Beardsell Limited — Annual Report 2023

Sep 4, 2023

==> picture [477 x 114] intentionally omitted <==

4[th] September 2023

To, National Stock Exchange of India Ltd. Exchange Plaza, 5[th] Floor Plot No.C/1, G Block Bandra Kurla Complex, Bandra (E) Mumbai – 400051 Scrip: BEARDSELL

BSE Limited Corporate Relationship Department Phiroz Jeejheebhoy Towers Dallal Street, Mumbai – 400001 Scrip: 539447

Dear Sirs,

Sub: NOTICE OF ANNUAL GENERAL MEETING, E-VOTING, BOOK CLOSURE

This is to bring to your notice that:

1. The Eighty-sixth Annual General Meeting (“AGM”) of the company will be held on Tuesday, the 26[th] September 2023 at 10:00 a.m. IST (Indian Standard Time) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), to transact the business as set out in the Notice of the AGM. The window for joining the meeting would be available from 9:45 a.m. on the day of AGM.

2. In terms of circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (SEBI), the AGM of the members will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, members can attend and participate in the AGM through VC/OAVM only.

3. In line with the aforesaid MCA Circulars and SEBI Circulars, the Notice of AGM along with Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that Notice and Annual Report 2022-23 has been uploaded on the website of the Company at www.beardsell.co.in . The Notice can also be accessed from the 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 the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. The instruction for joining the AGM are provided in the Notice.

5. Members holding shares either in physical form or in dematerialized form, as on the cut-off date i.e 19[th] September 2023, may cast their vote electronically from a place other than venue of AGM (remote e-voting), or at the AGM, through the e-voting services provided by CDSL, on all resolutions set out in the Notice of the AGM. All the members are informed that:

6. (a) All the business as set out in the Notice of AGM may be transacted through voting by electronic means.

7. (b) The remote e-voting shall commence on 23[rd] September 2023 (9.00 a.m. IST) and shall end on 25[th] September 2023 (5.00 p.m. IST) and the remote e-voting module shall be disabled by CDSL for voting thereafter.

8. (c) Once a member casts vote on a resolution, he/she will not be allowed to modify his/her vote.

9. (d) The facility for voting, through electronic voting system shall also be made available at the AGM and members attending the AGM who have not already cast their vote by remote e- voting shall be able to exercise their right at the AGM.

==> picture [88 x 16] intentionally omitted <==

==> picture [446 x 59] intentionally omitted <==

==> picture [477 x 114] intentionally omitted <==

• (e) The Members who have cast their vote by remote e-voting may also attend the AGM but shall not be entitled to cast their vote again.

• (f) Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of Notice of AGM and holding shares as of the cut-off date, may obtain the login and password details (sequence number) from the Registrar and Transfer Agents (“RTA”) of the Company by sending a request at investor@cameoindia.com However, if the person is already registered with CDSL for e-voting, the person can use the existing login details for casting the votes.

• (g) In case of queries or issues regarding e-voting, members may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com. Members may also contact the Company Secretary at the above registered office address or the RTA at the following address, M/s.Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai – 600002, Phone No.+91-44-28460390/91/92/93/94 ; Fax No. +91-44-2846 0129, e-mail – investor@cameoindia.com

• If your email id is registered with Company / Depository Participant, login details for e-voting are being sent on your registered email address. In case you have not registered your email address with Company / Depository Participant, please follow below instruction to register your email-id for obtaining Annual Report and login details for e-voting.

• (i) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

• (ii) For Demat shareholders - please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhaar Card) to Company/RTA email id.

• The Register of Members and the Share Transfer Books of the Company will remain closed from 20[th] September 2023 to 26[th] September 2023 (both days inclusive).

• The Company has fixed Tuesday, 19[th] September 2023 as the ‘Record Date’ for determining entitlement of members to final dividend for the financial year ended 31[st] March 2023, and if approved at the AGM, the dividend will be paid on or before 25[th] October 2023

The above information will also be made available on the Company’s website, www.beradsell.co.in

Please take the aforementioned information on your record.

Yours faithfully, For BEARDSELL LIMITED

KANHU Digitally signed by KANHU CHARAN CHARAN SAHU Date: 2023.09.04 SAHU 14:57:32 +05'30' Company Secretary

Encl: Notice of 86[th] AGM

==> picture [88 x 16] intentionally omitted <==

==> picture [446 x 59] intentionally omitted <==

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

NOTICE TO SHAREHOLDERS

Notice is hereby given that the Eighty-sixth Annual General Meeting of the company will be held on Tuesday, the 26[th] September 2023 at 10.00 a.m. IST (Indian Standard Time) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company, at No.47, Greams Road, Chennai – 600006.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company on standalone and consolidated basis, for the financial year ended 31[st] March 2023 and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

2. RESOLVED THAT the audited, standalone financial statements and consolidated financial statements of the Company, for the financial year ended 31[st] March 2023, including the Balance Sheet as at 31[st] March 2023, Profit & Loss Statement, Cash Flow Statement along with Notes to the Accounts for the financial year ended on that date and the Auditors Report, the Board of Directors Report thereon and other Reports laid before the meeting, be and are hereby considered and adopted.

2. To declare a final dividend on equity shares for the financial year ended on 31[st] March 2023 and in this regard, consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT a dividend at the rate of Re.0.10/- (Ten Paise Only) per equity share of Rs.2/(Rupees Two only) each fully paid up of the Company be and is hereby declared for the financial year ended 31st March 2023 and the same be paid as recommended by the Board of Directors of the Company, out of the profits of the Company for the said Financial Year ended 31[st] March 2023.

1. To appoint a director in place of Mrs.Anumolu Jayasree who retires by rotation and being eligible, offers herself for reappointment and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

2. RESOLVED THAT Mrs.Anumolu Jayasree (DIN: 00845666), retiring by rotation be and is hereby reappointed as Director of the company.

SPECIAL BUSINESS:

1. To ratify Cost Auditor’s Remuneration for FY 2023-24, and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company hereby ratifies the remuneration of Rs.1,65,000/- (Rupees one lakh sixty-five thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses, payable to Mr.M Krishnaswamy, Cost Accountant, Membership No. 5944, who is re-appointed by the Board of Directors of the Company as Cost Auditor, to conduct the audit of the cost records maintained by the Company for the financial year ending 31[st] March 2024.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

By Order of the Board Date: 12[th] August 2023 For Beardsell Limited Place : Registered Office at No.47, Greams Road, Chennai – 600006 KANHU CHARAN SAHU Company Secretary

2

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

NOTES:

1. The Ministry of Corporate Affairs ("MCA") vide its General Circular Nos. 14/2020 dated April 08, 2020 and 17/2020 dated April 13, 2020, General Circular Nos. 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being, General Circular No. 10/2022 dated December 28, 2022 (collectively referred to as "MCA Circulars") has allowed the Companies to conduct the Annual General Meeting ("AGM") through Video Conferencing ("VC"),without the physical presence of the Members at a common venue. In terms of the said Circulars, the 86th AGM of the Company is being held through VC. Hence, Members can attend and participate in the AGM through VC only.

Further, MCA vide its aforesaid Circulars and the Securities and Exchange Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, and subsequent circulars issued in this regard, the latest being, Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 05, 2023 (hereinafter referred to as "SEBI Circulars") prescribing the procedures and manner of conducting the AGM through VC/ Other Audio Visual Means (OAVM) and has granted relaxation in respect of sending physical copies of annual report to shareholders and requirement of proxy for general meetings held through electronic mode.

1. In line with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2022-23 are being sent only through electronic mode to those Members whose email addresses are registered in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s.Cameo Corporate Services Limited (“Cameo”). However, hard copy of Annual Report shall be sent to those shareholders who specifically request for the same. Members may also note that the Notice of the 86[th] AGM and the Annual Report 2022-23 will also be available on the Company’s website at www.Beardell.co.in, 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 CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.

2. Pursuant to the aforesaid MCA Circulars, Members attending the 86[th] AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

3. As per the Companies Act, 2013, (‘the Act’), a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. However, in terms of the MCA Circulars, the 86[th] AGM is being held through VC, physical attendance of Members has been dispensed with. Accordingly, in terms of the MCA Circulars and SEBI Circulars, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 86[th] AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. The Board of Directors have considered and decided to include item no. 4 given above as Special Businesses in the Notice to the 86[th] AGM, as they consider them unavoidable in nature.

5. The Explanatory Statement setting out the material facts pursuant to Section 102 of the Act, relating to Item no. 4 and the additional information required to be provided pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI LODR”) and Secretarial Standard on General Meetings (SS-2) prescribed by Institute of Company Secretaries of India (ICSI), regarding the Directors who are proposed to be re-appointed are annexed hereto

6. The Register of Members and the Share Transfer books of the Company will remain closed from Wednesday, 20[th] September 2023 to Tuesday, 26[th] September 2023 both days inclusive, for annual closing and determining the entitlement of the Members to the final Dividend for financial year 2022-23.

7. The Board of Directors has recommended Final Dividend of Re.0.10 per Equity Share of face value of Rs.2.00 each for the year ended 31[st] March 2023.

3

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

1. The Company has fixed Tuesday, 19[th] September 2023 as the ‘Record Date’ for determining entitlement of members to final dividend for the financial year ended March 31, 2023, if approved at the AGM.

2. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020, and the Company is required to deduct tax at source (TDS) from the dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (‘the IT Act’). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, PAN, and Category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company, by sending documents by Thursday, 14[th] September 2023 (upto 5:00 pm), to enable the Company to determine the appropriate TDS / withholding tax rate applicable.

3. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on or before 25[th] October 2023 as under:

4. The dividend/s, if any, approved by the Members or declared by the Board of Directors of the Company, will be paid as per the mandate registered with the Company or with their respective Depository Participants.

5. Further, in order to receive dividend/s in a timely manner, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means (“Electronic Bank Mandate”), can register their Electronic Bank Mandate to receive dividends directly into their bank account electronically or any other means, by sending scanned copy of the following details/ documents by email to reach the Company’s email address cs@beardsell.co.in

6. a) signed request letter mentioning your name, folio number, complete address and following details relating to bank account in which the dividend is to be received:

   • i. Name and Branch of Bank and Bank Account type;

   • ii. Bank Account Number allotted by your bank after implementation of Core Banking Solutions;

   • iii. 11 digit IFSC Code;

7. b) self-attested scanned copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;

8. c) self-attested scanned copy of the PAN Card; and

9. d) self-attested scanned copy of any document (such as Aadhar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the Member as registered with the Company. For the Members holding shares in demat form, please update your Electronic Bank Mandate through your Depository Participant/s.

10. In the event the Company is unable to pay the dividend to any Member directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers’ cheque/ demand draft to such Member.

11. Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. Accordingly, Rs.2,09,625/- (Rupees two lakhs nine thousand six hundred twenty-five only) relating to financial year 2014-15 (Final) were due to be transferred during the financial year 2022-23, and Company has transferred to the IEPF. During the current financial year 2023-24, Company will be required to transfer the unclaimed Final Dividend for the year 2015-16. Details of the unpaid/ unclaimed dividend are also uploaded on the website of the Company at www.beardsell.co.in Members who have not encashed Final Dividend for the year 2015-16 or any subsequent dividend declared by the Company, are advised to write to the Company immediately.

4

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

1. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (“IEPF Account”) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Members who have not claimed / encashed their dividends in the last seven consecutive years from 2015-16 are advised to claim the same. In case valid claim is not received, the Company will proceed to transfer the respective shares to the IEPF Account in accordance with the procedure prescribed under the IEPF Rules.

2. In the event of transfer of shares and unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.in and by sending a physical copy of the same to the Company along with the requisite documents enumerated in Form IEPF5. Members can file only one consolidated claim in a financial year as per the IEPF Rules

3. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

4. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

5. Shareholders seeking any information with regard to accounts are requested to write to the Company at least 10 days before the meeting so as to enable the management to keep the information ready.

6. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with the Company’s RTA, M/s.Cameo Corporate Services Limited/ Depositories.

7. SEBI has made it mandatory for effecting transfer of securities (except in case of transmission or transposition of securities) in dematerialized form effective from April 01, 2019. In order to avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form.

8. In terms of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders holding shares in the physical mode. The shareholders who are desirous of availing this facility, may kindly write to Company’s R & T Agent for nomination form by quoting their folio number.

9. The Members can join the AGM through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

10. During the AGM, Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. Members desiring inspection of statutory registers and other relevant documents may send their request in writing to the Company at cs@beardsell.co.in , latest by Thursday, 21[st] September 2023 (upto 3:00 p.m).

5

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

1. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

2. i. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/ members login by using the remote e- voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

3. ii. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

4. iii. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

6. v. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@beardsell.co.in The shareholders who do not wish to speak during the AGM but have queries may also send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@beardsell.co.in. These queries will be replied to by the company suitably by email.

7. vi. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

27. VOTING

• a. In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time and the Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and MCA Circulars, the Members are provided with the facility to cast their vote electronically (remote e- voting), through the e-voting services provided by CDSL, on all resolutions set forth in this Notice.

• b. The facility for voting, through the e-voting services provided by CDSL shall also be made available on the date of meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

• c. The Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

• d. The instructions for e-voting are as under:

• (i) The remote e-voting period begins on 23[rd] September 2023 (9.00 a.m. IST) and ends on 25[th] September 2023 (5.00 p.m. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 19[th] September 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) 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

6

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) 2) 3) 4)	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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration 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.
Individual Shareholders holding securities in demat mode withNSDL	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 or joining virtual meeting & voting during the meeting.

7

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

	2) 3)	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 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 or joining virtual meeting & voting during the meeting
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. 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 withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iii) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

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

• Click on Shareholders.

8

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

1. Now Enter your User ID

2. a. For CDSL: 16 digits beneficiary ID,

3. b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

4. c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

1. Next enter the Image Verification as displayed and Click on Login.

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

3. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form other than Individuals and Physical Form	For Members holding shares in Demat Form other than Individuals and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. [Sequence number has been provided as serial number (SL No) in the Address Label]  In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details or Date of Birth (DOB)	Enter the Dividend Bank Details or DOB (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 DividendBankdetailsfield asmentionedin instruction(iv).

• (iv) After entering these details appropriately, click on “SUBMIT” tab.

• (v) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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.

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

• (vii) Click on the EVSN for Beardsell Limited.

9

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

• (viii) 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.

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

• (x) 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.

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

• (xii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

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

• (xiv) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone user can download the app from the App Store and Windows Phone Store respectively. Please follow the instruction as prompted by the mobile app while voting on your mobile.

• (xv) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

• After receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• 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.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@beardsell.co.in (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• (xvi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

10

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

(xvii) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, 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 helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

• e. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM:

• (i) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

• (ii) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

• (iii) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

• (iv) Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

• f. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES:

• (i) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

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

• (iii) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

• g. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting, or voting at the meeting.

• h. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the sequence number from the RTA of the Company by sending a request at investor@cameoindia.com However, if you are already registered with CDSL for remote e-voting then you can use your existing log in details for casting your vote.

• i. Mr.Rabindra Kumar Samal, Practising Company Secretary, Membership No.F7649 has been appointed to act as Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of AGM, in fair and transparent manner.

• j. The Scrutinizer shall, immediately after the conclusion of the AGM, would count the votes cast during the meeting and the votes cast through remote e-voting and make, not later than forty eight hours from conclusion of the meeting, a consolidated Scrutinizer’s report of the total votes

11

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

cast in favour or against, if any, to the Chairperson or a person authorised by Chairperson in writing who shall countersign the same.

• k. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.beardsell.co.in and on the website of CDSL www.evotingindia.com immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where the shares of the Company are listed.

• Details of directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting are provided below.

Name of the Director	Mr.Anumolu Jayasree
DIN	00845666
Date of Birth	15-05-1954
Date of first appointment on Board	31-03-2015
Qualification	Mrs.Anumolu Jayasree is agraduate.
Expertise in specific functional area	Business operation, strategic management etc.
Terms and conditions of appointment	As per resolution of appointment
Remuneration last drawn	She was drawing fees for attending meetings of the Board and Committees as applicable
Remunerationproposed to bepaid	Asper resolution of appointment
List of Directorships held in other companies	GUNNAM SUBBA RAO INSULATION PRIVATE LIMITED (CIN:U36998TN1981PTC051249)
Memberships / Chairmanships of committees of other companies	NIL
Shareholdingin the company	1,39,08,008 nos of equityshares(35.27%)
Relationship with other directors / KMP	Mother of Mr.Amrith Anumolu, Executive Director
Number of Board Meetings attended during previous financial year	Five out of six meetings
Number of Board Meetings attended during current financial year (till the date of the notice)	One out of two meetings

12

Annual Report 2022-23

Beardsell Limited CIN:L65991TN1936PLC001428

Annexure

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

ITEM NO. 4

Ratification of Cost Auditor’s Remuneration FY 2023-24

As per the provisions of Section 148 of the Companies Act, 2013 (‘the Act’) read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have an audit of its cost records conducted by a cost accountant in practice for products covered under the Companies (Cost Records and Audit) Rules, 2014. The Board, based on the recommendation of the Audit Committee, has approved the reappointment of Mr.M Krishnaswamy, Cost Accountant, (Membership No. 5944), as the Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending 31[st] March 2024, at a remuneration of Rs.1,65,000/- (Rupees one lakh sixty-five thousand only) plus applicable taxes and reimbursement of reasonable out-of-pocket expenses.

In accordance with Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members of the Company.

The Board commends ratification of remuneration of Cost Auditors, as set out in Resolution no. 4 of the Notice for approval by the Members as an Ordinary Resolution.

None of the Director, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

==> picture [297 x 48] intentionally omitted <==

==> picture [297 x 48] intentionally omitted <==

==> picture [297 x 48] intentionally omitted <==

==> picture [297 x 48] intentionally omitted <==

13