Surya Roshni : Postal Ballot

Dear Members,

NOTICE is hereby given pursuant to and in compliance with the provisions of sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act'), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the 'Rules') and regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Secretarial Standard-2 on General Meetings (the 'SS-2'), read with the General Circular No. 14/2020 dated 8th April 2020, the General Circular No. 17/2020 dated 13th April 2020, General Circular No. 22/2020 dated 15th June 2020, General Circular No. 33/2020 dated 28th September 2020, General Circular No. 39/2020 dated 31st December 2020, General Circular No. 10/2021 dated 23rd June 2021 and General Circular No. 20/2021 dated 8th December, 2021 issued by the Ministry of Corporate Affairs ('MCA Circulars') and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force) to the Members of Surya Roshni Limited (the 'Company') that it is proposed to transact the following business through Postal Ballot by remote e-voting process only ('remote e-voting'):

SPECIAL BUSINESS:

1. To approve the appointment of Ms. Suruchi Aggarwal (DIN: 09501245), as an Independent Woman Director and in this connection, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT in accordance with the provisions of Section 149, 152, 160, 161 read with Schedule IV and such other applicable provisions, if any, of the Companies Act, 2013, (the Act) and the Companies

Registered Office:

Prakash Nagar, Sankhol,

Bahadurgarh - 124 507 (Haryana)

Dated: 14th February, 2022

(Appointment and Qualification of Directors) Rules, 2014 including any statutory modification or any amendment or any substitution or re-enactment thereof for the time being in force, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as the Listing Regulations), Ms. Suruchi Aggarwal (DIN: 09501245), who was appointed as an Additional Independent Director of the Company w.e.f. 14th February, 2022 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT in accordance with, the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Suruchi Aggarwal (DIN: 09501245), be and is hereby appointed as an Independent Director of the Company w.e.f. 14th February, 2022 for a term of upto 5 (five) consecutive years.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, deeds and things as may be considered necessary to give effect to the aforesaid resolution including but not limited to filing of necessary forms/ returns with the concerned statutory authorities."

By order of the Board

B. B. SINGAL

SR. V.P & COMPANY SECRETARY

Membership No. A-10781

1. The Explanatory Statement pursuant to section 102 read with section 110 of the Act setting out material facts and reasons in respect of the resolution as set out above, is annexed hereto and forms part of this Notice.
2. Pursuant to the provisions of section 110 of the Act read with the Rules and the MCA Circulars, your Company has an option for the above mentioned resolution to seek the approval of the Members through Postal Ballot (via remote e-voting only), instead of getting the same passed at a General Meeting. Accordingly, if the resolution is approved by the Members through Postal Ballot via remote e-voting, it shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard.

3 A. Dispatch of Postal Ballot Notice through electronic mode

In compliance with the MCA Circulars, the Notice of the Postal Ballot is being sent by electronic mode only to those members whose names appears in the Register of Members/ List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday, 4th March, 2022, (the 'cut-off date') and whose e-mail IDs are registered with the Company/RTA/ Depositories. As per the MCA Circulars on account of the ongoing COVID-19 pandemic, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only. Further, the members who have not registered their email IDs can get register the same in the manner provided in this Notice.

Post successful registration of email, the Members would get soft copy of the notice and the procedure for remote e-voting along with the User ID and Password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to evoting@nsdl.co.in

Alternatively, may send an e-mail request at the email id info@masserv.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for receiving the Postal Ballot Notice and the remote e-voting instructions.

Further, members holding shares in physical form are requested to update their KYC and other relevant details with the Company Registrar and Transfer Agent (RTA), MAS Services Limited, in compliance to the SEBI Circular SEBI / HO

• MIRSD / MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November, 2021 and SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated 14th December, 2021. For any quarries in this regard send an e-mail request to info@masserv. com

Members may note that the Notice will be available on the Company's website www.surya. co.in, website of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com respectively, and on the website of National Securities Depository Limited (NSDL) at https://evoting.nsdl.com.

1. Registration of Email ID
   Members are requested to register their email ID permanently by following the procedure as mentioned below:
2. 1. Members holding shares in physical mode and who have not registered/updated their email ID with the Company Registrar are requested to register/update their email ID with MAS Services Limited by sending duly signed request letter at info@masserv.com with details of folio number and attaching a self-attested copy of PAN card.
   2. Members holding shares in dematerialised mode are requested to register/update their email ID with the relevant Depository Participants.
   3. Members whose names appears in the
      Register of Members/ List of Beneficial
      Owners as on the cut-off date i.e. 4th March, 2022 are eligible to vote on the resolution

set forth in this Notice. A person who is not a member as on the cut-off date should treat this notice for information purpose only.

4. Instructions for remote e-voting

1. In compliance with the provisions of sections 108, 110 of the Act read with the Rules, as amended and regulation 44 of the Listing Regulations, as amended from time to time, the

Company is providing facility to the Members to

exercise votes through electronic voting system ('remote e-voting') on the e-voting platform provided by NSDL. The Members may cast their votes remotely, using remote e-voting only on the dates mentioned hereunder. The instructions for remote e-voting are provided as part of this Postal Ballot Notice.

1. Facility to exercise vote through remote e-voting will be available during the following period:

The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

1. The voting rights of Members shall be in proportion to their share in the paid-up equity

share capital of the Company as on the cut-off date.

1. During the above period, Members of the Company holding shares either in physical form or in dematerialised form, as on Friday, 4th March, 2022, i.e., cut-off date, may cast their vote by remote e-voting.

1. Mr. Ankit Singhi, Partner of M/s PI & Associates, Practicing Company Secretary (FCS No. 11685, C.P. No. 16274 and PR No. 1498/2021) has been appointed as the Scrutinizer by the Board for conducting the Postal Ballot process in a fair and transparent manner in accordance with the applicable provisions of the Act & Rules.
   The process and manner for remote e-voting is as under:
2. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.
3. The process and manner of remote e-voting is explained below::

1. Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

1. Access to NSDL e-voting system in case of Members holding shares in physical and non-individual Members in demat mode.