Bombay Wire Ropes Ltd. — Proxy Solicitation & Information Statement 2025

Mar 17, 2025

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REGD. OFFICE: 401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel : (022) 22003231 / 5056 / 4325 . Fax: (022) 2206 0745 E-mail : contactus@bombaywireropes.com

17[th ] March, 2025

To, BSELtd. P.lTowers, Dalal Street, Mumbai - 400 001 Scrip Code: 504648

Dear Sir/Madam,

Sub : Notice of Postal Ballot

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, we are enclosing herewith a copy of the Postal Ballot Notice ("Notice") along with the explanatory statement thereto, for seeking approval of the members of Bombay Wire Ropes Limited (the "Company") on the special businesses as contained in the Notice through remote e-voting.

In accordance with the applicable circulars issued by Ministry of Corporate Affairs ("MCA Circular"), this Notice is sent through electronic mode only to those members whose names appear in the Register of Members/ list of Beneficial Owners maintained by the Company/ Registrar and Transfer Agent ("RTA") I Depositories, as on Friday, 14[th ] March, 2025 ("Cut-Off date") and whose email addresses are registered with the Company/RT A/Depositories as on the Cut-Off date. The Company has engaged the services of Purva Sharegistry (India) Private Limited for providing e-voting facilities to the members.

The remote e-voting period commence on Monday, 17[th ] March, 2025 from 9.00 a.m. IST and will conclude on Tuesday, 15[th ] April, 2025 at 5.00 p.m. IST (both days inclusive). The e-voting module will be disabled upon expiry of the aforesaid period.

A copy of the Postal Ballot Notice is also uploaded on the· website of the Company i.e., www.bombaywireropes.com.

You are requested to take the same on your record.

Thanking you,

Yours faithfully, For�• Ropes Limited Rajkumar Gulzarilal Jhunjhunwala Whole Time Director DIN 01527573 Encl: as above

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGD. OFFICE:

401 /405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: w .bombaywireropes.com

POST AL BALLOT NOTICE

Pursuant to Section I IO of the Companies Act, 20 I 3 read with Rule 22 of the Companies (Management and Administration) Rules, 2014

To the Members of

Bombay Wire Ropes Limited Mumbai

NOTICE is hereby given that pursuant 10 the provisions of Section 110 read with Section I 08 and other applicable provisions, if any, of Companies Act, 2013 (the "Act"), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 20 I 4("Rules") (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), Regulation 44 of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), Secretarial Standard on General Meetings ("SS2") issued by the Institute of Company Secretaries of India (ICSI) to the extent applicable and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ('MCA') for holding general meetings/conducting postal ballot process through E-voting vide General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as 'MCA Circulars') and any other applicable laws and regulations, the resolutions set out below are proposed to be passed by the Members of Bombay Wire Ropes Limited through Postal Ballot by voting through electronic means ("remote E-voting").

The proposed resolutions and the Explanatory Statement pursuant to Section I 02 read with Section 110 of the Act and any other applicable provisions of the Act, read with Rules f[r] amed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice ("Notice"), are annexed hereto.

In compliance with the MCA Circulars, this Notice is being sent ONLY through electronic mode to those Members whose email addresses are registered with the Company/Depositories/Registrar and Transfer Agent ("RTA"). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to Members for this Postal Ballot. The communication of the assent or dlssent of the Members would only take place through the remote E­ voting system.

The Board of Directors (the "Board") of the Company has appointed Mis Zankhana Bhansali, Practicing Company Secretary (Membership no. FCS 926 I / CP No. I 0513) as the Scrutinizer for conducting Postal Ballot through E-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section I 08 and Section I 10 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote E-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of CDSL for the purpose of providing remote £-voting facility to its Members. The instructions for remote E-voting are appended to this Notice. The Notice is also available on the website of the Company at: www. bom baywi reropes.com.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGD. OFFICE:

401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020 . Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: www.bombaywireropes.com

Members are requested to carefully read the instructions indicated in this Notice to exercise their vote through the remote £-voting process and record their assent (FOR) or dissent (AGAINST) to the proposed Resolutions. Members as on the cut-off date 14th March, 2025, may cast their vote through remote E-voting. The remote E-voting period shall commence on Monday, 17th March, 2025 from 9.00 a.m. (1ST) and ends on Tuesday, 15th April, 2025 at 5.00 p.m. (1ST) (both days inclusive). The remote E-voting facility will be disabled (immediately thereafter and voting will not be allowed beyond the said date and time.

Upon completion of the scrutiny of the votes cast through remote E-voting process, the Scrutinizer will submit their report to the Chairman of the Company or any other authorised officer(s). The result of the Postal Ballot will be announced within two working days from the conclusion of the remote £-voting on or before 16th April, 2025. The said result along with the Scrutinizers Report will be communicated to BSE Limited and shall be hosted on the website of the Company at www.bombaywireropes.com and on the website of CDSL e-voting (www.evotingindia.com) will also be displayed on the Notice Board of the Company at its Registered Office.

SPECIAL BUSINESSES:

ITEM NO.I

Appointment of Mr. Ashok Kumar Maroo (DIN: 01876965) as a Non-Executive Independent Director

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

••RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule IV of the Act and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be amended from time to time, Mr. Ashok Kumar Maroo (DIN: 01876965) who was appointed by the Board of Directors as an Additional Director designated as a Non-Executive Independent Director of the Company with effect from 21 si January, 2025 and who meets the criteria for independence as provided in section 149(6) of the Act along with the Rules framed thereunder and regulation 16( I) of the Listing Regulations and who has submitted a declaration to the effect, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a tenn of 5 (five) consecutive years with effect from 2 J S1 January, 2025 to 201h January, 2030, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto."

Place: Mumbai Date: 21' 1 January, 2025

By Order of the Board For Bombay Wire Ropes Limited u/R� Rajkumar Gulzarilal Jhunjhunwala Whole Time Director DIN 01527573

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGO. OFFICE:

401 /405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 I 5056 I 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: w w .bombaywireropes.com

NOTES:

• I. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with rules framed thereunder, Secretarial Standard-2 on General Meeting and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out materil l facts relation to the resolutions proposed in the Postal Ballot Notice and additional infonnation is annexed hereto and fonns part of this Notice.

• In compliance with the MCA Circulars, this Postal Ballot Notice is being sent to the members rom the

whose names appear in the Register of Members/List of Beneficial Owners as received f National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the close of business hours on 14111 March, 2025 ("Cut-Off Date") in accordance with the provisions of the Act read with Rules made thereunder and MCA Circulars. Accordingly, the members whose names appear in the Register of Members / List of Beneficial Owners (received from NSDL and CDSL) as on the close of business hours on 14'11 March, 2025 will be considered for the purpose of voting. A person who is not a member on the aforesaid date should treat this notice for information purpose only.

1. In accordance with Regulation 44 of Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ("SEBI LODR Regulations"), Sections I 08 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administratior,) Rules, 2014, as amended from time to time and as per MCA Circulars, Electronic copy of the Notice of the Postal Ballot of the Company inter alia indicating the process and manner of remote E-voting is being sent to all the members whose email IDs are registered with the Company / Depository Participants(s) (in case of shares held in demat form) or with the Company's Registrar and Share Transfer Agent (in case of shares held in physical fonn).

2. Members, who have not registered their email address can get their email address registered with the Depository Participant, with whom the demat account is maintained and shareholders holding shares in physical mode may write to the Company at contactus@bombaywireropes.com / OR write to RTA.

3. Members may also note that the Notice of the Postal Ballot will also be available on the Company's website i.e. www.bombaywireropes.com, website of stock exchange i.e. www.bseindia.com

5. A Member cannot exercise his/her vote through proxy on postal ballot. However, Corporate and Institutional Members shall be entitled to vote through their authorised representatives. Corporate and institutional Members are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to contactus@bombaywireropes.com

6. Postal Ballot (£-voting) period commences from Monday, 17th March, 2025 (9.00 a.m. IST) and ends on Tuesday, I 5t1, April, 2025 (5.00 p.m. 1ST). At the end of the E-voting period, the facility shall f01thwith be blocked and E-voting shall not be allowed beyond the said date and time.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGO. OFFICE:

401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: www.bombaywireropes.com

1. The proposed resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of E-voting, which would be 15th April, 2025. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

2. All documents referred to in this Postal Ballot Notice and Statement setting out material facts wi II be available for inspection electronically from the date of circulation of this Notice up to the closure of the E-voting period. Members seeking to inspect such documents can send an email to contactus@bombaywireropes.com will be available for inspection at the Registered Office of the

Company between 11 :00 a.m. to 2:00 p.m. on all working days except Saturday(s), Sunday(s) and Public Holiday(s) from the date of circulation of the Notice till the declaration of results of the Postal Ballot.

• I 0. The Board of Directors by a Resolution passed at their meeting held on 21 51 January, 2025 has appointed M/s. Zankhana Bhansali, Practicing Company Secretaries, Mumbai to act as the Scrutinizer for conducting the E-voting process in a fair and transparent manner.

• I I. Shareholders are requested to take note that all queries or service requests in electronic mode are to be raised only through RTA, Mis. Purva Sharegistry (India) Private Limited.

• The Scrutinizer will submit their report to the Chairman of the Company or any other authorized of officer(s) of the Company after completion of the scrutiny of the E-voting. The results of the Postal Ballot will be announced within 2 (Two) working days from conclusion of the £-voting period. The result of Postal Ballot along with the Scrutinizer's Report will be intimated to the BSE Limited ("Stock Exchange") where the equity shares of the Company are listed and shall be hosted on the website of the Company and on the website ofCDSL and will also be displayed on the Notice Board of the Company at its Registered Office.

I 3. The instructions to the Members for E-voting are given below: Remote E-voting Instructions for shareholders:

As per the SEBT circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGO. OFFICE:

1. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: www.bombaywireropes.com

Pursuant to the abovesaid 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	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	I) 2) 3) 4)	Users who have opted fr 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 fr users to login to Easi/ Easiest are https://web.cdslindia.com/myeasi/home/login or visit www. cdslindia .com and click on Login icon and select New System Myeasi. Afer 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 company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Yoting service provider fr 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/Easi Registration 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. Afer successful authentication, user wi II be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Yoting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) 2)	ff you are already registered fr NSDL IDeAS facility, please visit the e-Services website ofNSDL. Open web browser by typing the fllowing 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 "Benefcial Owner" icon under "Login" which is available under 'JDeAS' section. A new screen will open. You will have to enter your User ID and Password. Afer 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 fr casting your vote during the remote e­ Voting period or joining virtual meeting & voting during the meeting. If the user is not registered fr IDeAS e-Services, option to register is avai I able athttps://eservices.nsdl.com.Select "Register Online fr IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/ Ideas DirectReg.jsp.

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REGO. OFFICE:

401 /405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020 . Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: www.bombaywireropes.com

Visit the e-Voting website ofNSDL. 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.

3)

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 IndividualShareholders Members facing any technical issue in login can contac holding .. in sending a request at helpdesk. evoting@cdslindia.com sec unties Demat mode withCDSL 23058738 and 22-23058542-43. IndividualShareholders Members facing any technical issue in login can conta holding securities in by sending a request at evoting@nsdl. co.in or call at Dem at mode withNSDL I 020 990 and 1800 22 44 30

t CDSL helpdesk by or contact at 022- ct NSDL helpdesk toll free no.: 1800

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

• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.

• (vii) Click on "Shareholders" module.

• (viii) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

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

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGO. OFFICE: 401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus[@] bomba[y] rero[p] es.com Website: w .bombaywireropes.com

• c. Shareholders holding shares in Physical Fonn, if any, 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.

• (ix) Next enter the Image Verification as displayed and Click on Login.

(x) If you are holding shares in demat fonn and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• (xi) If you are a first time user follow the steps given below

	For Shareholders holding shares in Demat Form other than individual and Physical
	Form
PAN*	Enter your IO digit alpha-numeric* PAN issued by Income Tax Department (Applicable fr
	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 Sequence member sent by Company/RTA or contract Company RTA Letters of their name and the last 8 digits of the demat account/flio
	number in the PAN field.
DOB	Enter the Date of Birth as recorded in your demat account or in the company records fr the said demat account or flio in dd/mm/yyyy frmat.
Dividend	Enter the Dividend Bank Details as recorded in your demat account or in the company
Bank	records for the said demat account or folio.
Details	Please enter the DOB or Dividend Bank Details in order to login. If the details are not
	recorded with the depository or company, please enter member id/folio number in the Dividend Bank details feld as mentioned in instruction (iii).

• (xii) After entering these details appropriately, click on "SUBMIT" tab.

• (xiii) Members holding shares in physical form will then reach directly to 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.

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

• (xv) Click on the EVSN for the relevant on which you choose to vote.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGO. OFFICE:

401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020 . Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com Website: w w .bombaywireropes.com

• (xvi) 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.

• (xvii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• (xviii) 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.

• (xix) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

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

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

• (xxii) Members can also vote cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from 1:espective store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE COMP ANY / DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E­ VOTJNG FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE

1. For physical shareholders - Please visit link http://www.purvashare.com/email-and-phone­ updation and follow the registration process as guided thereafter. Post successful registration of the email address, the Member would get the User ID and the password to enable e-voting in their registered email address. In case of any queries, the Member may write to Registrar and Share Transfer Agent of the Company at support@purvashare.com

2. For demat shareholders -Members shall register their email addresses in respect of electronic holdings with their concerned Depository Participants by following due procedure as advised by them.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGD. OFFICE:

401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombayireropes.com Website: w.bombaywireropes.com

Note for Non Individual Members and Custodians

1. Non Individual members (i.e. other than Individuals, 1-fUF, NRT etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.

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

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

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

5. 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.

6. Alternatively, Non Individual members are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the Scrutinizer and to the Company at the email address viz; contactus@bombaywireropes.com, if they have voted f[r] om individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding e-Yoting from the e-Voting System, 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 or contact at (02223058738) and (022-23058543 I 022-23058542).

1. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dal vi, Manager, Central Deposito1y Se,vices (India) Limited (CDSL), A Wing, 25[th ] Floor, Marathon Futurex, Mafatlal Mill Compounds, NM Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdsl india.corn or call on 022 -23058542/43.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGO. OFFICE:

401 /405. Joll[y ] Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus[@] bomba[y] wirero[p] es.com Website: www.bomba[y] wirero[p] es.com

Explanatory Statement pursuant to Section 102, 110 of the Companies Act, 2013 and Secretarial Standard - 2 on General Meeting and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Item No 1:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and as recommended by the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 21'[1 ] January, 2025, appointed Mr. Ashok Kumar Maroo as an Additional Director designated as a Non-Executive Jndependent Director of the Company for a term of five consecutive years with effect from 21[51 ] January, 2025 to 20[th ] January, 2030 not liable to retire by rotation, subject to the approval of the Members and such other approvals and permissions, as may be required.

Mr. Ashok Kumar Maroo has given his consent for appointment as an Independent Director of the Company and has also confirmed that he has not incurred any disqualification under Section 164 (2) of the Act. The Company has also received a declaration from Mr. Ashok Kumar Maroo that he meets the criteria of independence as prescribed, both, under Section 149( 6) of the Act and regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. Mr. Ashok Kumar Maroo is eligible to be appointed as an Independent Director of the Company.

Brief Profile of Mr. Ashok Kumar Maroo is as under:

Mr. Ashok Kumar Maroo holds a B.Com degree and has over 20 years of experience in the field of administration, accounts and finance. He possesses expertise in budgeting, forecasting, cash flow management and financial analysis to drive profitability and efficiency. Additionally, he has a strong understanding of credit management, and risk assessment.

He does not hold by himself or for any other person on a beneficial basis any shares in the Company.

In the opinion of the Board, Mr. Ashok Kumar Maroo fulfils the conditions specified in the Act, and rules made there under and Listing Regulations for his appointment as an Jndependent Director of the Company and is independent of the management.

A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment of Independent Director is available for inspection at the Registered Office of the Company during business hours on any working day.

In terms of the Listing Regulations, the listed entity shall ensure that approval of shareholders for appointment ofa person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, and the appointment of an Independent Director shall be subject to the approval of Members by way of a special resolution.

It is proposed to appoint Mr. Ashok Kumar Maroo as an Independent Director of the Company not liable to retire by rotation to hold office for a term of five consecutive years f[r] om 21 st January, 2025 to 30[th ] January, 2030.

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BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

REGD. OFFICE:

401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 I 505614325. Fax: (022) 2206 0745 E-mail: contactus@bombayreropes.com Website: w .bombaywireropes.com

Details required as per Regulation 36(3) of the Listing Regulations and Secretarial Standard on General

·Meetings are provided in Annexure - A to this Notice.

Except Mr. Ashok Kumar Maroo being an appointee and his relatives, none of the other Directors, Key Managerial Personnel of the Company or relatives of Director/Key Managerial Personnel are in any way deemed to be concerned or interested financially or otherwise in the resolution set out at item No. I of the Notice.

The Board recommends the Special Resolution as set out in Item No. I of this Notice for approval by the Members.

By Order of the Board For Bo�bay Wire Ropes Limited

Place: Mumbai Date: 21[st ] January, 2025

Rajkumar Gulzarilal Jhunjhunwala Whole Time Director DIN 01527573

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BOMBAY WIRE ROPES LIMITED

REGO. OFFICE:

401/405. Jolly Bhavan No-1, 10, New Marine Lines, Mumbai- 400 020. Tel: (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: conlactus@bombaywireropes.com Website: w w .bombaywireropes.com

Annexure-1

I As required under applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings issued by ICSII

Requirements) Regulations, 2015	and Secretarial Standards-2 on General Meetings issued by ICSII
Name of the Director	Ashok Kumar Maroo
DIN	01876965
AGE	63 years
Brief Resume including
Qualification and Experience
i. Qualifications	8. Com
ii. Experience and expertise in specific functional area	Experience of more than 25 years with expertise in administrative, managerial and financial Operations.
Date of first appointment on the	2 I51January, 2025
Board
Shareholding in the Company as	NTL
on date of Notice
lnter-serelationshipsbetween	NA
Directors; Manager; Key
Managerial Personnel
Number of Meeting of the Board	NTL
attended as on date of Notice
Other Companies in which	NIL
he/she is a Director
Chairperson / Membership of	NIL
the Committee(s) of Board of
Directors of other companies in
which he/she is a Director
Terms and Conditions of	Appointed as an Additional Director at the meeting of the Board of
Appointment including	Directors held on 2181January, 2025.At the same meeting he has
Remuneration	been appointed as a Non-Executive Independent Director for a term
	of five consecutive years commencing from 2 JS' January, 2025 to
	30thJanuary, 2030, subject to the approval of the Members.
	As an Independent Director, he/she will be entitled to the sitting fe s as may be decided by the Board for each meeting of the Board and
	Committee attended by him/her and commission as may be decided
	from time to time.

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