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Aurionpro Solutions Ltd. — Proxy Solicitation & Information Statement 2025
Dec 30, 2025
60353_rns_2025-12-30_64148ac7-0bdf-4921-9285-b902cd5c1cc2.pdf
Proxy Solicitation & Information Statement
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December 30, 2025
To, To, National Stock Exchange of India Limited The BSE Limited, Exchange Plaza’. C-1, Block G, 25th Floor, P. J. Towers, Bandra Kurla Complex, Bandra (E), Fort, Mumbai: 400 001. Mumbai - 400 051. SCRIP CODE: 532668 NSE SYMBOL: AURIONPRO
Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
This is to inform you that pursuant to section 110 of the Companies Act, 2013 (“Act”) and other applicable provisons of the Act, read with rules framed thereunder and Regulation 30 of the SEBI Listing Regulations, we enclose herewith Postal Ballot Notice together with explanatory statement for seeking approval of the Members by way of Special Resolution. The Postal Ballot Notice is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on Friday, December 26, 2025 (“Cut-off date)
The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility to its Members. The remote e-voting period commences on Wednesday, December 31, 2025 at 09.00 a.m. (IST) and ends on Thursday, January 29, 2026 at 05.00 p.m. (IST). The e- voting module shall be disabled by NSDL thereafter. The results of the Postal Ballot will be declared on or before Monday, February 02, 2026.
The Postal Ballot Notice is available on the Company’s website www.aurionpro.com and the website of NSDL at www.evoting.nsdl.com.
Please take the above information on your records.
For Aurionpro Solutions Limited
Ninad Digitally signed by Ninad Prabhakar Prabhakar Kelkar Kelkar Date: 2025.12.30 16:06:54 +05'30' Ninad Kelkar Company Secretary
Encl.: As above
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AURIONPRO SOLUTIONS LIMITED
(CIN: L99999MH1997PLC111637)
Registered Office: Synergia IT Park, Plot No-R-270, T.T.C. Industrial Estate, Rabale, Navi Mumbai -400701.
Tel: +91-22-4040-7070. Fax: +91-22-4040-7080. Email: [email protected]. Website: www.aurionpro.com
POSTAL BALLOT NOTICE
[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and MCA Circulars.]
| VOTING STARTS ON | VOTING ENDS ON |
|---|---|
| Wednesday, December 31, 2025, at 9:00 a.m. (IST) |
Thursday, January 29, 2026, at 5:00 p.m. (IST) |
Dear Member(s),
Notice is hereby given that the resolution set out below are proposed to be passed by the members of Aurionpro Solutions Limited (“the Company”) by means of Postal Ballot, only through remote e-voting process (“e-Voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 108, 110 of the Companies Act, 2013 (“the Act”) , read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 and subsequent circulars issued in this regard by the Ministry of Corporate Affairs (“MCA”), the latest being General Circular No. 03/2025 dated 22nd September, 2025 (collectively referred to as “MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and such other circulars issued by Securities Exchange Board of India (“SEBI”) and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable Laws, Rules and Regulations (including any statutory modification or re- enactment thereof for the time being in force).
The Explanatory Statement pursuant to Section 102(1) Companies Act, 2013 and other applicable provisions of the said Act read with the rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.
In accordance with the MCA Circulars referred above, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members as on Friday, 26[th] December, 2025 (“CutOff Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act, pertaining to the Resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.
The Board of Directors has appointed, Mr. Harshvardhan Tarkas (Membership No. ACS 30701) Practicing Company Secretary and failing him, Mr. Mehul Raval, (Membership No. ACS 18300) Practicing Company Secretary, as the Scrutinizer for scrutinizing the postal ballot voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of the postal ballot shall be final.
In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote E-Voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes annexed to this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. (IST) on Thursday, January 29, 2026 (the last day to cast vote electronically) to be eligible for being considered.
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In compliance with the provisions of Section 108 of the Act read with the Rules and Regulation 44 of the SEBI Listing Regulations as amended from time to time, the Company is providing remote e-voting facility to its Members for voting on the resolution contained in this Postal Ballot Notice. The Company has made an arrangement with National Securities Depository Ltd (“NSDL”) for facilitating e-voting for the Members to enable them to cast their votes electronically. The communication of assent / dissent of the members can only be given through the remote e-voting system.
The Company is also extending the facility to register the email addresses of the members (please refer to the notes to the Notice) who have not yet registered the same with the Company/ Depository Participants/the Registrar & Transfer Agents (RTA), in order to enable the members to cast their votes through remote e-voting facility.
The Notice of the Postal Ballot has been uploaded on the Company’s website www.aurionpro.com under ‘Investors Section’. Please read the instructions provided in the notes to the Notice and record your assent or dissent by means of remote e-voting facility provided by the Company. Upon completion of the scrutiny of the votes, the Scrutinizer will submit his report to the Chairman or the Company Secretary.
The result of the e-voting conducted through postal ballot will be announced by the Chairman or the Company Secretary of the Company on or before Monday, February 02, 2026 on the website of the Company, BSE Limited and National Stock Exchange of India Limited, where the Company’s equity shares are listed and on the website of NSDL.
SPECIAL BUSINESS
1. To approve the appointment of Mr. Hong Guan Bernard Chew (DIN: 11238951) as a Non-Executive Independent Director for term of five years.
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder (including any statutory modification(s), or re-enactment thereof for the time being in force), Regulation 17 and all other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and pursuant to the provisions of Articles of Association of the Company, recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded for appointment of Mr. Hong Guan Bernard Chew (DIN:11238951), who was appointed as an Additional Director and designated as Non-Executive and Independent Director of the Company by the Board of Directors with effect from 17[th] September, 2025 in terms of Section 161 of the Act and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, Rules made thereunder and the Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of a Director, as an Independent Director of the Company to hold office for a first term of 5 (Five) consecutive years commencing from 17[th] September, 2025 upto 16[th] September, 2030 and he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board and the Company Secretary be and are hereby severally authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”
| Date:10th December, 2025 | By Order of the Board |
|---|---|
| Place: Navi Mumbai | For Aurionpro Solutions Limited |
| Registered Office: Synergia IT Park, Plot No- | Sd/- |
| R-270,T.T.C. Industrial Estate, Rabale, Navi Mumbai -400701. |
Ninad Kelkar Company Secretary |
| CIN : L99999MH1997PLC111637 | |
| Tel : +91 22 4040 7070 | |
| Fax : +91 22 4040 7080 | |
| Email: [email protected] |
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NOTES AND INSTRUCTIONS:
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An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out the material facts concerning the Resolution and the reasons thereof is annexed.
-
In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members as on Friday, December 26, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Voting Rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, December 26, 2025 (“Cut-Off Date”). A member cannot exercise his/ her vote by proxy on Postal Ballot.
-
As per Section 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules 2014, as amended from time to time, the Postal Ballot Notice be served on the members through electronic means only. Accordingly, Postal Ballot Notice is being sent by e-mail to those Members who have registered their e-mail address with the Company or with their Depository Participants (“DP”).
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The Postal Ballot Notice has been uploaded on the website of the Company, www.aurionpro.com website of Stock Exchanges i.e. www.bseindia.com and www.nseindia.com and on website of NSDL, at. www.evoting.nsdl.com.
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The remote e-voting shall commence on Wednesday, December 31, 2025 at 9.00 am (IST) and shall end on Thursday, January 29, 2026 at 5.00 pm (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their votes electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
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Members, whose names appear in the Register of Members / list of Beneficial Owners received on the cut-off date i.e. Friday, December 26, 2025 (as on close of working hours) will be considered for the purpose of e-voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only.
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It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the above-mentioned Resolution in accordance with the process specified in this Notice.
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In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and SEBI Listing Regulations the Company is offering e-voting facility to all its Members to exercise their right to vote. For this purpose, the Company has entered into an arrangement with NSDL for facilitating e-voting to enable the Members to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in this Notice. A Member shall only avail this facility as per the instructions provided herein.
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Mr. Harshvardhan Tarkas, (Membership No. ACS 30701) Practicing Company Secretary and failing him Mr. Mehul Raval (Membership No. ACS 18300) Practicing Company Secretary, has been appointed as the Scrutinizer for conducting the postal ballot process in fair and transparent manner.
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Upon completion of the scrutiny of electronic responses, the Scrutinizer will submit report to the Chairman or the Company Secretary of the Company. The results of the Postal Ballot will be declared on or before Monday, February 02, 2026. The said result along with scrutinizer’s report(s) will be displayed on the Company’s website viz., www.aurionpro.com and on the website of NSDL www.evoting.nsdl.com. The results shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India Limited.
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The decision of the Scrutinizer on the validity of e-voting and any other related matter shall be final.
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The said resolutions, if passed by the requisite majority shall be deemed to have been passed on the last date specified for remote e-voting i.e. Thursday, January 29, 2026.
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- Members holding shares in demat mode, who have not registered their email addresses or wish to change/update communication details (Address, Bank details, Phone No. etc) are requested to contact their depository participants. Members who are holding equity shares in physical form and who have not registered their email addresses or wish to change/ update communication details (Address, Bank details, Phone No. etc) are advised to submit below documents to the RTA of the Company M/s. Bigshare Services Pvt Ltd.
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Sr. Type of Change Documents Required
No
1 Change/Registered Email Request letter along with self-attested
Address/Phone No.
copy of Permanent Account Number (PAN), and Aadhar card
2 Updating Address Request letter along with old address proof and new address
proof (Aadhar card/Electricity Bill etc.)
3 Updating Bank Details Request letter along with canceled cheque (bearing Name of Holder)
and self-attested copy of PAN card, Aadhar Card
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Above mentioned documents can share be shared at [email protected] or dispatch at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road Marol, Andheri(E), Mumbai-400059. Tel no. 022-62638200.
Contact details of the persons responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any:
Company Company Secretary and Compliance Officer Registrar and Share Transfer Agent: Aurionpro Solutions Limited Bigshare Services Pvt. Ltd Synergia IT Park, Plot NoPinnacle Business Park, Office No S6-2, 6th, R-270,T.T.C. Industrial Estate, Near Rabale Mahakali Caves Rd, next to Ahura Centre, Andheri Police Station, Rabale,Navi Mumbai -400701 East, Mumbai, Maharashtra 400093 Tel : +91 22 4040 7070 Tel: 022 6263 8200 Fax : +91 22 4040 7080 Email: [email protected] Email : [email protected] Website : www.aurionpro.com Website: https://www.bigshareonline.com/
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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
The remote e-voting period begins on Wednesday, December 31, 2025 at 09:00 A.M. and ends on Thursday, January 29, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, December 26, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being December 26, 2025.
- How do I vote electronically using NSDL e Voting system?
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
A) Login method for e-Voting for Individual shareholders holding securities in demat mode:
In terms of SEBI circular 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. |
Existing IDeAS user 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 or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 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-Votingpage. Click on company |
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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.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL
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 website www.cdslindia.com and click on login icon and New System Myeasi Tab and then user your existing my easi username and password.
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. 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.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login and New System Myeasi Tab and then click on registration option.
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 and 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.
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| 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 at [email protected] or call at 022 - 4886 7000 |
| 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 22 55 33 |
| 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.
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, 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 |
Password details for shareholders other than Individual shareholders are given below:
If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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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.
How to retrieve your ‘initial password’?
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’.
If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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.
Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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.
Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. Now, you will have to click on “Login” button. 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 - 4886 7000 or send a request to Prajakta Pawle 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 physical mode please provide 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 to RTA of the Company M/s. Bigshare Services Pvt. Ltd. at [email protected]
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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 Bigshare Services Pvt. Ltd at [email protected] If you are an Individual shareholders 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 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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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 & SECTION 110 OF THE COMPANIES ACT, 2013
APPROVAL FOR THE APPOINTMENT OF MR. HONG GUAN BERNARD CHEW (DIN: 11238951) AS INDEPENDENT DIRECTOR.
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Hong Guan Bernard Chew (DIN: 11238951) as an Additional Director (Independent) of the Company for a first term of 5(five) consecutive years commencing from 17[th] September, 2025 upto 16[th] September, 2030.
The Company has received from Mr. Hong Guan Bernard Chew (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (ii) intimation in Form DIR-8 in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act (iii) a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. Further, he has confirmed that he has not been debarred from holding office of a Director by virtue of any Order passed by SEBI or any other such authority and that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.
Mr. Hong Guan Bernard Chew brings over 25 years of diverse leadership experience in business and technology across the banking, asset management, e-commerce, and logistics sectors. During his tenure as Chief Operating Officer (COO) of NETS Group, he successfully led multiple strategic initiatives integrating technology, operations, and information security. His expertise includes Digital transformation & omni-channel platform integration, Cloud migration initiatives, Asian-market regulatory compliance, major process re-engineering & operational efficiency programs, Managing and delivering Build-the-Bank and Run-the-Bank mandates, Strengthening scalable and secure technology systems for sustainable growth.
In the opinion of the Board, Mr. Hong Guan Bernard Chew fulfils the conditions as set out in Section 149(6) and Schedule IV of the Act and Listing Regulations and is thereby eligible for appointment as an Independent Director. The requisite details and information pursuant to Regulation 36(3) of the Listing Regulations, the Act and Secretarial Standards as on the date of the Notice are provided in the “Annexure” to the Notice.
Except Mr. Hong Guan Bernard Chew, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.
The Board recommends the Special Resolution, as set out in the Notice, for approval by the Members.
| Date: 10th December, 2025 | By Order of the Board |
|---|---|
| Place: Navi Mumbai | For Aurionpro Solutions Limited |
| Registered Office: Synergia IT Park, Plot No- | Sd/- |
| R-270,T.T.C. Industrial Estate, , Rabale, Navi Mumbai -400701. |
Ninad Kelkar Company Secretary |
| CIN : L99999MH1997PLC111637 | |
| Tel : +91 22 4040 7070 | |
| Fax : +91 22 4040 7080 | |
| Email: [email protected] | |
| Website : www.aurionpro.com |
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ANNEXURE TO NOTICE
Additional Information as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2 on General Meetings issued by the Institute of Company Secretaries of India
| Sr. No | Particulars | Information |
|---|---|---|
| 1 | DIN | 11238951 |
| 2 | Date of birth | December 03, 1971 |
| 3 | Age of Director | 54 years |
| 4 | Qualification | Bachelor’s degree |
| 5 | Experience | For details, please refer to the Explanatory Statement to the Postal Ballot Notice |
| 6 | In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
For details, please refer to the Explanatory Statement to the Postal Ballot Notice |
| 7 | Terms and conditions of appointment | Independent Director for first term of 5 (five) consecutive years commencing from 17thSeptember, 2025 upto 16thSeptember, 2030. |
| 8 | Remuneration last drawn | SGD 1,470 (Approx Rs.1,00,000) for meetings attended since appointment. |
| 9 | Remuneration proposed to be paid | Sitting fees for attending Board and Committee meetings, if any,where he is a member. |
| 10 | Date of first appointment on the Board | Appointed as Additional Director (Independent) at Board meetingheld on 17thSeptember 2025 |
| 11 | No. of share held as on date of this Notice |
NIL |
| 12 | Relationship with Directors, Managers and KMP |
None |
| 13 | Number of Meetings of the Board attended during the year |
1 (One) meeting attended during FY 2025-26. |
| 14 | Other Directorship (The Directorship held by the Directors as mentioned, do not include alternate directorships, directorships of foreign companies.) |
NIL |
| 15 | Chairman/ Member of the Committees of Boards of other companies (only listed companyhas been considered) |
NIL |
| 16 | Names of the listed entities from which the person has resigned in the past three years |
NIL |
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