year, provide

estimated break-up financial year-wise.

Leave & license agreement for 3 (three)

years, from 1 April 2026 to 31 March 2029 at

a monthly license fee of Rs. 75,000/-. The

financial year-wise break up is as under:

Financial Year Amount (in Rs.)

From 01 April 2026

to 31 March 2027

9,00,000

From 01 April 2027

to 31 March 2028

9,00,000

01 April 2028 to 31

March 2029

9,00,000

5.6 Justification as to why the RPTs proposed to

be entered into are in the interest of the listed

entity

Please refer to the paragraphs under the

heading “Background, details, justification

and benefits of the transaction” given above

# Description as per SEBI Circulars read

with ISF Note

Details pertaining only with respect to

Item No. 2, i.e. taking on leave and license

premises from the related party

5.7 Details of the promoter(s) / director(s) / key

managerial personnel of the listed entity who

have interest in the transaction, whether

directly or indirectly.

Explanation: Indirect interest shall mean

interest held through any person over which

an individual has control.

c.Name of the director / KMP

d.Shareholding of the director/KMP,

whether direct or indirect, in the

related party

As per Annexure ‘A’

5.8 A copy of the valuation or other external

party report, if any, shall be placed before

the Audit Committee.

None.

The license rent has been derived basis the

market rent being charged by other offices in

the same building. In the building, the rent

that is being charged is between Rs. 250 to

Rs. 300 per sq. ft. Accordingly, the rent of Rs.

300 is being applied.

5.9 Other information relevant for decision

making

All relevant/ important information forms a

part of this Explanatory Statement setting out

material facts pursuant to the Companies Act,

2013 and applicable SEBI Regulations.

B.PART B – Not Applicable

C.PART C - Not Applicable