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Anupam Rasayan India Limited — Proxy Solicitation & Information Statement 2025
Dec 10, 2025
62593_rns_2025-12-10_aaf27290-c668-4ce6-b076-1bf1b1ed44b5.pdf
Proxy Solicitation & Information Statement
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ANUPAM RASAYAN INDIA LTD.
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ARILSLDSTX20251210066 Date: December 10, 2025
| To, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001, India SCRIP CODE: 543275 |
To, National Stock Exchange of India Limited ‘Exchange Plaza’, C-1, Block-G, Bandra Kurla Complex, Bandra (East), Mumbai-400051, India SYMBOL: ANURAS |
|---|---|
Dear Sir/Madam,
Subject: Postal Ballot Notice of Anupam Rasayan India Limited (the “ Company ”).
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), we hereby enclose the Notice of Postal Ballot (the “ Notice ”) dated December 09, 2025, which is being sent to the members of the Company, seeking their approval in respect of the matters as stated below, by way of remote electronic voting (“ remote e-voting ”):
| Item No. |
Special Businesses | Type of Resolution |
|---|---|---|
| 1. | To approve the increase in the overall borrowing limits of the Company in accordance with the provisions of Section 180(1)(c)of the Companies Act,2013 |
Special Resolution |
| 2. | To approve to sell, lease, mortgage or otherwise dispose of whole or substantially whole of the undertaking of the Company, in accordance with the provisions of Section 180(1)(a)of the Companies Act,2013 |
Special Resolution |
| 3. | To approve to make investment, give loan and provide guarantee and security in excess of the limits specified under Section 186 of the Companies Act,2013 |
Special Resolution |
In terms of relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, from time to time, the Notice is being sent only by electronic mode to those members whose email addresses are registered with the Company/Depositories and whose names appeared in the Register of Members/list of beneficial owners maintained by the Company/Depositories as on Friday, December 05, 2025 (“ Cut-Off Date ”). Physical copies of the Notice, Postal Ballot forms etc., is not being sent to members for this Postal Ballot. The assent or dissent on the above resolutions can be communicated by the members through remote e-voting process, during the following period:
| Commencement of remote e-voting period |
Thursday, December 11, 2025 from 09:00 a.m. IST |
|---|---|
| Conclusion of remote e-voting period | Friday, January09,2026 till 05:00p.m. IST |
Tel. : +91-261-2398991-95 Fax : +91-261-2398996 E-mail : [email protected] Website : www.anupamrasayan.com CIN - L24231GJ2003PLC042988
Registered Office: Office Nos. 1101 to 1107, 11[th] Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Surat-395007, Gujarat, India.
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ANUPAM RASAYAN INDIA LTD.
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The Company has availed the services of National Security Depository Limited (NSDL) for facilitating remote e-voting to enable the members to cast their votes electronically. The results of the postal ballot through remote e-voting will be announced on or before Sunday, January 11, 2026.
The Notice is also being made available on the Company’s website at www.anupamrasayan.com and on the website of NSDL at www.evoting.nsdl.com.
We request you to kindly note the same and take into your records.
Thanking you,
Yours Faithfully,
For Anupam Rasayan India Limited
Digitally signed ASHISH by ASHISH GUPTA GUPTA Date: 2025.12.10 18:42:53 +05'30' Ashish Gupta Company Secretary & Compliance Officer
Encl.: As above
Registered Office: Office Nos. 1101 to 1107, 11[th] Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Surat-395007, Gujarat, India.
Tel. : +91-261-2398991-95 Fax : +91-261-2398996
E-mail : [email protected] Website : www.anupamrasayan.com CIN - L24231GJ2003PLC042988
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CIN: L24231GJ2003PLC042988
Regd. Office: Office Nos. 1101 to 1107, 11[th] Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Surat - 395007, Gujarat, India Tel. No.: +91-261-2398991-95
Website: www.anupamrasayan.com , E-mail: [email protected]
POSTAL BALLOT NOTICE
[Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
Notice is hereby given to the Members of Anupam Rasayan India Limited (the “ Company ”), pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 (including any statutory modifications or enactment(s) thereof, for the time being in force) (the “ Act ”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof, for the time being in force) (the “ Rules ”) and read with the General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 02/2022 dated May 05, 2022, General Circular No. 10/2022 dated December 28, 2022 General Circular No. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated September 19, 2024 and the latest being General Circular No. 03/2025 dated September 22, 2025 and other relevant circulars, if any, issued from time to time (collectively referred to as “ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“ SEBI Listing Regulations ”), Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India and subject to other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), the special businesses as set out below are proposed to be passed as Special Resolutions by the Members of the Company through the postal ballot only by way of remote electronic voting facility (“ remote e-voting ”):
| Sr. No. |
Special Businesses | Type of Resolution |
|---|---|---|
| 1. | To approve the increase in the overall borrowing limits of the Company in accordance with theprovisions of Section 180(1)(c)of the Companies Act,2013 |
Special Resolution |
| 2. | To approve to sell, lease, mortgage or otherwise dispose of whole or substantially whole of the undertaking of the Company, in accordance with the provisions of Section 180(1)(a) of the Companies Act,2013 |
Special Resolution |
| 3. | To approve to make investment, give loan and provide guarantee and security in excess of the limits specified under Section 186 of the Companies Act,2013 |
Special Resolution |
The proposed resolutions and explanatory statement setting out material facts as required in terms of Section 102 and Section 110 of the Act, read with the Rules and the MCA Circulars and the SEBI Listing Regulations, are appended below seeking the consent of the Members by way of Special Resolutions through postal ballot only through remote e-voting process.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company (the “ Board ”) at its meeting held on December 09, 2025, has appointed M/s. M. D. Baid & Associates, Practicing Company Secretaries, Surat, a peer reviewed firm bearing No. 942/2020, acting through their partner CS Mohan Baid (Membership No. A3598 and CP No. 3873), as Scrutinizer (“ Scrutinizer ”) for scrutinizing the postal ballot process in a fair and transparent manner and the Scrutinizer has communicated the willingness to be appointed and will be available for the same.
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In compliances with provisions of the Act read with the Rules framed thereunder and the SEBI Listing Regulations, the Company is providing the remote e-voting facility to the Members of the Company to cast vote, and for this purpose, the Company has availed the services of National Securities Depository Limited (“ NSDL ”).
The remote e-voting facility will be available to the Members for the following period:
| Commencement of remote e-voting period | Thursday, December 11, 2025 at 09:00 a.m. IST |
|---|---|
| Conclusion of remote e-voting period | Friday, January 09, 2026 at 05:00p.m. IST |
The remote e-voting will not be allowed beyond the aforesaid date and time, and the remote e-voting module shall be disabled by NSDL upon expiry of the aforesaid period. The instructions for remote e-voting are appended to this postal ballot notice. Members are requested to carefully read the instructions in this postal ballot notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process before the end of the remote e-voting period. This postal ballot notice is being sent only through electronic mode to those Members whose names appear in the Register of Beneficial Owners maintained by the Depositories or in the Register of Members of the Company as on Friday, December 05, 2025 (“ Cut-off date ”) and whose e- mail addresses are registered with the Depositories / Company. The manner of voting on the proposed Special Resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Physical copies of the postal ballot notice along with the postal ballot forms and pre-paid business envelopes will not be sent to the Members for this Postal Ballot.
The Resolutions, if passed by the requisite majority, will be deemed to have been passed on the last day of remote e-voting i.e., Friday, January 09, 2026 . The Scrutinizer will submit the report to the Chairperson of the Company or any person authorized by the Chairperson after completion of scrutiny. The results of voting by means of the postal ballot through remote e-voting will be announced within 2 working days from the conclusion of the remote e-voting period i.e., on or before Sunday, January 11, 2026 . The results along with the Scrutinizer’s Report will also be hosted on the Company’s website i.e., www.anupamrasayan.com as well as on National Securities Depository Limited (NSDL) website i.e., www.evoting.nsdl.com. The result will also be simultaneously communicated to the stock exchanges i.e., BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”).
This postal ballot notice is also available on the Company’s website i.e., www.anupamrasayan.com.
SPECIAL BUSINESSES :
1. To approve the increase in the overall borrowing limits of the Company in accordance with the provisions of Section 180(1)(c) of the Companies Act, 2013, and in this regard, to consider and if thought fit, to pass the following resolution as Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013 (the “ Act ”) and other applicable provisions of the Act, and rules made thereunder read with the applicable rules and regulations framed by the Securities and Exchange Board of India, all other applicable rule(s), regulation(s), guideline(s), circular(s) etc. issued by any other appropriate authority, if any, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and in supersession of all the earlier resolutions, the consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any Committee thereof), to borrow any sum or sums of monies, whether in Indian or foreign currency (including but not limited to foreign currency term loans, external commercial borrowings in foreign denominated currencies from any foreign source as prescribed under the relevant law/guidelines), from time to time, in any form including but not limited to by way of fund or non-fund based assistance, loans, financial facility from one or more banks, financial institutions, persons, bodies corporate, firms or other approved channels or through the issuance of debentures, commercial paper or such other form, upon such terms and conditions as to interest, repayment, or otherwise and with or without security, as the Board may think fit for the purposes of the Company’s business notwithstanding that the money or monies to be borrowed, together with the monies already borrowed by the Company, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, may exceed the aggregate of the paid-up share capital, free reserves and securities premium account of the Company, provided however, the total amount so borrowed (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not exceed at any point in time a sum equivalent to Rs. 4,500 Crores (Rupees Four Thousand Five Hundred Crores Only) or the aggregate of the paid-up share capital, free reserves and securities premium account of the Company, whichever is higher.
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RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange, finalise or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit, to execute all such agreements, deeds, documents, instruments and writings as may be required and to do all such acts, deeds and things as it may in its absolute discretion deem necessary, proper or desirable and to resolve any question, difficulty or doubt that may arise in relation thereto or otherwise considered by the Board to give effect to this resolution.”
2. To approve to sell, lease, mortgage or otherwise dispose of whole or substantially whole of the undertaking of the Company, in accordance with the provisions of Section 180(1)(a) of the Companies Act, 2013, and in this regard, to consider and if thought fit, to pass the following resolution as Special Resolution:
“ RESOLVED THAT pursuant to Section 180(1)(a) of the Companies Act, 2013 (the “ Act ”) and all other applicable provisions of the Act and rules made there under, read with the applicable rules and regulations framed by the Securities and Exchange Board of India, other applicable rule(s), regulation(s), guideline(s), circular(s) etc. issued by any other appropriate authority, if any, (including any statutory modification or re-enactment thereof, for the time being in force), the enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and in supersession of all the earlier resolutions, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to include any Committee thereof), for the creation of mortgages, charges, hypothecation, pledge and other encumbrances over all or any part of the movable or immovable properties, tangible or intangible assets, and undertakings of the Company, whether existing or future, in favour of any lender(s), bank(s), financial institution(s), debenture trustee(s), security trustee(s), bodies corporate, funds, investment vehicles, or any other persons, whether in India or abroad, whether or not they are creditors, shareholders, trustees, or holders of the Company’s securities, for securing any loan, borrowing, financial assistance, debentures, bonds, notes, fund-based or non-fund-based facilities or other instruments availed or to be availed by the Company in accordance with the provisions of the Act, from time to time, subject to the limit specified under Section 180(1)(c) of the Act, or the limit approved by the Members of the Company under Section 180(1)(c) of the Act, whichever is higher, together with interest, premium, further interest, liquidated damages, costs, charges and all other monies payable in respect thereof.
RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise, settle, amend, vary and execute all such deeds, documents, agreements, undertakings, declarations, instruments and writings, and to do all such acts, matters, deeds and things as may be required or considered necessary, desirable or expedient for giving effect to this resolution, including agreeing to any changes, variations, amendments or modifications thereto, as the Board may deem fit and proper in its absolute discretion.”
3. To approve to make investment, give loan and provide guarantee and security in excess of the limits specified under Section 186 of the Companies Act, 2013, and in this regard, to consider and if thought fit, to pass the following resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 179 and Section 186 of the Companies Act, 2013 (the “ Act ”) read with the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions of the Act, and rules made thereunder read with the applicable rules and regulations framed by the Securities and Exchange Board of India, all other applicable rule(s), regulation(s), guideline(s), circular(s) etc. issued by any other appropriate authority, if any, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and in supersession of all the earlier resolutions, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter called the ‘ Board’ , which term shall be deemed to include any Committee thereof) to acquire, by way of subscription, purchase or otherwise, the securities of any other body corporate, to give loan to any person or body corporate and to give any guarantee or provide security in connection with loan to any other body corporate or person, up to an aggregate amount of Rs. 4,500 Crores (Rupees Four Thousand Five Hundred Crores Only) or the permissible limits under Section 186(2) of the Act (i.e., the higher of 60% of the Company’s paid-up capital, free reserves and securities premium account or 100% of the Company’s free reserves and securities premium account), whichever is higher.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take from time to time all decisions and steps in respect of the above approved limit, to arrange, finalise or settle the terms and conditions including the period and amount and to alter the same either in part or in full as it may deem appropriate and to do and perform all such acts, deeds, matters and
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things as may be necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard including the power to sub-delegate in order to give effect to this resolution.”
By the Order of Board of Directors For Anupam Rasayan India Limited
Sd/Ashish Gupta Date: December 09, 2025 Company Secretary & Compliance Officer Place: Surat Membership No.: A46274 Registered Office: Office Nos. 1101 to 1107, 11[th] Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Surat - 395007, Gujarat, India
Notes:
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Explanatory statement pursuant to Section 102 and Section 110 of the Companies Act, 2013 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, stating all material facts and reasons for the resolutions set out under the postal ballot notice is annexed hereto.
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The postal ballot notice is being sent to all the Members of the Company, whose names appear on the Register of Members/list of Beneficial Owners (“ Members ”) as received from National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) (collectively “ Depositories ”) as on the cut-off date, i.e., Friday, December 05, 2025 .
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Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014 (as amended) (“ Rules ”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (“ SEBI Listing Regulations ”), the Company is pleased to provide remote electronic voting (“ e-voting ”) facility to all its Members, to enable them to cast their votes electronically and has engaged the services of NSDL as the agency to provide e-voting facility. Instructions for the process to be followed for e- voting are annexed to this postal ballot notice.
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In accordance with General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 02/2022 dated May 05, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated September 19, 2024 and the latest being General Circular No. 03/2025 dated September 22, 2025 and all other relevant circulars, if any, issued from time to time (collectively referred to as “ MCA Circulars ”) and Circular no. SEBI/HO/CFD /CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024, issued by the Securities and Exchange Board of India (SEBI) (collectively referred to as “ SEBI Circulars ”), this postal ballot notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories.
If your e-mail address is not registered with the Company/Depositories, you may register the same to receive all the future communication from the Company, by following the below process:
Manner of registering/updating e-mail address:
- Members holding shares in dematerialized form are requested to contact their Depository Participants (‘DP’s) for registering their e-mail address and contact number and follow the process stipulated by DP’s for registering e-mail address. After the registration/updating of e-mail address with their DP’s, Members are requested to communicate the
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same to the Company/RTA by writing an e-mail to [email protected] or [email protected] .
The Members may note that this postal ballot notice will also be available on the Company’s website, www.anupamrasayan.com (under the ‘Investor ’ Tab), websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com . This postal ballot notice will also be available on the website of NSDL at www.evoting.nsdl.com till the last date of e-voting.
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The Resolutions, if passed by the requisite majority, will be deemed to have been passed on the last date of e-voting, i.e., Friday, January 09, 2026 .
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Resolutions passed by the Members through the postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.
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Instructions for remote e-voting are as under:
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a. In compliance with Section 108 and Section 110 of the Act, Rule 20 and Rule 22 of the Rules, Regulation 44 of the Listing Regulations, and relevant MCA and SEBI Circulars, in relation to the e-voting facility provided by the listed companies, the Company has provided the facility of e-voting to all Members to enable them to cast their votes electronically.
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b. 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 Friday, December 05, 2025 (“ Cut-off date ”). Only those Members whose names are recorded in the Register of Members of the Company or the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by e-voting. A person who is not a Member as on the Cut-off date should treat this postal ballot notice for information purposes only. It is however clarified that Members of the Company as on cut-off date (including Members who may have not received this communication due to non-registration of their e-mail address with the Company / RTA / Depositories) shall be entitled to vote in respect of the Special Resolutions, in accordance with the process specified in this postal ballot notice.
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c. Corporate / Institutional Members are entitled to appoint authorized representatives to vote on their behalf on the proposed Special Resolutions. Institutional / Corporate Shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy (PDF / JPG Format) of their board or governing body’s resolution / authorisation, authorising their representative to vote through remote e-voting, to the Scrutinizer through e-mail at [email protected] or to upload on the NSDL Portal at www.evoting.nsdl.com .
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d. The e-voting period commences from Thursday, December 11, 2025 (From 09:00 a.m. IST) to Friday, January 09, 2026 (till 05:00 p.m. IST) (both days inclusive) . The e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Once the Member casts a vote on the resolutions, such Member shall not be allowed to change it subsequently. As per the MCA circulars, Members cannot exercise votes by proxy on Postal Ballot.
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e. The Board of Directors of the Company (“ Board ”) has appointed M/s M. D. Baid & Associates, Practicing Company Secretaries, Surat, a peer reviewed firm bearing No. 942/2020, acting through their partner CS Mohan Baid (Membership No. A3598 and CP No. 3873) as scrutinizer (“ Scrutinizer ”) to scrutinize the Postal Ballot process in a fair and transparent manner.
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f. The Scrutinizer will submit the report to the Chairperson or any person authorized by the Chairperson after the completion of scrutiny. The results of voting by means of postal ballot through remote e-voting will be announced within 2 working days from the conclusion of the remote e-voting period i.e., on or before Sunday, January 11, 2026 . The results along with the Scrutinizer’s Report will also be hosted on the Company’s website i.e., www.anupamrasayan.com as well as on National Securities Depository Limited (NSDL) website i.e., www.evoting.nsdl.com . The result will also be simultaneously communicated to the stock exchanges i.e., BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).
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g. The details of the process and manner for e-voting are explained hereinbelow:
The way to vote electronically on NSDL e-voting system consists of “ Two Steps ”, which are mentioned below:
Step 1: Access to NSDL e-voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-voting system.
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Step 1: Access to NSDL e-voting system
- A) Login method for e voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click onhttps://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 ore-voting service provider i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under Value added 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 ore-voting service provider i.e. NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period. 3. If you are 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 4. 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 ore-voting service provider i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience. |
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| Individual Shareholders holding securities in demat mode with CDSL |
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 Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting 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. 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 websitewww.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 www.cdslindia.com home page. 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) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. upon logging in, you will be able to see e-voting option. 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 i.e. NSDL and you will be redirected to e-voting website of NSDL 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. NSDL and CDSL.
| **Login type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at 022 - 4886 7000 |
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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 [email protected] or contact at toll free no. 1800-21-09911
- B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-voting website?
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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.
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Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-voting, then you can us your existing password to login and cast your vote.
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b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-voting will open.
- Step 2: Cast your vote electronically on NSDL e voting system.
- How to cast your vote electronically on NSDL e voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-voting period.
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Now you are ready for e-voting as the voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022-48867000 or send a request at [email protected].
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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- In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding -
securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e voting for Individual shareholders holding securities in demat mode.
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Alternatively, shareholder/Members may send a request to [email protected] for procuring user id and password for e- voting by providing above mentioned documents.
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In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.
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The Explanatory Statement pursuant to Section 102 and Section 110 of the Companies Act, 2013 (" Act ")
Pursuant to Section 102 and Section 110 of the Act, the following Explanatory Statements set out all the material facts relating to the special businesses as mentioned under Item Nos. 1 to 3.
Item No: 1
Pursuant to Section 180(1)(c) of the Act, the Board shall not, without the consent of the Members of the Company by way of a Special Resolution, borrow money together with the money already borrowed by the Company, exceeding the aggregate of its paid-up share capital, free reserves and securities premium account, apart from temporary loans obtained from the Company’s bankers in the ordinary course business.
In view of the future prospects of the Company, upon recommendation of the Board of Directors of the Company on December 09, 2025, it is proposed to enhance the overall borrowing limit of the Company in such a manner that the money or monies to be borrowed, together with the monies already borrowed by the Company, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, may exceed the aggregate of the paid-up share capital, free reserves and securities premium account of the Company, for an amount outstanding at any point in time not exceeding Rs. 4,500 Crores (Rupees Four Thousand Five Hundred Crores Only), or the limit prescribed under Section 180(1)(c) of the Companies Act, 2013 i.e., the aggregate of the paid-up share capital, free reserves and securities premium account of the Company, whichever is higher.
In view of the above, the approval of the Members of the Company, is being sought for the borrowings made and to be made by the Company, exceeding the aggregate of its paid-up share capital, free reserves and securities premium account under Section 180(1)(c) of the Act by means of a Special Resolution.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the above resolution, as set out at Item No. 1 of the notice, except to the extent of their directorship/shareholding in the Company.
Item No: 2
Pursuant to Section 180(1)(a) of the Act, the Board of the Company cannot, inter alia , except with the consent of the Members of the Company by a Special Resolution, create mortgage, charge, pledge or hypothecation, on the undertaking(s) of the Company beyond the limit prescribed under this provision. Consent of the Members has been sought under Item No. 1 of this notice to increase the limits on the borrowings by the Company set out under Section 180(1)(c) of the Act.
The Company is required to secure the borrowings as mentioned above by way of creation of charge/mortgage/pledge/hypothecation on the properties of the Company in favour of the Lenders, from time to time, in such form, manner and ranking as may be decided mutually between the Company and the Lenders.
Accordingly, the Board, at its meeting held on December 09, 2025, approved, subject to the approval of the Members of the Company, the proposal to inter alia , create charge/mortgage/pledge/hypothecation on the assets of the Company for securing borrowings availed or to be availed by the Company in accordance with the provisions of the Act, subject to the limit specified under Section 180(1)(c) of the Act, or the limit approved by the Members of the Company under Section 180(1)(c) of the Act, whichever is higher. In view of the above, the approval of the Members of the Company is being sought by way of a Special Resolution as set out under Item No. 2 of this notice.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the above resolution, as set out at Item No. 2 of the notice, except to the extent of their directorship/shareholding in the Company.
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Item No: 3
Pursuant to Section 186 (2) of the Act, the Company can give loans, advances, guarantee or provide any security in connection with the loans or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate: (a) up to 60% of its paid-up share capital, free reserves and security premium account; or (b) 100% of its free reserves and securities premium account, whichever is more.
However, in view of the future prospects of the Company, upon recommendation of the Board of Directors of the Company on December 09, 2025, it is proposed to enhance the overall limit for inter-corporate loan/ guarantee/ security/ investment for an amount outstanding at any point in time not exceeding Rs. 4,500 Crores (Rupees Four Thousand Five Hundred Crores Only) or the limit prescribed under Section 186(2) of the Act (i.e., higher of 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company), whichever is higher.
Hence, approval of the Members of the Company under Section 186 of the Act is being sought to authorise the Board to acquire by way of subscription, purchase or otherwise the securities of any other body corporate or for giving any loan or providing any guarantee and security in connection with a loan, to any other body corporate or person, as prescribed under Section 186 of the Act up to the limits provided in the proposed Special Resolution.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the above resolution, as set out at Item No. 3 of the notice, except to the extent of their Directorship/shareholding in the Company.
By the Order of Board of Directors For Anupam Rasayan India Limited
Date: December 09, 2025 Place: Surat
Sd/Ashish Gupta Company Secretary & Compliance Officer Membership No.: A46274
Registered Office: Office Nos. 1101 to 1107, 11[th] Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Surat - 395007, Gujarat, India
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