Bimetal Bearings Ltd — Proxy Solicitation & Information Statement 2023

Feb 11, 2023

Bimetal Bearings Limited

Telephone : 0422 – 2221159 Cell : (0) 97902 46890 E-Mail : vidhyashankar@bimite.co.in Website : www.bimite.co.in Cell (Dept) : (0) 97902 46890 E-Mail (Dept) : csdept@bimite.co.in

Thinwall Bearings, Bushings and Thrust Washers

PB No.3772, No.18, RACE COURSE ROAD, COIMBATORE –18 CIN: L29130TN1961PLC004466

Manufacturers of

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Ref.: CSD/SE/247

11[th] February 2023

M/s.BSE Limited

P.J.Towers, Dalal Street, Mumbai – 400 001.

/ Electronic Filing /

Sir,

Dispatch of Postal Ballot Notice seeking member’s approval for the appointment of an Independent Director of the Company

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In connection with the appointment of Smt.Rashmi Hemant Urdhwareshe (DIN: 08668140) as an Independent Director of the Company for a period of 3 (Three) years with effect from 9[th] January 2023, the Company in order to get the approval of the shareholders has dispatched the Postal Ballot Notice on 11[th] February 2023 to the shareholders whose names appear in the Register of Members as on 3[rd] February 2023 i.e. Cut-off date and have submitted their e-mail addresses with the Company / RTA.

The e-voting period commences on 15[th] February 2023 (Wednesday) at 9.00 a.m . and end on 16[th] March 2023 (Thursday) at 5.00 p.m.

The Board of Directors had appointed Mr.V.R.Sankaranarayanan, Partner, M/s.KSR & Co Company Secretaries LLP as the Scrutinizer for the overall voting process.

A copy of the Postal Ballot notice is attached for your records.

For Bimetal Bearings Limited

Digitally signed by KRISHNAMURTHY KRISHNAMURTHY VIDHYASHANKAR VIDHYASHANKAR Date: 2023.02.11 17:01:23 +05'30'

K.Vidhya Shankar

Company Secretary / Compliance Officer

Encl.: Postal Ballot Notice

Registered Office: Huzur Gardens, Sembiam, Chennai - 600 011 A MEMBER OF THE AMALGAMATIONS GROUP

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Bimetal Bearings Limited

(CIN: L29130TN1961PLC004466) (A member of the Amalgamations Group) Regd. Office: "Huzur Gardens", Sembium, Chennai 600 011 Ph.: 97902 46890 Website: bimite.co.in e-mail: vidhyashankar@bimite.co.in

POSTAL BALLOT NOTICE

[ Pursuant to Section 110 of the Companies Act, 2013 read with the Companies

Dear Member (s),

(Management and Administration) Rules, 2014 ]

Notice is hereby given that the resolution set out below is proposed for the approval by the members of Bimetal Bearings Limited (“the Company") by means of remote e-voting process (“e-voting”) being provided by the Company to all its members, pursuant to Section 110 of the Companies Act, 2013 (“the Act”) , read with Rule 22 of the Companies (Management and Administration), Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated 8th April 2020 and 17/2020 dated 13th April 2020 read with other relevant circulars, including General Circular Nos. 3/2022 dated 5th May 2022 and 11/2022 dated 28th December 2022 issued by the Ministry of Corporate Affairs (“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 other applicable laws, 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 Statement pursuant to 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 is attached. Further, additional information as required under the Listing Regulations is also attached.

The Board of Directors of the Company has appointed Mr.V.R.Sankaranarayanan, Partner (FCS : 11684), M/s.KSR & Co Company Secretaries LLP, as the Scrutinizer for conducting Postal Ballot, through remote e-voting process in a fair and transparent manner. The Scrutinizer's decision on the overall voting process shall be final.

The Company has engaged the services of M/s.National Securities Depository Limited (NSDL) as the Authorised Agency to provide e-voting facility.

Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically. The votes can be cast not later than 5:00 p.m. (IST) on Thursday, the 16th March 2023.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Managing Director of the Company or any person authorized by him. The results of remote e-voting will be announced on or before Saturday, 18th March 2023 and will be displayed on the Company's website at www.bimite.co.in . The results will be communicated to the M/s.BSE Limited wherein the Company's shares are listed.

Resolution to be passed through Postal Ballot:

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

Item No. 1: To accord approval for the appointment of Smt.Rashmi Hemant Urdhwareshe (DIN: 08668140) as an Independent Director of the Company for a period of 3 (Three) years with effect from 9th January 2023.

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and Regulation 17 and Regulation 25 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the approval of the members be and hereby accorded for the appointment of Smt.Rashmi Hemant Urdhwareshe (DIN: 08668140), who was appointed as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013 (''the Act'') and the applicable clauses of the Articles of Association of the Company, with effect from 9th January 2023, by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, and who holds office subject to the approval of shareholders in terms of Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing her candidature for the office of Director and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of 3 (Three) years with effect from 9th January 2023.

By Order of the Board For Bimetal Bearings Limited K.Vidhya Shankar Company Secretary (ACS 9105)

Chennai 2nd February, 2023

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Notes:

1. A Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached. Further, additional information as required under the Listing Regulations is attached.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 3rd February 2023 (“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 prepaid business reply envelopes are not being sent to Members for this Postal Ballot.

3. This Postal Ballot Notice will also be available on the Company's website at www.bimite.co.in, website of BSE Limited at www.bseindia.com and on the website of NSDL at https://www.evoting.nsdl.com.

4. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. (i) Members who have not registered their email address are requested to register the same 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.bimite.co.in ) duly filled and signed along with requisite supporting documents to the Company's RTA, M/s.GNSA Infotech (P) Limited, Nelson Chambers, F-Block, 4th Floor, No.115, Nelson Manickam Road, Aminjikarai, Chennai – 600 029.

5. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

6. Voting rights of a Member (in case of electronic shareholding) shall be in proportion to his/her shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

7. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The Company has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide remote e-voting facility. The instructions for remote e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

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1. The e-voting period commences at 9:00 a.m. (IST) on Wednesday, 15 February 2023 and ends at 5:00 p.m. (IST) on Thursday, 16th March 2023. Members desiring to exercise their vote should cast their vote during this period, should be eligible for being considered.

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1. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Thursday, 16 March 2023.

2. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an email to vidhyashankar@bimite.co.in.

11. PROCEDURE FOR E-VOTING:

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

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Commencement of e-voting: 9:00 a.m. (IST) on Wednesday, 15 February 2023 End of e-voting: 5:00 p.m. (IST) on Thursday, 16th March 2023

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

Steps to be followed to vote electronically using NSDL's e-Voting system: The way to vote electronically on NSDL's e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Access to NSDL's 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 the e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL

1. Existing IdeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile phone. On the e-Services home page, click on the “Beneficial Owner” icon under “Login” which is available under 'IdeAS' section and 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 the e-Voting services and you will be able to see the e-Voting page. Click on Company name i.e. Bimetal Bearings Limited or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. 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

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 phone. 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 16 digit demat account number), 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

4. Shareholders / Members can also download NSDL Mobile App “NSDL Speede” facility for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL

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 Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on Login icon & New System Myeasi Tab and then use your existing Myeasi username & password.

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 the Company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & 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 on www.cdslindia.com home page. The system will authenticate the user by sending OTP on the registered Mobile No. and Email ID 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) to 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 availing the e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option and 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 the above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository (i.e. with 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.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
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 22 55 33.

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

Log-in to NSDL's 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 phone.

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 login to NSDL eservices after using your login 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 :

4. 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 DPID is IN300 and Client ID is 12 thenyour user ID is IN300 12*
b. For members who hold shares in demat Account with CDSL	16 Digit Benefciary ID For example, if your Benefciary 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 EVEN is 123456 and folio number is BL * then user ID is 123456BL*

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 use 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. 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 the steps mentioned below in process for those shareholders whose email IDs are not registered.

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

7. 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.

8. b) Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

9. c) If you are still unable to get the password through the aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address etc.

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

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

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

13. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL 's 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 cycles are in active status.

2. Select “EVEN” of Company i.e.123390 for which you wish to cast your vote during the remote e-Voting period

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

5. 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.

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

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

8. 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 sankar@ksrandco.in with a copy marked to evoting@nsdl.co.in. 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in.

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), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to vidhyashankar@bimite.co.in.

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), AADHAAR (self- attested scanned copy of Aadhaar Card) to vidhyashankar@bimite.co.in. 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 holding securities in demat mode.

3. Alternatively shareholders / members may send a request to evoting@nsdl.co.in 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 e-Voting facility provided by the 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 the e-Voting facility.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1: To accord approval for the appointment of Smt.Rashmi Hemant Urdhwareshe (DIN: 08668140) as an Independent Director of the Company for a period of 3 (Three) years with effect from 9th January 2023.

The Nomination and Remuneration Committee after evaluating and considering the skills, experience and knowledge, recommended the appointment of Smt.Rashmi Hemant Urdhwareshe as an Additional and Independent Director of the Company. The Board of Directors at its meeting held on 9th January 2023 considered and recommended to the shareholders the appointment of Smt.Rashmi Hemant Urdhwareshe (DIN: 08668140) as an Independent Director of the Company for a term of 3 (Three) consecutive years with effect from 9th January 2023 not liable to retire by rotation.

Smt.Rashmi Hemant Urdhwareshe is qualified to be appointed as a Director in terms of Section 164 of the Companies Act, 2013 (“the Act”) and has given her consent to act as an Independent Director. Your Company has also received declaration from Smt.Rashmi Urdhwareshe confirming that she meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that she is not debarred from holding the office of director by virtue of any order from Securities and Exchange Board of India ("SEBI") or any such authority.

Your Company has received notice under Section 160 of the Act from a Member proposing the candidature of Smt.Rashmi Hemant Urdhwareshe for the office of a Director of the Company. In the opinion of the Board, Smt.Rashmi Hemant Urdhwareshe fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations. Smt.Rashmi Hemant Urdhwareshe is independent of the management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director.

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Details of Smt.Rashmi Hemant Urdhwareshe, pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are provided in the Notice. She shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

In accordance with the provisions of Section 149 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Smt.Rashmi Hemant Urdhwareshe as an Independent Director requires approval of Members of the Company. Accordingly, the approval of the Members by way of passing an ordinary resolution is sought for the appointment of Smt.Rashmi Hemant Urdhwareshe as an Independent Director.

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.

Smt.Rashmi Hemant Urdhwareshe holds Master's degree in Electronics and Telecommunication Engineering and several other professional qualifications. She has 37 years of industrial experience and expertise which include wide range of subjects in the automotive domain. Smt.Rashmi Hemant Urdhwareshe has served as the Chairperson / Vice Chairperson of various national / international bodies and contributed greatly to developing automotive safety, emission and fuel efficiency standards. She retired as Director of ARAI (Automotive Research Association of India), Pune in June 2020. She is the immediate Past President of SAE India, Senior Advisor to Pune Knowledge Cluster (PKC) and is on Advisory and Mentorship roles for Corporates, Educational / Research programs and Government Agencies.

She is a recipient of several awards for Women Empowerment, Corporate Leadership, Engineering Excellence, E-mobility, Business Excellence, Economic Development, Quality Excellence and many more. She is honored with Nari Shakti Puraskar 2019, at the hands of Hon'ble President of India.

The Board commends this resolution for approval by the Members by way of passing an ordinary resolution.

Details of the Director seeking Appointment:

Name of the Director : Smt.Rashmi Hemant Urdhwareshe Date of Birth : 20/12/1959 th Date of First Appointment : 9 January 2023 Terms and Conditions of Appointment : Appointment as an Independent Director for a period of 3 (Three) years commencing from 9th January 2023. Details of Remuneration : Smt.Rashmi Hemant Urdhwareshe shall not draw any remuneration from the Company except sitting fees, reimbursement of expenses and profit related commission.

Qualifications & Expertise : Refer the explanatory statement attached to the Postal Ballot Notice.

Directorship held in other Companies :

No.	Name of the Company	Designation
1.	Pinnacle Industries Limited	Director
2.	Pinnacle Mobility Solutions (P) Limited	Director
3.	Pune Knowledge Cluster Foundation	Director

Chairman / Member of the Committees of other Companies :

No.	Name of the Company	Name of the Committee	Position held
1.	Pinnacle Industries Limited	CSR Committee	Chairman
2.	Pinnacle MobilitySolutions(P)Limited	Technical Committee	Member
3.	Pune Knowledge Cluster Foundation	Finance Committee	Member

Names of listed entities from which a person has resigned in the past three years: NIL

No. of Meetings of the Board attended during the Financial Year since her respective date of appointment (FY:-2022- 2023) : 1 (One)

Shareholding in the Company : Nil : Not related

Relationship between Directors

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