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Authum Investment & Infrastructure Limited — Proxy Solicitation & Information Statement 2025
Dec 1, 2025
60663_rns_2025-12-01_3fa6a4e8-5f82-4a30-976f-7a94c1dda822.pdf
Proxy Solicitation & Information Statement
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December 01, 2025
To, Department of Corporate Relationship National Stock Exchange of India Limited BSE Ltd. Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai – 400 001. Bandra (E), Mumbai – 400051 Scrip Code: 539177 NSE Symbol – AIIL
Dear Sir / Madam,
Sub: Intimation regarding Notice of Postal Ballot seeking approval of the Members of Authum Investment & Infrastructure Limited
In continuation to our earlier intimation dated November 28, 2025 and in terms of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we attach herewith a copy of the Postal Ballot Notice (“Notice”) dated November 28, 2025, dispatched today i.e. December 01, 2025, for seeking the approval of the Members of Authum Investment and Infrastructure Limited (“the Company") for the resolutions set out in the Notice, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions.
The Notice is being sent by e-mail, only to those Members whose names appeared in the Register of Members as on Friday, November 28, 2025. A Copy of Postal Ballot Notice is also available on the website of the Company at www.authum.com, BSE Limited (“BSE”) at www.bseindia.com, and National Stock Exchange Limited (“NSE”) at www.nseindia.com, where the shares of the Company are listed and the remote e-voting service providing agency of the Company i.e. CDSL at https://evotingindia.com.
Further, the Company has availed remote e-voting facility from Central Depository Services (India) Limited (“CDSL”) and below is the calendar of the events for remote e-voting:
| Date and time of commencement of voting through electronic means. |
Tuesday, December 02, 2025 at 09:00 A.M. (IST) |
|---|---|
| Date and time of end of voting through electronic means |
Wednesday, December 31, 2025, at 05:00 P.M. (IST) |
| Date of declaration of result by the Chairman /Company Secretary. |
On or before Friday, January 02, 2026 |
Kindly take the same on record and acknowledge the receipt of the same.
Thank you,
For Authum Investment & Infrastructure Limited Digitally signed by Dipyanti Dipyanti Ajaykumar Jaiswar Ajaykumar Jaiswar Date: 2025.12.01 17:36:10 +05'30'
Dipyanti Jaiswar Company Secretary & Compliance Officer Place: Mumbai
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AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED
CIN: L51109MH1982PLC319008
Registered Address: 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai – 400 021 Corporate Office: 11th Floor, The Ruby, North-West Wing, Senapati Bapat Road, Dadar West, Mumbai - 400028 Email: [email protected], Website: www.authum.com, Ph. No.: (022) 6747 2117
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 read with Section 108 of the Companies Act, 2013, Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India.]
| E-VOTING COMMENCES ON | E-VOTING CONCLUDES ON |
|---|---|
| Tuesday,December 02,2025 at 9:00 AM(IST) | Wednesday,December 31,2025 at 05:00 PM(IST) |
Dear Member(s),
NOTICE is hereby given that pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“Rules”), read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022, Circular No. 09/2023 dated September 25, 2023 and Circular No. 09/2024 dated September 19, 2024, Circular No. 03/2025 dated September 22, 2025 and any other circulars as issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the resolutions set out below are proposed to be passed by the members of Authum Investment & Infrastructure Limited (“Authum” or “the Company”) by means of Postal Ballot, only by way of remote e- voting process.
Pursuant to Section 110 read with Sections 102 and 108 of the Act and other applicable provisions of the Act, an Explanatory Statement pertaining to the said Special Resolution(s) setting out the material facts and the reasons / rationale thereof are annexed to this Postal Ballot Notice (“Notice”) for your consideration and forms part of this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed Mr. Mayank Arora, Practicing Company Secretary (Membership No. F10378 and COP No. 13609) partner of M/s. Mayank Arora & Co., as the Scrutinizer of remote E-voting process for conducting the Postal Ballot in a fair and transparent manner.
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In compliance with the MCA Circulars, this Notice is being sent by e-mail to only those Members, who have registered their e-mail addresses with the Company / Registrar & Share Transfer Agent / Depository / Depository Participants and whose names appear in the Register of Members / List of Beneficial Owners of the Company provided by Depositories as on Friday, November 28, 2025 (“cut-off date”) . In case the Member’s e-mail address is not registered or updated with the Company, they can follow the process mentioned in the Notes to this Notice for receiving the copy of Notice, login ID and password for E-voting on the proposed Resolutions.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the manner of voting on the proposed resolutions are restricted only to remote e-voting (“e-voting”) i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Postal Ballot Notice under the head ‘Instructions for e-voting’. The communication of Assent or Dissent of the Members would only take place through remote E-voting facility.
Members holding equity shares of the Company on the Cut-off Date mentioned in this Postal Ballot Notice are requested to carefully read the instructions mentioned under the head ‘Instructions for e-voting’ in this Postal Ballot Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process. The e-voting period will commence at 9:00 A.M. (IST) on Tuesday, December 02, 2025 and will end at 5:00 P.M. (IST) on Wednesday, December 31, 2025 . The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing e-voting facility to its members. Members are requested to cast their votes through the remote E-voting process within the remote E-voting period, failing which it will be strictly considered that no vote has been received from the concerned Member.
Members desiring to exercise their vote through the e-voting process 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 for casting of votes by e-voting not later than 5:00 P.M. (IST) on Wednesday, December 31, 2025 . E-voting will be blocked immediately thereafter by CDSL and no e-voting will be allowed beyond the said date and time.
The results of the Postal Ballot/ e-voting will be declared along with the Scrutinizer’s Report on or before Friday, January 02, 2026 and shall be placed on the website of the Company at www.authum.com; on the e-voting website of CDSL at www.evotingindia.com and shall also be simultaneously communicated to BSE Limited (“BSE”) at www.bseindia.com and National Stock Exchange Limited (“NSE”) at www.nseindia.com where the equity shares of the Company are listed.
The Scrutinizer will submit their report to the Chairman of the Board and / or the Company Secretary of the Company, after completion of scrutiny of votes casted electronically. The results of Postal Ballot will be declared to the Stock Exchanges where the Equity Shares of the Company are listed within two working days from the conclusion of Postal Ballot through remote E voting process i.e. on or before Friday, January 02, 2026. Additionally, the Scrutinizers Report along with the Voting Results will be uploaded on the Company’s website at www.authum.com and on the website of CDSL https://www.evotingindia.com/
The Resolutions, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for e-voting i.e. Wednesday, December 31, 2025.
The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the SEBI Listing Regulations is also attached.
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SPECIAL BUSINESS:
ITEM NO. 1
Increase in Authorised Share Capital and consequent amendment to Clause V of Memorandum of Association of the Company
To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution :
“RESOLVED THAT in accordance with the provisions of Sections 4, 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Share Capital and Debentures) Rules, 2014 and other Rules made thereunder, if any (“the Rules”), and the applicable provisions of the Memorandum and Articles of Association of the Company and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force) and such other approval(s), consent(s), permission(s) and/or sanction(s), if any, as may be necessary from the concerned statutory/regulatory authorities and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the said statutory/ regulatory authorities while granting any such approval(s), consent(s), permission(s), and/or sanction(s), the consent of the members of the Company be and is hereby accorded to increase the existing Authorised Share Capital from Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) consisting of 58,00,00,000 (Fifty-Eight Crores) Equity Shares of Rs. 1/-each (Rupees One only) and 4,20,00,000 (Four Crores Twenty Lakhs) Preference Shares of Rs. 10/- each (Rupee Ten Only) to Rs. 1,28,00,00,000 /- Rupees One Hundred and Twenty-Eight Crores Only) consisting of 86,00,00,000 (Eight-Six Crore) Equity Shares of Rs. 1/- each (Rupees One only) and 4,20,00,000 (Four Crores Twenty Lakhs) Preference Shares of Rs. 10/- each (Rupee Ten Only) ranking pari passu in all respect with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT pursuant to provisions of Section 13 any other applicable provisions, if any, of the Act, read with the Companies (Incorporation) Rules, 2014, including any statutory modification(s) thereof, the existing Clause V of the Memorandum of Association of the Company relating to the Authorised Share Capital be amended and read as under:
“V. The Authorized Share Capital of the Company is Rs. 1,28,00,00,000/- (Rupees One Hundred Twenty-Eight Crores Only) consisting of 86,00,00,000 (Eighty-Six Crores) Equity Shares of Rs. 1/- each (Rupees One only) and 4,20,00,000 (Four Crores Twenty Lakhs) Preference Shares of Rs. 10/- each (Rupee Ten Only) with the power to the Board to increase or reduce and alter the capital in accordance with the provisions of the Companies Act, 2013 and the regulations of the Company and to vary, modify or abrogate in such manner as may for the time being be provided by the regulation of the Company.”
RESOLVED FURTHER THAT Mr. Amit Dangi or Mr. Divy Dangi, Whole Time Directors or Mr. Amit Kumar Jha, Chief Financial Officer or Ms. Dipyanti Jaiswar, Company Secretary of the Company, be and are hereby severally authorised to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution, including but not limited to filing necessary e-forms with the Registrar of Companies and incorporation of amendments/suggestions/observations, if any, made by the Registrar of Companies or any other authorities to the extent applicable.
RESOLVED FURTHER THAT the copies of the foregoing resolution certified to be true copies by any Director or Company Secretary of the Company be forwarded to whomsoever it may concern for necessary action.”
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ITEM NO. 2
Approval for issuance of Bonus shares
To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 63 and 179 of the Companies Act, 2013 (“the Act”) and other applicable provisions, if any, of the Act read with Rules made thereunder, and Articles of Association of the Company and in accordance with applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Foreign Exchange Management Act, 1999 (“FEMA”) and all other applicable Regulations, Rules and guidelines issued from time to time by Securities and Exchange Board of India (“SEBI”) and the Reserve Bank of India (“RBI”) and other statutory/regulatory authorities (including any statutory modification(s), re-enactment(s), amendment(s), clarification(s) or substitution(s) thereof for the time being in force) and such other approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities and modifications, if any, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (‘the Board’, the term which shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalisation of a sum of Rs. 67,93,80,400 /- (Rupees Sixty-Seven Crores Ninety-Three Lakhs Eighty Thousand and Four Hundred Only) Free Reserves/Retained Earnings, Securities Premium and / or other permitted reserves /surplus of the Company permissible as at September 30, 2025 for the purpose of the issuance of Bonus Shares in the proportion of 4:1 i.e. 4 (Four) new fully paid-up Equity Share of Re. 1/- (Rupee One Only) each for every 1 (One) existing fully paid-up Equity Share of Re. 1/- (Rupee One Only) each to the eligible Shareholders of the Company whose names appear in the Register of Shareholders of the Company/List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the ‘Record Date’ as may be determined by the Board for this purpose and that the new Bonus Shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up Capital of the Company held by each such Shareholders and not as income in lieu of dividend credited.
RESOLVED FURTHER THAT pursuant to the SEBI ICDR Regulations and the SEBI Listing Regulations, the issue and allotment of Bonus Equity Shares shall be made only in dematerialized form and thus the Bonus Equity Shares shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s) within such time as prescribed by law and the relevant authorities, subject to guidelines issued by SEBI in this regard.
RESOLVED FURTHER THAT no letter of allotment shall be issued in respect of the Bonus Shares and the new Equity Shares of Re. 1/- each (Rupee One Only) to be issued and allotted as Bonus Shares shall be issued in dematerialised form only and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects and carry the same rights as the existing fully paid-up Equity Shares of the Company as existing on the Record date.
RESOLVED FURTHER THAT the issue and allotment of new Bonus Shares to the extent that they relate to Non-Resident including Non-Resident Indians (“NRIs”), Overseas Citizen of India (OCI), Overseas Corporate Bodies (“OCBs”), Foreign Portfolio Investors (“FPIs”), Persons of Indian Origin (PIO) and other foreign Shareholders of the Company, shall be subject to the approval, if any, of the RBI under the FEMA and other applicable rules/regulations/guidelines issued/amended by RBI from time to time, in this regard.
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RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the Bonus Shares, the Board of Directors be and is hereby authorised to make suitable arrangements to deal with such fractions for the benefit of the eligible Shareholders, including but not limited to, allotting the total number of new Equity Shares representing such fractions to a person(s) to be appointed by the Board of Directors who would hold them in trust for such Shareholders and shall, as soon as possible, sell such Equity Shares at the prevailing market rate and the net sale proceeds of such Equity Shares, after adjusting the cost and the expense in respect thereof, be distributed among such Shareholders who are entitled to such fractions in the proportion of their respective fractional entitlements.
RESOLVED FURTHER THAT Mr. Amit Dangi or Mr. Divy Dangi, Whole Time Directors or Mr. Amit Kumar Jha, Chief Financial Officer or Ms. Dipyanti Jaiswar, Company Secretary of the Company, be and are hereby severally authorised to determine the record date for the purpose of issue and allotment of Bonus Shares including to alter/modify/extend the calendar of events.
RESOLVED FURTHER THAT Mr. Amit Dangi or Mr. Divy Dangi, Whole Time Directors or Mr. Amit Kumar Jha, Chief Financial Officer or Ms. Dipyanti Jaiswar, Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things including but not limited to execution and filing of all such documents, instruments and writings as may be required; filing of any documents with the SEBI, Stock Exchange, Depositories, Ministry of Corporate Affairs and/or any concerned authorities; applying and seeking necessary approvals from the authorities; to settle any question, difficulty or doubt that may arise in this regard, to take necessary steps for listing of Bonus Shares so allotted on the Stock Exchange where the shares of the Company are listed as per applicable laws, rules, regulations and guidelines and to do such acts as it may in its sole and absolute discretion deem necessary or desirable for such purpose, expedient or incidental to give effect to this resolution as they may in their absolute discretion deem necessary or desirable in connection with such alteration or any matters incidental thereto without being required to seek any further consent or approval of the Shareholders or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT a copy of the aforesaid resolution, certified to be true copies by any Director or Company Secretary of the Company, be forwarded to whomsoever it may concern for necessary action.”
By Order of the Board
For Authum Investment & Infrastructure Limited
Sd/Dipyanti Jaiswar Company Secretary and Compliance Officer Mem No. A41024
Date: November 28, 2025 Place: Mumbai
Registered Office: 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai – 400021.
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NOTES
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The relevant explanatory statement pursuant to the provisions of Section 102(1) of the Act, Secretarial Standard - 2 and SEBI Listing Regulations wherever applicable, setting out the material facts and reasons, in respect of Item Nos. 1 to 2 of this Notice of Postal Ballot, is annexed herewith.
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In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members / Register of Beneficial Owners as on Friday, November 28, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
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In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e- mail address by submitting Form ISR-1 (available on the website of the Company at www.authum.com) duly filled and signed along with requisite supporting documents to RTA at Maheshwari Datamatics Private Limited (“Maheshwari”), 5[th] Floor, 23, RN Mukherjee Rd, Esplanade, Lal Bazar, Kolkata, West Bengal – 700 001.
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In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide facility of e-voting, to enable its members to cast their votes electronically in respect of the resolutions as set out in this Notice of Postal Ballot (‘Notice’). The Company has engaged the services of CDSL to provide e-voting facility to its Members.
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In conformity with the regulatory requirements, the Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the List of Beneficial Owners maintained by the Depositories as on Friday, November 28, 2025 (“Cut-off Date”), and who have registered their e-mail addresses with the Company or with the Depositories. Members may note that this Notice will also be available on the Company’s website at www.authum.com and on the website of CDSL at www.evotingindia.com.
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Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on Cut-off Date i.e. Friday, November 28, 2025. Only those Members whose names are recorded in the Register of Members of the Company or in the List of Beneficial Owners maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Wednesday, December 31, 2025.
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Members can vote on the Resolutions only through e-voting. E-voting will commence at 9:00 A.M. (IST) on Tuesday, December 02, 2025 and will end at 5:00 P.M. (IST) on Wednesday, December 31, 2025. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, November 28, 2025, i.e. Cut-off Date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.
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The Company hereby requests all its members to register/ update their email addresses, if not yet registered/updated, to promote green initiative and to enable the Company to provide all communications to the members through email. To facilitate Members to receive the Notice electronically and cast their vote electronically, the Company has made special arrangements with Maheshwari for registration of e-mail addresses in terms of the MCA Circulars. Eligible Members are required to provide their e-mail address to Maheshwari at [email protected], pursuant to which any Member may receive on the e-mail address provided by the Member, the Notice and the procedure for e-voting. Members holding shares of the Company in electronic form can verify/update their email address and mobile number with their respective DPs.
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The Board of Directors have appointed Mr. Mayank Arora (Membership No F10378 and COP No. 13609) partner of M/s. Mayank Arora & Co., Practicing Company Secretary as the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of e-voting will be final.
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All the documents referred to in this Notice and Explanatory Statement will be available for inspection by the Members between 11.00 A.M. and 1.00 P.M. on all working days, except Saturdays & Sundays, from the date hereof until the last date of e-voting. Members seeking to inspect such documents can send a request over an e-mail to [email protected].
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The resolutions, if approved, shall be deemed to have been passed on the last date specified for the e- voting, Wednesday, December 31, 2025, in terms of Secretarial Standard 2 on General Meeting i.e. (“SS2”) issued by the Institute of Company Secretaries of India. The resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same has been passed at a general meeting of the Members.
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INSTRUCTIONS FOR VOTING:
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(i) The voting period begins at 9.00 a.m. on Tuesday, December 02, 2025 and will end at 5:00 P.M. (IST) on Wednesday, December 31, 2025. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, November 28, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter
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(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 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.
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STEP 1 :ACCESS THROUGH DEPOSITORIES CDSL/NSDL E-VOTING SYSTEM IN CASE OF INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN DEMAT MODE.
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(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 abovesaid 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 websitewww.cdslindia.comand click on login icon & New System Myeasi 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-VotingService Providers, |
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| 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.comand 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 onwww.cdslindia.comhome 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. |
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|---|---|
| Individual Shareholders holding securities in demat mode withNSDL 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.comeither 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 athttps://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. |
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| Individual Shareholders (holding securities in demat mode) login through theirDepository 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. 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 or joining virtual meeting & voting during the meeting. |
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. CDSL and NSDL
| **Login type ** | Helpdesk details |
|---|---|
| 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 |
| 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 and 022 - 2499 7000 |
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STEP 2 : ACCESS THROUGH CDSL E-VOTING SYSTEM IN CASE OF SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE AND NON-INDIVIDUAL SHAREHOLDERS IN DEMAT MODE.
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(iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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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.
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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. |
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|---|---|
| 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. |
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(v) After entering these details appropriately, click on “SUBMIT” tab.
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(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 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.
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(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(viii) Click on the EVSN for Authum Investment & Infrastructure Limited to vote.
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(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.
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(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(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.
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(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(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.
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(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.
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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.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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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.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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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.
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Alternatively Non Individual shareholders are required mandatory 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 and to the Company at the email address viz; [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.
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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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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 [email protected].
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For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.
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, 25th 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.
General Guidelines for shareholders:
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a) 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]. 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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b) The Company has appointed Mr. Mayank Arora (FCS 10378 & CP 13609) of M/s. Mayank Arora and Co., Company Secretaries, to act as the Scrutinizer for conducting the remote e-Voting and the voting process at the AGM in a fair and transparent manner.
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c) The Members whose names appear in the Register of Members / list of Beneficial Owners as on Friday, November 28, 2025 (‘cut-off date’) are entitled to vote on the resolutions set forth in this Notice. Person who is not member as on the said date should treat this Notice for information purpose only.
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d) On submission of the report by the Scrutinizer, the result of voting at the meeting and remote e-Voting shall be declared. The Results along with the Scrutinizer’s Report shall be placed on the Company’s website https://www.authum.com and on the website of CDSL. The results shall be simultaneously communicated to the Stock Exchanges, where the shares of the Company are listed.
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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1:
Increase in Authorised Share Capital and consequent amendment to Clause V of Memorandum of Association of the Company
Presently, the Authorised Share Capital of the Company is Rs. 100,00,00,000 (Rupees One Hundred Crores Only) divided into 58,00,00,000 (Fifty-Eight Crore) Equity Shares of Re. 1/- each (Rupee One only) and 4,20,00,000 (Four Crores and Twenty Lakhs) Preference Shares of Rs. 10/- each (Rupees Ten only)
In order to broaden the existing capital structure of the Company and to enable the Company to issue Bonus Shares, the Board of Directors at its meeting held on November 28, 2025, have recommended to increase the Authorised Share Capital to Rs. 128,00,00,000/- (Rupees One Hundred and Twenty-Eight Crores Only) divided into 86,00,00,000 (Eight-Six Crore) Equity Shares of Re. 1/- each (Rupee One only) and 4,20,00,000 (Four Crores and Twenty Lakhs) Preference Shares of Rs. 10/- each (Rupees Ten only) ranking pari passu in all respect with the existing Equity and Preference Shares of the Company and accordingly alter the Authorised Share Capital in Clause V of the Memorandum of Association of the Company
Pursuant to the provisions of Section 13, 61, 64 and Rules made thereunder and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder, an increase in the Authorised Share Capital and alteration Clause V of Memorandum of Association of the Company requires the approval of the Members. Accordingly, approval of members is sought by passing an ordinary resolution set out at Item No. 1 of this Postal Ballot Notice.
The Board of Directors of the Company recommends the resolution set out at Item No. 1 of this Postal Ballot Notice for approval of the Members as an Ordinary Resolution.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Postal Ballot Notice except to the extent of their shareholding in the Company.
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Item No. 2:
Approval for issuance of Bonus shares
To reward and further enhance Shareholders’ value, the Board of Directors at their Meeting held on November 28, 2025, after considering the available reserves, subject to the consent of the Shareholders of the Company and all other requisite approvals, permissions and sanctions, recommends issuance of Bonus Shares, subject to requisite approvals of the Shareholders and other regulatory authorities, to the Shareholders of the Company in the ratio of 4:1 for fully paid-up equity shares of Re. 1/- each on the record date to be determined by the Board of Directors of the Company (which term shall include any committee authorised by the Board of Directors), by capitalising a sum not exceeding Rs. 67,93,80,400/- (Rupees SixtySeven Crores Ninety-Three Lakhs Eighty Thousand and Four Hundred only) from and out of the Securities Premium Account, Free Reserves and/or other permitted reserves/surplus of the Company. Besides rewarding shareholders, this will improve the liquidity in the market, facilitating larger participation of investors in the growth of the Company.
Further, pursuant to Regulation 294(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the allotment of shares in Bonus Issue shall be made in dematerialised form only, and thus, in case of Shareholders who hold Equity Shares in dematerialised form, the Bonus Shares shall be credited to the respective beneficiary accounts of the Shareholders with their respective Depository Participant(s).
In case of fractional entitlements arising out of the issue of bonus equity shares, the Board of Directors of the Company (which term shall include any committee authorised by the Board of Directors), shall make suitable arrangements to deal with such fractions for the benefits of the eligible Members.
The issue of bonus shares, by way of capitalizing reserves, is authorized by the Company’s Articles of Association. The issue of bonus equity shares is subject to Members’ approval in terms of Section 63 of the Companies Act, 2013 and any other applicable statutory and regulatory approvals.
The Resolution, if passed, will have the effect of allowing the Board of Directors to allot Bonus Shares to those whose names appear in the Register of Members of the Company as on the Record Date, as decided by the Board or Management.
The Board of Directors of the Company recommends the resolution set out at Item No. 2 of this Postal Ballot Notice for approval of the Members as an Ordinary Resolution.
None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the above resolution mentioned at Item No. 2 of the Postal Ballot Notice except to the extent of their shareholding in the Company or to the extent of the shareholding of companies/institutions/trusts/other entities of which they are directors or members or trustees or hold other similar positions.
By Order of the Board
For Authum Investment & Infrastructure Limited
Sd/Dipyanti Jaiswar Company Secretary and Compliance Officer Mem No. A41024 Date: November 28, 2025 Place: Mumbai Registered Office: 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai – 400021.
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