Bansal Wire Industries Limited — Proxy Solicitation & Information Statement 2024

Dec 11, 2024

SUMIT Digitally signed by SUMIT GUPTA Date: 2024.12.11 GUPTA 14:38:01 +05'30'

GUPTA

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CIN : L31300DL1985PLC022737 Registered Office : F-3, Main Road, Shastri Nagar, Delhi – 110052 Tel : +91-11-23651891-93 Fax : +91-11-23651891 E-mail: investorrelations@bansalwire.com Website : www.bansalwire.com

POSTAL BALLOT NOTICE

[PURSUANT TO SECTIONS 108 AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND AMENDMENTS THERETO]

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and amendments thereto, Secretarial Standard-2 on General Meetings, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs, vide General Circular No. 14/2020 dated April 8 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 read along with other connected circulars issued from time to time in this regard and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), the items of special business as set out in this Notice are proposed for consideration by the Members of Bansal Wire Industries Limited and for approval by means of Postal Ballot by voting through electronic means (“e-Voting”) only.

The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is annexed hereto. You are requested to record your assent or dissent only by means of e-voting system provided by the Company.

SPECIAL BUSINESS:

Item No. 1

APPROVAL FOR APPOINTMENT OF SHRI PIYUSH TIWARI (DIN: 07194427) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE CONSECUTIVE YEARS

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

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the provisions of Articles of Association, Shri Piyush Tiwari (DIN: 07194427) , who was appointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee as an Additional, Non-executive Director under section 161 of the Companies Act, 2013 designated as an Independent Director, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of a director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years, i.e., with effect from October 23, 2024 to October 22, 2029

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations, Piyush Tiwari, be paid such fees and remuneration as the Board may approve from time to time and subject to such limits prescribed from time to time.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments, writings and filling of e-forms with the concerned Registrar of Companies, as may be required to give effect to this resolution .”

Item No. 2

APPROVAL FOR ENHANCEMENT OF LIMIT TO MAKE AN INVESTMENT, GRANT LOAN, GIVE GUARANTEE OR PROVIDE SECURITY AS SPECIFIED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

“RESOLVED THAT in supersession of Special Resolution passed by the Members in its Extra Ordinary General meeting held on January 18, 2023 pursuant to the provisions of Section 186 of the Companies Act, 2013 and any other applicable provisions and rules made thereunder (including any amendment thereto or re-enactment thereof for the time being in force), if any, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the company to (a) give any loan to any person(s) or other body corporate(s); (b) give any guarantee or provide security in connection with a loan to any person(s) or other body corporate(s); and (c) acquire by way of subscription, purchase or otherwise, securities of any other body corporate from time to time in one or more tranches as the board of directors as in their absolute discretion, deem beneficial and in the interest of the Company, subject to the aggregate amount of loans and investments so far made and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of Rs. 1000 Crore (Rupees One Thousand Crore Only) {Earlier Limit was Rs. 400.00 Crore (Rupees Four Hundred Crore Only} over and above the limit of 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, any of the director(s) or Company Secretary of the Company, be and is hereby severally authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to all matters arising out of and incidental thereto and to sign and to execute deeds, applications, documents and file e-forms with the concerned Registrar of Companies, that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution ”.

Item No. 3

APPROVAL FOR CREATION OF CHARGE, MORTGAGE OF PROPERTY MOVABLE AND IMMOVABLE, BOTH PRESENT AND FUTURE, OF THE COMPANY TO SECURE THE BORROWINGS BY THE COMPANY AND/OR BY ITS SUBSIDIARY(IES) COMPANY IN PURSUANCE OF SECTION 180(1)(A) OF COMPANIES ACT, 2013

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

“RESOLVED THAT in supersession of Special Resolution passed by the Members in their meeting held July 04, 2022 and pursuant to the section 180(1)(a) and other applicable provisions if any, of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force) as amended from time to time, consent of the members of the Company be and is hereby given to the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof) to create such charges, mortgage and hypothecations in addition to the exiting charges, mortgage and hypothecations created by the Company on such moveable and immovable properties both present and future in respect of money or monies to be borrowed, together with the monies already borrowed by the Company and/or its subsidiary(ies) in favour of banks/ financial institutions, other investing agencies and trustee, provided that the total amount of Loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premium on pre-payment or on redemption, costs, charges, expenses and all other monies payable by the Company in respect of the Loans availed by the Company and/or its subsidiary(ies) for which the charge is to be created, shall not, at any time exceed Rs. 2,000 crore (Rupees Two Thousand Crore Only).”

RESOLVED FURTHER THAT for the purpose of giving effect to the above, any of the director(s) or Company Secretary of the Company, be and is hereby severally authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to all matters arising out of and incidental thereto and to sign and to execute deeds, applications, documents and file e-forms with the concerned Registrar of Companies, that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution ”.

Date: December 05, 2024 For Bansal Wire Industries Limited Place: Delhi Sd/-

Sumit Gupta Company Secretary and Compliance Officer

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND REGULATION 36(3) OF THE SEBI LISTING REGULATIONS:

• Item No. 1

Appointment of Shri Piyush Tiwari (DIN: 07194427) as an Independent Director of the Company for a term of five consecutive years

Consequent upon the resignation of Shri Saurabh Goel, a Non-executive Independent Director of the Company as on October 23, 2024, The Board of Directors appointed Shri Piyush Tiwari as an Additional Director (Non-Executive) designated as Independent Director.

Therefore, it is proposed to regularise Shri Piyush Tiwari as an Independent Director of the Company based on the candidature received from Shri Arun Gupta (Shareholder) and on the recommendation of Nomination & Remuneration Committee.

Shri Piyush Tiwari is not disqualified from being appointed as a director in terms of Section 164 of the Act.

He has confirmed that he is not debarred from holding the office of director by virtue of any order from SEBI or any such authority and has given his consent to act as Director of the Company. The Company has also received a declaration from him that he meets the criteria of independence as prescribed, under Section 149(6) of the Act and under Regulation 16(1)(b) of SEBI Listing Regulations.

The Board noted that the background of Shri Piyush Tiwari and the experience he holds are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director.

The Board has taken on record the declarations submitted by him is of the opinion that Shri Piyush Tiwari possesses requisite skills, experience, and knowledge relevant to the Company’s business and it would be beneficial to have his association with the Company as an Independent Director of the Company.

Pursuant to section 152 read with Schedule IV to the Act, in the opinion of the Board, the proposed appointment fulfills the conditions specified under the Act and the rules made thereunder and the applicable provisions of SEBI Listing Regulations and is independent of the Management.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company.

As per Regulation 25 of the SEBI Listing Regulations, the appointment of independent director of a listed entity shall be subject to the approval of shareholders by way of a Special Resolution.

As per Regulation 17(1C) of the SEBI Listing Regulations, a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time of three months from the date of appointment, whichever is earlier.

Therefore, having received the requisite notice under section 160(1) of the Act, it is proposed to seek approval of shareholders by way of a Special Resolution through this postal ballot for the

appointment of Shri Piyush Tiwari as an Independent Director for a period of five consecutive years, i.e., with effect from October 23, 2024 to October 22, 2029

A brief profile and other requisite information of Shri Piyush Tiwari, pursuant to Regulation 36(3) of the SEBI Listing Regulations and SS-2, as on date of Notice, are given in Annexure A.

The Board of Directors, based on the recommendation of the NRC considers the appointment of Shri Piyush Tiwari as an Independent Director in the interest of the Company and recommends the special resolution set out at Item No. 1 of the Notice for approval by members.

None of the Directors or Key Managerial Personnel or their relatives, except Shri Piyush Tiwari is directly or indirectly concerned or interested, financially or otherwise, in the special resolution set out at Item No. 1 of the Notice.

 Item No. 2

Approval for enhancement of limit to make investment, grant loan, give guarantee or provide security as specified under Section 186 of the Companies Act, 2013

Section 186 of the Companies Act, 2013 permits the Company to invest the funds of the Company in shares and securities of any other body corporates in excess of the 60% of the aggregate of the paid-up share capital and free reserves and securities premium account of the Company or 100% of its free reserves and securities premium account of the Company, whichever is more, if the same is approved by the members of the Company by Special Resolution.

As a measure of achieving greater financial flexibility and to enable optimal financing structure it is proposed to give powers to the Board of Directors to (a) give any loan to any person(s) or other body corporate(s); (b) give any guarantee or provide security in connection with a loan to any person(s) or other body corporate(s); and (c) acquire by way of subscription, purchase or otherwise, securities of any other body corporate from time to time in one or more tranches as the board of directors as in their absolute discretion for an amount not exceeding Rs. 1000 Crores (Rupees One Thousand Crores Only).

Hence, it is proposed to pass the above resolution by passing the Special Resolution as set out set out at Item No. 2 of the Notice.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested in the said Resolution.

 Item No. 3

Approval for creation of charge, mortgage of property movable and immovable, both present and future, of the Company to secure the borrowings by the Company and/or by its subsidiary(ies) Company in pursuance of section 180(1)(a) of Companies Act, 2013

The members of the Company are requested to note that Section 180(1)(a) of the Companies Act, 2013 mandates that the Board of Directors of a company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company, only with the approval of the members of the Company by way of a special resolution.

The Company and its subsidiary(ies) from time to time borrow money from banks, and financial institutions and create charges, mortgages, and hypothecations of its moveable and immovable properties both present and future to secure its borrowings.

Now, members are requested to approve the creation of charges, mortgages, and hypothecations of its moveable and immovable properties both present and future for an amount not exceeding of Rs. 2000.00 Crore (Rupees Two Thousand Crore Only).

None of the Directors, Key Managerial Personnel, and their relatives are concerned or interested in the said Resolution.

Place: Delhi Date: December 05, 2024

For Bansal Wire Industries Limited

Sd/-

Sumit Gupta Company Secretary and Compliance Officer

Annexure A

Details as per SS-2 and Regulation 36(3) of the SEBI Listing Regulations

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Name of Director Piyush Tiwari
Date of birth 02-06-1965
Age 59 years
Nationality Indian
DIN 07194427
Date of First Appointment on October 23, 2024
Board
Brief Resume Shri Piyush Tiwari, aged 59 years, holds bachelor’s degree
B.E (Electrical) from the Government Engineering College,
Reva, Madhya Pradesh in 1985. He has a master’s degree
MA (Sociology) from DAV University, Indore in 1991 and
a PGDM in Marketing & Finance from IMT Ghaziabad in
2019. With over 37 years of experience, he has been
associated with India Tourism Development Corporation
Ltd (2015-2023) and Rashtriya Ispat Nigam
Ltd./Visakhapatnam Steel Plant (1986-2015). His expertise
spans Marketing, Business Development, and Strategic
Planning.
Relationship with other NIL
Directors inter-se and Key
Managerial Personnel
Experience 37 years of experience in Marketing, Business
Development & Strategic Planning.
Expertise in specific functional Creative, innovative, enthusiastic & forward-thinking
areas and Justification for leader in a business environment with a focus on big picture
Appointment perspective.
Qualification  B.E. (Electrical) from Government Engineering College,
Rewa (MP) in 1985.
 MA (Sociology) from DAV University, Indore (MP) in
1991.
 PGDM in Marketing & Finance from IMT, Ghaziabad in
2019.
Terms and conditions of Terms and Condition for appointment are available on the
appointment Company’s Website https://bansalwire.com/
Directorship held in other  Pondicherry Ashok Hotel Corporation Limited
companies (along with listed  Kumarakruppa Frontier Hotels Private Limited
entities from which the person  India Tourism Development Corporation Limited
has resigned in the past three  Ranchi Ashok Bihar Hotel Corporation Limited
years)  Utkal Ashok Hotel Corporation Limited
 Punjab Ashok Hotel Company Limited
Shareholding in the Company Nil
Remuneration last drawn Sitting fees- @ Rs. 5000 per Board Meeting
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Remuneration sought to be paid	He will be eligible for payment of sitting fees @ Rs. 5000 per Board Meeting or as may be decided by Board of directorsfromtime to time
List of the Committees of Board of Directors (across all companies) in which Chairmanship/ Membership is *held# **	None
No. of Board Meetings attended during year	1 (One)

*In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only two Committees viz. Th e Audit Committee and Stakeholders Relationship Committee have been considere

NOTES:

1. A statement pertaining to the aforesaid resolutions setting out the material facts, as required under Section 102(1) the Act and as per Regulation 36(3) of the SEBI Listing Regulations is annexed to this Notice.

2. In terms of the MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or the RTA or with the depository(ies)/depository participants and whose names appear in the register of members/list of beneficial owners as on the cut-off date i.e., Friday, 06 December 2024 . The Notice is also uploaded on the website of the Company at www.bansalwire.com , website of e-voting service provider i.e., NSDL at https://www.evoting.nsdl.com and on the websites of the National Stock Exchange of India Limited www.nseindia.com and BSE Limited www.bseindia.com. All the members of the Company, as on the cut-off date, shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the cut-off date shall treat this Notice for information purpose only.

Physical copy of the Notice or Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot, as per MCA Circulars.

The Company hereby requests all its members to register their email address, if not yet registered, by following the instructions mentioned in this notice.

1. The terms and conditions for the appointment of Independent Directors are hosted on the Company’s website.

2. All the documents referred to in the Postal Ballot Notice are available at the website of the Company at www.bansalwire.com. In case shares are held in physical mode please send Form ISR-1, ISR-2 and SH-13 to our Registrar and Share Transfer Agent i.e. Kfin Technologies Limited.

The said Forms are available on the website of the Company at https://bansalwire.com/service-request-form/ and on the website of KFin at https://ris.kfintech.com/clientservices/isc/isrforms.aspx. Physical forms can be sent through post at following address:

KFin Technologies Limited

Unit: Bansal Wire Industries Limited,

Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500032.

Members holding shares in dematerialised mode, who have not registered/updated their aforesaid details are requested to register/update the same with their respective Depository Participants (‘DPs’).

1. The e-voting shall commence on Thursday, December 12, 2024 at 9.00 a.m. (IST) and end on Friday, January 10, 2025 at 5.00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter and voting shall not be allowed beyond the said date and time. During this period, the members of the Company holding shares as on the cut-off date, i.e., Friday, 06 December 2024, may cast their vote by electronic means in the manner given in Note no. 9. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

2. The Board of Directors at its meeting held on December 05, 2024, has appointed M/s Mehta & Mehta, Practicing Company Secretary as the ‘Scrutinizer’ to scrutinise the Postal Ballot process in a fair and transparent manner and they have communicated their willingness to get appointed.

3. The Scrutiniser shall, after conclusion of the voting period, prepare a report of the votes cast in favor or against, if any, and submit the same to the Chairman of the Company or any person authorised by the Chairman. Results of the voting will be declared by placing the same along with the Scrutiniser’s report on the Company’s website www.bansalwire.com websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com and will also be communicated to the stock exchanges, within two working days from last date of voting, i.e. on or before Tuesday, January 14, 2025. Subject to receipt of a requisite number of votes, the resolution(s) mentioned in the Notice shall be deemed to be passed on Friday, January 10, 2025 i.e., last day of the e-voting period.

4. The details of the process and manner for remote e-voting are explained herein below:

5. I. Login method for remote e-voting for individual shareholders holding securities in demat

Mode:

Pursuant to Section VI-C of the SEBI Master circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024 pertaining to

‘e-voting facility provided by Listed Companies’, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/registered Depository Participants (‘DPs’) in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (‘ESP’) thereby facilitating not only seamless authentication but also ease and convenience of participating in e-voting process.

1. All investor related communication may be addressed to KFin Technologies Limited (RTA) at the following address:

KFin Technologies Limited Selenium Building, Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana India - 500 032 Tel: +91 - 40 – 67162222 Tel.: 1800 309 4001 E-mail id: einward.ris@kfintech.com Website: https://ris.kfintech.com/

- 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:

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.		1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 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-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and holding securities in password. Option will be made available to reach e-Voting page without any further authentication. demat mode with CDSL The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the company. On clicking the e-voting 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 & New System Myeasi Tab and then click on registration option.

• Alternatively, the user can directly access the e-Voting page by providing a Demat Account Number and PAN No. from an e-Voting link available on the 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, the user will be able to see the e-Voting option where the voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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.

4. 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.

5. 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

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

8. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

10. Now, you will have to click on “Login” button.

11. 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?

1. 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. 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 nayan@mehta-mehta.in with a copy marked to evoting@nsdl.com. 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.

2. 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.

3. 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 Pallavi Mhatre, Senior Manager at evoting@nsdl.com

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 :

1. 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 investorrelations@bansalwire.com

2. 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 investorrelations@bansalwire.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on the 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.

Date: December 05, 2024 For Bansal Wire Industries Limited

Sumit Gupta Company Secretary and Compliance Officer