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BSE Limited Proxy Solicitation & Information Statement 2025

Apr 9, 2025

60293_rns_2025-04-09_c5366fea-4bf9-4ffc-a68d-9e65a0c34f65.pdf

Proxy Solicitation & Information Statement

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BSE - PUBLIC

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April 9, 2025

To, The Listing Department National Stock Exchange of India Limited

Exchange Plaza, 5[th] Floor, Plot No. C/1 G Block, Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

Symbol: BSE

ISIN: INE118H01025

- Subject: Postal Ballot Notice Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR")

Dear Madam/Sir,

Pursuant to Regulation 30 of SEBI LODR, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, seeking approval of the Members through Postal Ballot by way of e-Voting process, for issue of Bonus Shares. Please note that the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, April 4, 2025, and whose e-mail addresses are registered with the Company’s Registrar and Share Transfer Agent/ Depositories.

The remote e-voting period commences at 9.00 A.M. (IST) on Thursday, April 10, 2025 , and ends at 5.00 P.M. (IST) on Friday, May 9, 2025 . The results of the postal ballot will be announced not later than two working days of conclusion of the e-Voting.

The Notice of Postal Ballot is also available on the website of the Company at https://www.bseindia.com/static/investor_relations/AGM_new.html under the tab “Postal Ballot”.

This is for your information and record.

For BSE Limited

Vishal Digitally signed by Vishal Kamalaksha Kamalaksha Bhat Date: 2025.04.09 Bhat 13:36:13 +05'30' Vishal Bhat Company Secretary & Compliance Officer

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: [email protected] www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

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BSE LIMITED

Registered office: 25th Floor, P. J. Towers, Dalal Street, Mumbai- 400 001 Tel: +91 22 2272 1233/34 | Website: www.bseindia.com Email : [email protected] CIN : L67120MH2005PLC155188

POSTAL BALLOT NOTICE

[ Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry of Corporate Affairs, from time to time]

Dear Shareholder(s),

Notice is hereby given pursuant to Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, (“ the Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), applicable provisions of the Secretarial Standard – 2 (“ SS-2 ”) on General Meetings, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR ”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), read with General Circular No. 9/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs, in continuation to the Circulars issued earlier in this regard (“ MCA Circulars ”) and such other applicable laws, rules and regulations {including any statutory modifications and re-enactment(s) thereof for the time being in force}, to transact the below mentioned Special Business by the Shareholders of BSE Limited (“ the Company ”) by passing the Ordinary Resolution appended below, through Postal Ballot by electronic voting (“ e-Voting ”). An Explanatory Statement as required under Section 102(1) of the Act, setting out the material facts along with the reasons/ rationale thereof forms part of this Postal Ballot Notice (“ Notice ”).

SPECIAL BUSINESS:

1. ISSUE OF BONUS SHARES:

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

“RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Companies (Share Capital and Debentures) Rules 2014 and in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, Foreign Exchange Management Act, 1999 and enabling provisions of the Articles of Association of the Company and subject to the provisions of the BSE (Corporatisation and Demutualisation) Scheme, 2005 (the Scheme) or any other provisions as may be applicable, and subject to such approvals, permissions and sanctions as may be necessary from appropriate authorities and pursuant to the recommendation of the Board of Directors of the Company, approval of the Shareholders be and is hereby accorded to the Board of Directors of the Company (“the Board”, the term which shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalization of a sum ₹ 54,93,05,436/- (Rupees FiftyFour Crores Ninety-Three Lakhs Five Thousand Four Hundred Thirty-Six only) to the extent of Rupees ₹ 1,73,064/- (Rupees One Lakh Seventy-Three Thousand and Sixty-Four only) from and out of the Capital Redemption Reserve and to the extent of Rupees ₹ 54,91,32,372/- (Rupees Fifty-Four Crores Ninety-One Lakh Thirty-Two Thousand Three Hundred and Seventy-Two only) from and out of the General Reserve as per the unaudited Financial Statements of the Company for the period ended on December 31, 2024, for the purpose of issue and allotment of bonus equity shares of ₹ 2/- each (Rupees Two only), to the eligible Shareholders of the Company holding fully paid up equity shares of the Company whose names appear in the Register of Members/ Beneficial Owners as on the ‘Record Date’ as maybe determined by the Board for this purpose, in the proportion of 2 (two) new equity shares for every 1 (one) existing fully paid-up equity share held by the Shareholders and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up equity share capital of the Company held by each such Shareholders and not as the income of the Shareholders.

RESOLVED FURTHER THAT in order to protect the rights of erstwhile BSE Shareholders of the Company emanating from the Scheme whose allotment has been kept in abeyance, in accordance with the Resolution at Item No. 11 passed by the Shareholders at the first Annual General Meeting of the Company held on September 26, 2006, and further subject to approval of the Shareholders of the Company for the above-mentioned resolution, adequate provisions ₹ 78,00,000/- (Rupees Seventy-Eight Lakhs Only) included in the abovementioned amount to be capitalized, be made for the purpose of issue and allotment of bonus shares, in the same ratio as aforesaid, to the erstwhile trading member of BSE in respect of whom allotment of 19,50,000 Equity Shares of ₹ 2/- each has been kept in abeyance for various reasons, in terms of the Clause 5 of the Scheme.

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RESOLVED FURTHER THAT the bonus shares so allotted shall rank pari – passu in all respects with the fully paid-up Equity Shares of the Company as existing on the Record Date.

RESOLVED FURTHER THAT the bonus shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT no letter of allotment shall be issued in respect to the bonus shares and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the new equity shares to be allotted pursuant to the bonus issue shall be allotted in dematerialised form only and shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s). With respect to the members holding equity shares in physical form, the Company shall credit the bonus equity shares to a suspense escrow demat account to hold these shares till they are credited to the beneficiary accounts of the respective members holding equity shares in physical form. The Voting rights of the bonus equity shares held in the suspense escrow demat account, shall remain frozen.

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent that they relate to Non-Resident Indians (“NRIs”), Foreign Institutional Investors (“FIIs”) and other Foreign Investors, shall be subject to the approval of RBI or any other regulatory authority, if any.

RESOLVED FURTHER THAT for the purposes of giving effect to the bonus issue of equity shares as resolved hereinbefore, the Board, Managing Director and CEO, Chief Financial Officer, Chief Regulatory Officer and Company Secretary and Compliance Officer of the Company be and are hereby severally authorized on behalf of the Company to do all such acts, deeds, matters and things, as it may at its discretion deem necessary or desirable for such purpose, to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard including without limitation, filing a registration statement/E-forms, if any, and other documents with the SEBI or any other regulatory authority, listing the additional equity shares on National Stock Exchange of India Limited, and entering into any arrangements in regard to such bonus issue, as it may in its absolute discretion deem necessary, desirable or expedient for giving effect to this Resolution.”

By Order of the Board of Directors For BSE Limited

Sd/- Vishal Bhat Company Secretary and Compliance Officer Membership No.: A41136 Mumbai, Sunday, March 30, 2025

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NOTES:

  1. Explanatory statement pursuant to Section 102(1) of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, SS-2 on General Meetings, as amended from time to time, setting out all material facts relating to the proposed resolution is annexed hereto and forms part of this Notice.

  2. In accordance with the provisions of the MCA Circulars and other applicable laws, rules and regulations, the Company is sending this Notice in electronic form only, to those Members whose e-mail addresses are registered with the Company’s Registrar and Share Transfer Agents viz., KFin Technologies Limited (“RTA”)/ Depositories and whose names appear in the Register of Members/ Beneficial Owners as on Friday, April 4, 2025 (“Cut-off date”). Further, as per the MCA Circulars, physical copy of this Notice along with Postal Ballot forms and pre-paid business reply envelope are not being sent to the Members. Accordingly, the Members are required to communicate their assent or dissent through e-Voting system only.

  3. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act, read with the Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing e-Voting facility to its Members. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off Date. A person who is not a Member of the Company as on the Cut-off Date or who becomes a member after the Cut-off Date should treat this Notice for information purposes only. The detailed procedure with respect to e-Voting is mentioned in Note no. 13 of this Notice.

  4. The copy of the Notice will also be available on the Company’s website at www.bseindia.com, www.nseindia.com (where the Company is listed) and www.evotingindia.com (agency providing e-Voting facility).

  5. M/s. N. L. Bhatia & Associates (UIN: P1996MH055800), Practicing Company Secretaries has been appointed to act as the Scrutinizer for conducting the Postal Ballot through e-Voting process in a fair and transparent manner.

  6. The e-Voting shall commence on Thursday, April 10, 2025 (09:00 a.m. IST) and end on Friday, May 9, 2025 (05:00 p.m. IST). During this period, Shareholders holding shares either in physical form or in dematerialized form, as on Cut-off date, may cast their vote electronically. The e-Voting facility will be disabled by CDSL immediately thereafter and the Members will not be allowed to cast their vote beyond the said date and time. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

  7. 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 [email protected].

  8. The result of the Postal Ballot will be announced within two working days of conclusion of the e-Voting. The said results along with the scrutinizer’s report will be displayed on the Notice Board of the Company at its registered office and shall also be hosted on the website of the Company at www.bseindia.com and on the website of CDSL at www.evotingindia.com. The same shall also be intimated to the National Stock Exchange of India Limited.

  9. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-Voting.

  10. Institutional/Corporate Shareholders are encouraged to participate for the e-Voting. Corporate Shareholders intending to authorize their representatives to vote are requested to send a certified copy of the Board resolution/ authorization letter to the Scrutinizer by email at [email protected] and the same should also be uploaded on the e-Voting portal of CDSL.

  11. Shareholders holding shares in physical form are requested to note that in terms of Regulation 40 of Listing Regulations, as amended, the securities of Listed Companies can be transferred only in dematerialized form and transmission, or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form. Further, in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the new equity shares to be allotted pursuant to the bonus issue shall be allotted in dematerialised form only. Accordingly with respect to the bonus shares of members holding equity shares in physical form, the said bonus shares shall be credited in dematerialised form to a suspense escrow demat account to hold these shares till they are credited to the beneficiary accounts of the respective members holding equity shares in physical form. The voting rights on the bonus equity shares held in the suspense escrow demat account, shall remain frozen. In view of the above, Shareholders holding Equity Shares of the Company in physical form are requested to dematerialize their holdings. Members can contact the Company’s RTA for assistance in this regard.

  12. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code and other KYC details, to their Depository Participants in case the shares are held by them in dematerialized form. Further, for shares held in physical form, the abovementioned KYC details shall be updated with the Company’s RTA as required under SEBI circulars dated March 16, 2023, and November 17, 2023.

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13. INSTRUCTIONS FOR E-VOTING:

  • (i) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and MCA Circulars, the Shareholders are provided with the facility to cast their vote electronically through e-Voting services provided by CDSL on the resolution set forth in this notice.

  • (ii) The e-Voting shall commence on Thursday, April 10, 2025 (09:00 a.m. IST) and end on Friday, May 9, 2025 (05:00 p.m. IST) . During this period, Shareholders holding shares either in physical form or in dematerialized form, as on the Cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the Shareholders, he / she shall not be allowed to change it subsequently or cast vote again.

  • A. Login method for e-Voting for Individual Shareholders holding securities in Demat mode through Central Depository Services (India) Limited (“CDSL”)/National Securities Depositories Limited (“NSDL”) is given below :

Type
of
Shareholders
Login Method
Individual
Shareholders
holding
securities
in
Demat
mode
withCDSL
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 URL for users to
login to Easi /Easiest ishttps://web.cdslindia.com/myeasi/home/login or users can visitwww.cdslindia.com
and click on Login icon and select New System Myeasi.
2. After successful login, the Easi /Easiest user will be able to see the e-Voting option for eligible companies where
the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting your vote during the e-Voting period.
Additionally, links to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KFIN/LINKINTIME is
also provided, 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 at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from
an
e-Voting
link
available
on
www.cdslindia.com
home
page
or
click
on
https://evoting.cdslindia.com/Evoting/EvotingLogin.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 e-Voting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual
Shareholders
holding
securities
in
demat
mode
withNSDL
1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. The URL for users
to login to NSDL IDeAS facility ishttps://eservices.nsdl.com.
2. 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.
3. 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 e-Voting period.
4. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select
“Register
Online
for
IDeAS
Portal”
or
click
on
the
following
link
on
the
website
-
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
5. 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 mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available under ‘Shareholders/Members’ section.
6. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held
with NSDL), Password/OTP and a Verification Code as shown on the screen.
7. 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 e-Voting period.
Individual
Shareholders
(holding
securities
in
demat
mode)
1. You can also login using the login credentials of your demat account through your Depository Participant
registered with NSDL/CDSL for e-Voting facility.

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Type
of
Shareholders
Login Method
login
through
their
Depository
Participants
2. 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.
3. 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 duringthe e-Voting period.

Important note: Shareholders who are unable to retrieve User ID/ Password are advised to use “Forget User ID” and “Forget Password” option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL:

Login type Helpdesk details
Individual Shareholders holding securities in Demat mode with
CDSL
Shareholders facing any technical issue in login can contact CDSL
helpdesk by sending a request [email protected]
or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with
NSDL
Shareholders facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] or call at: 022-
4886700 and 022-24997000
  • B. Login method for e-Voting for Shareholders holding securities in physical mode and Shareholders other than individual holding in Demat form.

  • a. The Shareholders should log on to the e-Voting website www.evotingindia.com.

  • b. Click on “Shareholders” module.

  • c. Now enter your User ID:

    • i. For CDSL: 16 digits beneficiary ID,

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

    • iii. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

  • f. If you are a first-time user follow the steps given below:

For Shareholders holding securities in physical mode and other than individual Shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric “PAN” issued by Income Tax Department (Applicable for both demat Shareholders
as well as physical Shareholders)
Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the
sequence number sent by Company/RTA or contact Company/RTA.
Dividend
Bank Details
OR
Date of Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the
company records in order to login.
If both the details are not recorded with the depository or company, please enter the Member id / folio number in the
Dividend Bank details field.

g. After entering these details appropriately, click on “SUBMIT” tab.

  • h. Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in demat mode 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 account holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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  • i. For Shareholders holding shares in physical mode, the details can be used only for e-Voting on the resolutions contained in this Notice.

  • j. Click on the EVSN of BSE Limited.

  • k. 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.

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

  • m. 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.

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

  • o. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • p. If a demat account holder has forgotten the login/password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

C. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  • a. For Physical Shareholders - please provide necessary details like Folio No., Name of Shareholders, scanned copy of the share certificate (front and back), PAN (self- attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) by email to [email protected].

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

  • c. For Individual Demat Shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)

BSE is celebrating its 150[th] year of existence. Issuance of bonus shares would be an appropriate way to reward the shareholders for their continued support and loyalty. Acknowledging the unstinted support of shareholders who have steadfastly stood by the Company through this inspiring voyage of growth and transformation and with a view to encourage the participation of investors by making equity shares of the Company affordable, increasing the liquidity of the equity shares and to expand the shareholder base, the Board of Directors (“Board”), at its meeting held on March 30, 2025, considered and approved a bonus issue of 2 (two) equity share of ₹ 2 each for every 1 (One) existing fully paid-up equity shares held as on a record date as maybe determined by the Board for this purpose.

Article 219 to Article 225 of the Articles of Association of the Company permits that, the Company in General Meeting may, upon recommendation of the Board, resolve, to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid up to and amongst shareholders in proportion to their existing shareholding.

Pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and subject to applicable statutory and regulatory approvals, if any, the issue of bonus shares of the Company requires the approval of the Shareholders of the Company. Accordingly, approval of the Shareholders of the Company is hereby sought by way of Ordinary resolution as set out in this Postal Ballot Notice.

Accordingly, the capital of the company post bonus issue is projected below:

Capital Existing Capital Ratio of 2:1
(Two Bonus shares for every One share held)
Ratio of 2:1
(Two Bonus shares for every One share held)
Bonus issue Post Bonus Capital
(A) (B) (A+B)
Authorised (shares) 1,50,00,00,000 - 1,50,00,00,000
Authorised(₹) 3,00,00,00,000 - 3,00,00,00,000
Issued(shares)* 13,73,26,359 27,46,52,718 41,19,79,077
Issued(₹) 27,46,52,718 54,93,05,436 82,39,58,154
Subscribed and Paid-up (shares)* 13,53,76,359 27,07,52,718 40,61,29,077
Subscribed and Paid-up (₹) 27,07,52,718 54,15,05,436 81,22,58,154

*19,50,000 equity shares forming part of the existing issued capital are kept in abeyance pursuant to Clause 5.3 of the BSE (Corporatisation and Demutualisation) Scheme, 2005, for various regulatory reasons and accordingly bonus entitlement for these shares shall also be kept in abeyance until the allotment.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in this Postal Ballot Notice, except to the extent of issue and allotment of bonus shares to them consequent to their shareholding, if any, in the Company as on the record date.

The Board recommends the Resolution as set out in the notice for the approval of Shareholders.

By Order of the Board of Directors For BSE Limited

Sd/- Vishal Bhat Company Secretary and Compliance Officer Membership No.: A41136 Mumbai, Sunday, March 30, 2025

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