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Ashoka Metcast Limited Proxy Solicitation & Information Statement 2026

Feb 2, 2026

63937_rns_2026-02-02_55b7697d-2bbd-4ec4-bce9-424a4a91216d.pdf

Proxy Solicitation & Information Statement

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Digitally signed by ASHOK
ASHOK CHINUBHAI SHAH
CHINUBHAI SHAH Date: 2026.02.02 16:55:33
+05'30'
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CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended and applicable circulars issued by the Ministry of Corporate Affairs, from time to time]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“the Act”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (“the Management Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), General Circular No. 03/2025 dated September 22, 2025, 09/2024 dated September 19, 2024, 17/2020 dated April 13, 2020 and 14/2020 dated April 08, 2020 issued by the Ministry of Corporate Affairs, Government of India (hereinafter collectively referred to as “the MCA Circulars”), the Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable laws, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the Members of the Company (as on “the Cut-off Date”), through postal ballot (“the Postal Ballot”) only by way of remote e-voting (“e-voting”) process.

The Explanatory Statements pursuant to sections 102 and 110 of the Act pertaining to the said resolutions setting out the material facts concerning the same and the reasons thereof are annexed hereto for your consideration which forms part of this Postal Ballot notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed there under and the Circulars, the manner of voting on proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / Depository Participant (“DP”) as on the cutoff date. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged Central Depository Services (India) Limited (“CDSL”) for facilitating e-voting.

The Board of Directors of the Company at its Meeting held on Friday, 30[th] January, 2026 has appointed Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad (Membership No. A31987; COP No: 11959) as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting period Tuesday,3rdFebruary,2026(9:00 A.M. IST)
Conclusion of remote e-voting period Wednesday,4thMarch,2026(5:00 P.M. IST)
Cut-off date for eligibilityto vote Friday,30thJanuary,2026

1

CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

The remote e-voting facility will be disabled by CDSL immediately after 5:00 P.M. IST on Wednesday, 4[th] March, 2026, and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company or any other person of the Company authorised by him, after completion of Postal Ballot/E-voting period. The result of the Postal Ballot shall be declared by the Chairman or any other duly authorized person of the Company on or before Friday, 6[th] March, 2026, the same shall be communicated to the Stock Exchanges and would also be uploaded on the Company's website at www.ashokametcast.in.

The last date of e-voting, i.e. Friday, 6[th] March, 2026, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:

(DIN: 10964701) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 ("the Act") if any, read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 including any other Rules made there under and Regulation 16(1)(b) and Regulation 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with Articles of Association of the Company, and based on recommendation of Nomination and Remuneration Committee, Mr. Kunjan Nathabhai Rathod (DIN: 10964701), who was appointed as an Additional Director (in the capacity of a Non-Executive Independent Director) of the company by the Board of Directors at its meeting held on 13[th] December, 2025 pursuant to section 161 of the Act and in respect of whom the company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in section 149 (6) of the Act, be and is hereby appointed as the Non-Executive Independent Director of the company to hold office for a term of 5 (five) consecutive years commencing from 13[th] December, 2025 to 12[th] December, 2030.”

“RESOLVED FURTHER THAT any Director and/or the Key Managerial Personnel of the Company be and is hereby severally authorised, on behalf of the Company, to do all acts, deeds, matters and things as may be deemed necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution.”

2

CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

ITEM NO.2 ALTERATION (ADDITION) IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Section 4, 13 and all other applicable provisions of the Companies Act, 2013 (‘the Act’) read with applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and subject to all necessary approvals, consents, permissions and/or sanctions as may be necessary and subject to such amendments, modifications, terms and conditions as may be suggested or required by such appropriate authority(ies), which the Board of Directors is authorised to accept, as it may deem fit, the consent of the Members be and is hereby accorded for insertion of new object in the Main Object Clause of the Memorandum of Association of the Company by inserting Clause no. III [A] (6) as under:

  1. To carry on the business of trading, buying, selling, importing, exporting, investing in, arbitraging, hedging and otherwise dealing in commodities of every kind and description, permitted by law, whether agricultural or non-agricultural, including metals (precious and base), bullion, minerals, energy products, soft commodities, hard commodities and allied products, in physical form and/or through spot, forward, futures, options and other derivative or commodity-linked contracts, on recognized or unrecognized markets or otherwise, in India or abroad.

“RESOLVED FURTHER THAT any Director and/or the Key Managerial Personnel of the Company, be and is hereby severally authorized, on behalf of the Company, to do all such acts, deeds and things and execute all such documents and writings, as it may in its absolute discretion deem necessary or incidental thereto, and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution.”

Registered Office:

By order of the Board of Directors

7[th] Floor, Ashoka Chambers, Opp. HCG Hospital, Mithakhali Six Roads, Mithakhali, Ahmedabad – 380 006, Gujarat, India. Email ID: [email protected] Sd/- Website: www.ashokametcast.in Ashok C. Shah Date: 30[th] January, 2026 Managing Director Place: Ahmedabad (DIN: 02467830)

3

CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

NOTES:

  1. The Explanatory Statement pursuant to the provisions of Section 102(1) of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Secretarial Standard – 2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India setting out material facts relating to the proposed resolutions is annexed hereto and forms part of this Notice.

  2. Brief profile and other requisite details about the appointment/re-appointment/regularisation of Director pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India is set out in the Explanatory Statement which forms part of this Notice.

  3. The Postal Ballot Notice is being sent only through electronic mode to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/ Depository Participants (“DP”) and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 30[th] January, 2026 (‘Cut-off Date’).

  4. Members may note that this Notice will also be available on Company’s website at www.ashokametcast.in, websites of stock exchanges at BSE at www.bseindia.com and NSE at www.nseindia.com and website of CDSL at www.evotingindia.com.

  5. After dispatch of Notice of Postal Ballot through e-mail, advertisement shall be published in one English Daily Newspaper having nation-wide circulation and one in Gujarati Newspaper having wide circulation in the district where the Registered Office of the Company is situated and will also be uploaded on Company’s website at www.ashokametcast.in and website of BSE at www.bseindia.com and NSE at www.nseindia.com.

  6. Members who have not registered their e-mail addresses are requested to register/update their email addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants by following due procedures.

  7. The Board of Directors of the Company at its Meeting held on 30[th] January, 2026 , appointed Mr. Chintan K. Patel (ACS 31987 & COP No. 11959), Practicing Company Secretaries, to act as the Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner.

  8. The Scrutinizer will submit his report after completion of scrutiny of the e-voting, and the results of the Postal Ballot will be announced by the Chairperson or any other person authorized by him at the Registered Office of the Company within 2 (two) working days of the conclusion of the Postal Ballot and will be available on Company’s website at www.ashokametcast.in, website of BSE at www.bseindia.com and NSE at www.nseindia.com and website of CDSL at www.evotingindia.com. The Scrutinizer’s decision on the validity of the votes cast shall be final.

  9. In compliance with the provisions of Section 108 and 110 of the Act, read with Rule 20 and 22 of the Rules, Regulation 44 of the Listing Regulations and SS-2, the Company is providing e-voting facility to its Members, to enable them to cast their votes electronically. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company

4

CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected], Website: www.ashokametcast.in

as on the Cut-Off Date . A person who is not a Member of the Company as on the Cut-Off Date should treat this Notice for information purpose only. The detailed procedure with respect to e- voting is mentioned in the later part of this Notice.

  1. Alternatively, Non Individual shareholders are mandatorily 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 at [email protected] and to the Company at [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

  2. Resolutions passed by the members through postal ballot are deemed to have been passed on the last date specified for e-voting and as if it has been passed at a general meeting by the Members conveyed in that behalf.

  3. Members who wish to inspect any documents referred to in this Notice of Postal ballot in electronic mode can send an email at [email protected].

  4. In compliance with the requirement of MCA Circulars, physical copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for this postal ballot and accordingly, the members are required to communicate their assent or dissent through remote e-voting system only.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

  • Step 1 : Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The e-voting shall commence on Tuesday, 3[rd] February, 2026 at 9:00 A.M. IST and shall end on Wednesday, 4[th] March, 2026 at 5:00 P.M. IST . The e-voting facility will be disabled by CDSL immediately thereafter and the Members will not be allowed to cast their vote beyond the said date and time. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Members cannot exercise votes by proxy on Postal Ballot.

  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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

5

CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected], Website: www.ashokametcast.in

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 1: Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

  • (iii) 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.

Pursuant to above said SEBI Circular, Login method for e-voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type
of
shareholders
Login Method
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 & My
Easi New (Token) 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 & My Easi New (Token) 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 an 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 e-voting is in progress and also able to directly access the system of all
e-Voting Service Providers.

6

ASHOKA METCAST LIMITED

CIN: L70101GJ2009PLC057642

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

Individual
Shareholders
holding
securities
in
demat
mode
with
NSDL
Depository
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. 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)
login through
their
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.

7

ASHOKA METCAST LIMITED

CIN: L70101GJ2009PLC057642

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding securities in
Demat mode withCDSL
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 2109 911.
Individual Shareholders holding securities in
Demat mode withNSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at: 022 - 4886 7000 or 022
- 2499 7000.

Step 2 : Access through CDSL e-voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (iv) Login method for Remote e-voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” 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 Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares
in Demat.
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
ORDate 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.
  • (v) After entering these details appropriately, click on “SUBMIT” tab.

  • (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the

8

CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

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.

  • (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (viii) Click on the EVSN for the relevant “Ashoka Metcast Limited” on which you choose to vote.

  • (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A 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.

  • (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • 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.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, 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.

9

ASHOKA METCAST LIMITED

CIN: L70101GJ2009PLC057642

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected], Website: www.ashokametcast.in

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 at [email protected] / RTA email id at [email protected].

  2. For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders– Please update your email id & mobile no. with your respective 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 CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911.

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CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 OF THE NOTICE

REGULARIZATION OF APPOINTMENT OF MR. KUNJAN NATHABHAI RATHOD (DIN: 10964701) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Kunjan Nathabhai Rathod (DIN: 10964701), as an Additional (Independent) Director w.e.f. 13[th] December, 2025. Pursuant to Section 161 of the Act, an Additional Director shall hold office upto the date of next Annual General Meeting. Further, pursuant to Regulation 17(1C) of the SEBI Listing Regulations, 2015, every listed Company is required to take approval of the Shareholders of the Company for appointment of a Director at the next General Meeting or within 3 months from the date of the appointment, whichever is earlier. Accordingly, Mr. Kunjan Nathabhai Rathod shall hold office as an Additional Non-Executive Independent Director of the Company upto the date of ensuing General Meeting of the Company.

The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 from one of the members signifying his intention to propose the appointment of Mr. Kunjan Nathabhai Rathod as an Independent Director.

In the opinion of the Board, Mr. Kunjan Nathabhai Rathod fulfills the conditions as specified in the Act and the Rules framed there under for appointment of an Independent Director and he is independent of the management. In compliance with the provisions of section 149 and 150 (2) read with Schedule IV of the Act, the business of appointment of Mr. Kunjan Nathabhai Rathod as a NonExecutive Independent Director to hold office for a period of 5 (five) years with effect from 13[th] December, 2025 upto 12[th] December, 2030 is being placed before the Members for their approval.

Mr. Kunjan Nathabhai Rathod has over 5 years of extensive experience in managing transport and logistics business. He possesses strong management and leadership skills, with a proven ability to drive business growth and operational efficiency. His extensive experience and strategic insight will be valuable in guiding the Company's business decisions and hence recommends the resolution for your approval. Notice received under Section 160 of the Companies Act, 2013 is available for inspection by the members at the Registered Office of the Company during the business hours on any working day.

None of the Directors, Key Managerial Personnel (KMP) of the Company or their relatives except Mr. Kunjan Nathabhai Rathod, since it is relating to his own appointment, may be deemed to be concerned or interested in the Resolution stated at item No. 1 of the Notice.

Accordingly, the Board recommends the Resolution in the Postal Ballot Notice to be passed as Special Resolution by the Members through Postal Ballot/ e-voting.

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CIN: L70101GJ2009PLC057642

ASHOKA METCAST LIMITED

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

ITEM NO. 2 OF THE NOTICE

ALTERATION (ADDITION) IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

The Company aims to diversify its business activities and capitalize on opportunities in the commodities market as it will enable the Company to undertake trading and investment activities in commodities, both domestically and internationally, through various permissible modes, including physical transactions and derivative instruments. To enable to achieve this, it is proposed to insert related clause as mentioned in the accompanying Notice, in the Main Object Clauses in the Memorandum of Association (“MOA”) of the Company.

The Board of Directors of the Company in its meeting held on Friday, 30[th] January, 2026 has approved the aforesaid alteration in the object clause of the MOA of the Company, subject to the approval of the members of the Company by way of postal ballot through E-voting.

The special resolution passed by postal ballot through e-voting shall be filed with the Registrar of Companies who shall register the alteration of the MOA with respect to the object of the Company and certify the registration.

A draft copy of the amended Memorandum of Association of the Company will be available electronically for inspection by the Members during normal business hours on any working day from the date of circulation of this Postal Ballot Notice up to the last date of voting. Members desirous of inspecting the said document may send an email to [email protected], upon which the Company shall provide access to the same in electronic mode.

None of the Directors, Key Managerial Personnel (KMP) of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution stated at item No. 2 of the Notice except to the extent of their shareholding in the Company.

Accordingly, the Board recommends the Resolution in the Postal Ballot Notice to be passed as Special Resolution by the Members through Postal Ballot/ e-voting.

Registered Office:

7[th] Floor, Ashoka Chambers, Opp. HCG Hospital, Mithakhali Six Roads, Mithakhali, Ahmedabad – 380 006, Gujarat, India Email ID: [email protected] Website: www.ashokametcast.in Date: 30[th] January, 2026 Place: Ahmedabad

By order of the Board of Directors

Sd/Ashok C. Shah Managing Director (DIN: 02467830)

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ASHOKA METCAST LIMITED

CIN: L70101GJ2009PLC057642

Regd. Office: 7[th] Floor, Ashoka Chambers, Mithakhali Six Roads, Ahmedabad-380 006, Gujarat, India Tel. No.: 079 26463226, Email ID: [email protected],

Website: www.ashokametcast.in

ANNEXURE OF THE NOTICE

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2)]

Name of the Director Kunjan Nathabhai Rathod
DIN 10964701
Age (Yrs.) 31
Date of Birth 31/08/1994
Date of First Appointment 13/12/2025
Designation Independent Director
Qualifications Undergraduate
Experience/ Expertise He has over 5 years of extensive experience in managing
transport and logistics business.
Terms
and
Conditions
of
appointment along with details of
remuneration sought to bepaid
As stated in the Appointment Letter
Remuneration last drawn, if any -
Shareholding in the Company -
Relationship with other Directors,
Manager and other KMP of the
company
Not Related to any Director / KMP
No. of Meetings of the Board
attended during the year (2025-26)
2 (Two)
Directorship
in
Other
Public
Companies
1.
Lesha Industries Limited
2.
Ashnisha Industries Limited
Directorship
in
Other
Private
Companies
-
Listed entities from which the person
has resigned in the past three years
-
Membership/
Chairmanship
of
Committees
of
other Boards
Lesha Industries Limited
-
Member of Audit Committee
-
Chairperson of Nomination and Remuneration
Committee
-
Member of Stakeholders Relationship Committee
Justification
for
choosing
the
appointee
for
appointment
as
Independent Director / Skills and
capabilities required for the role, in
case of Independent Director
He possesses strong management and leadership skills,
with a proven ability to drive business growth and
operational efficiency. His extensive experience and
strategic insight will be valuable in guiding the Company's
business decisions.

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