REFRACTORY2026-10-16REFRACTORY2026-10-162026-10-16ResolutionOrAgendaDomain1REFRACTORY2026-10-16ResolutionOrAgendaDomain1REFRACTORY2026-10-162026-10-16ResolutionOrAgendaDomain2REFRACTORY2026-10-16ResolutionOrAgendaDomain2REFRACTORY2026-10-162026-10-16ResolutionOrAgendaDomain3REFRACTORY2026-10-16ResolutionOrAgendaDomain3xbrli:pureREFRACTORYREFRACTORY SHAPES LIMITEDNew2026-11-1211:00:00https://refshape.com/2026-10-16Extra-ordinary MeetingPhysical MeetingExtra-ordinary MeetingThursday2026-11-1211:00:00B 201, Rustomjee Central Park Chakala, Andheri-Kurla Road, Andheri (East), Mumbai, Maharashtra, India, 40006931.Website of the company- https://refshape.com/Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentRESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V to the Act and the rules made thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the Articles of Association of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, the consent of the Members be and is hereby accorded by way of a Special Resolution for the appointment of Mr. Dayashankar Krishna Shetty (DIN: 00384537), an existing Director of the Company who has attained the age of seventy-eight years, as the Managing Director and Chairperson of the Company, with effect from 12th November, 2026, for a period of 5 (five) years, on the terms and conditions, including remuneration, as set out in the Explanatory Statement annexed to the Notice convening this Meeting, notwithstanding that he has attained the age of seventy years, in accordance with Section 196(3)(a) of the Act.OthersManaging Director and ChairpersonMr. Dayashankar Krishna Shetty2026-11-122031-11-12Special ResolutionOthersAlteration in MoA/AoARESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), the consent of the members of the Company be and is hereby accorded to alter Article 94 of the Articles of Association of the Company by deleting the specific names of the Directors mentioned therein and substituting the existing Article with the following: 94. DIRECTORS NOT LIABLE TO RETIRE BY ROTATION The shareholders members shall have the power to determine the Directors whose period of office is or is not liable to determination by retirement of Directors by rotation subject to compliance of the Act and the Rules made thereunder. The Managing Director and Whole-Time Director of the Company, if any, shall not be liable to retire by rotation unless mandated by the applicable laws. Each of them shall be entitled to hold the office until he resigns on his own accord. Subject to the provisions of the relevant laws and these Articles not less than 2/3rd of the total number of Directors for the time being shall be those whose period of office is liable for determination of retirement by rotation. For the purposes of this article the total number of Directors shall not include independent directors whether appointed under the Act or any other law for the time being in force on the Board. A retiring Director shall be eligible for re-election.Special ResolutionOthersOthersRemuneration payable to the Managing Director and other Executive DirectorsRESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V to the Act and the rules made thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and subject to such approvals as may be required, the consent of the Members of the Company be and is hereby accorded by way of Special Resolution for fixing the maximum remuneration payable to the Managing Director of the Company up to Rs. 36,00,000/- (Rupees Thirty-Six Lakhs Only) per annum and to the other Executive Directors of the Company up to Rs. 48,00,000/- (Rupees Forty-Eight Lakhs Only) per annum, inclusive of salary, perquisites, benefits, incentives and allowances, as applicable, with effect from 12th November, 2026, consequent upon the change in designations, with the remuneration payable to the other Executive Directors being in excess of the limits prescribed under Section 197 of the Act, wherever applicable, subject to the provisions of Schedule V to the Act and on such terms and conditions as may be determined by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, and as set out in the Explanatory Statement annexed to the Notice convening this Meeting.” RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, the remuneration payable to the aforesaid Directors shall be governed by the applicable provisions of Section 197 read with Schedule V to the Act and the rules made thereunder, and shall be subject to such approvals and conditions as may be applicable.”