Electrosteel Castings Ltd. — Proxy Solicitation & Information Statement 2024

Mar 14, 2024

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14 March, 2024 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500128 Symbol: ELECTCAST

Dear Sir/ Madam,

Sub: Submission of Notice of Postal Ballot of the Company and intimation of cut-off date for e-voting

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Postal Ballot Notice, together with Explanatory Statement sent to the members through electronic mode whose names appeared on the Register of Members/ List of Beneficial Owners and whose e-mail addresses are registered with the Company/ Depositories as on Friday, 8 March 2024 i.e., Cut-off date.

The company has completed dispatch of the said Postal Ballot notice on 14 March 2024.

The remote e-voting shall commence on Friday, 15 March 2024 at 09:00 a.m. IST and end on Saturday, 13 April 2024 at 05:00 p.m. IST.

The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of remote e-voting facility to its members.

This is for your information and records.

Thanking You,

Yours Faithfully,

For Electrosteel Castings Limited

Digitally signed by INDRANIL INDRANIL MITRA MITRA Date: 2024.03.14 16:27:06 +05'30' Indranil Mitra Company Secretary

Encl: As above

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ELECTROSTEEL CASTINGS LIMITED CIN : L27310OR1955PLC000310 Registered Office : Rathod Colony, Rajgangpur, Sundergarh, Odisha 770 017, India Tel. : +91 06624 220 332; Fax : +91 06624 220 332 Corporate Office : G. K. Tower, 19 Camac Street, Kolkata 700 017, India Tel. : +91 033 2283 9990; Fax : +91 033 2289 4339 Website : www.electrosteel.com; E-mail ID : companysecretary@electrosteel.com

NOTICE OF POSTAL BALLOT

NOTICE is hereby given that pursuant to Section 110, read with Section 108 of the Companies Act, 2013 (’Act’) and the Companies (Management and Administration) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’) read with the General Circular No. No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“MCA”) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued by the Securities and Exchange Board of India (“SEBI”) including earlier circulars issued in this regard, (hereinafter collectively referred to as the “Circulars”) and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder, to transact Special Business as mentioned hereunder, the Special resolution set out hereunder is proposed to be passed by the Members of the Company through electronic means.

The Explanatory Statement, in terms of the provisions of Section 102 of the Act, setting out the material facts concerning the Special Business and the reasons thereof, is annexed herewith and is being sent to you, for your consideration.

Ms. Rashmi Bihani (Membership No.: FCA 064298) of M/s. Bihani Rashmi & Co., Chartered Accountants, 5, Clive Row, (4[th] Floor), Room No. 92A, Kolkata 700 001, has been appointed by the Board of Directors as the Scrutinizer, after receiving her consent for the same, for conducting the Postal Ballot voting process in a fair and transparent manner.

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is pleased to offer the facility to vote through electronic means on the Resolution proposed in this Postal Ballot Notice. The Company has engaged the services of National Securities Depository Limited (‘NSDL’), as the agency for facilitating e-voting, to provide the Members with an option to cast their votes electronically. Members desiring to opt for the e-voting facility are requested to read carefully the related Notes to this Postal Ballot Notice and instructions given thereunder.

The Scrutinizer, upon completion of the scrutiny of votes cast by electronic means, will submit her Report to the Chairman or a person authorised by him, who shall countersign the same, and the result of the Postal Ballot will be declared on or before 15 April, 2024. The Result of the Postal Ballot, along with the Scrutinizer’s Report, will be posted under the ‘Investors’ section on the Company’s website, www.electrosteelcastings.com and shall also be displayed on the Notice Boards of the Company at its Registered Office and at its Corporate Office. The Result of the Postal Ballot shall simultaneously be communicated to all the Stock Exchanges where the equity shares of the Company are listed and to NSDL.

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SPECIAL BUSINESS:

1. Re-appointment of Dr. Mohua Banerjee (DIN: 08350348) as an Independent Director of the Company for a second term of five years

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

“RESOLVED THAT on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and based on the performance evaluation and pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and relevant Rules made thereunder, read with Schedule IV to the Act (including any statutory modification(s), re-enactment thereof, for the time being in force) and Regulation 17(1A) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Dr. Mohua Banerjee (DIN: 08350348), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 8 February, 2019 who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and who is eligible for re-appointment be and is hereby re-appointed as an Independent Director for a second term of 5 (five) consecutive years with effect from 8 February, 2024 on the Board of Directors of the Company.

RESOLVED FURTHER THAT Dr. Mohua Banerjee would not be liable to retire by rotation and would be paid sitting fees as being paid to other Non-Executive Directors / Independent Directors and Commission as approved by the Board from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary and/or incidental in this regard.”

By Order of the Board of Directors For Electrosteel Castings Limited

February 8, 2024 Kolkata

Indranil Mitra Company Secretary

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Act, setting out details relating to Special Business to be transacted at the Meeting, is annexed hereto.

2. In case of joint holders, the joint holder who is highest in the order of names will be entitled to vote.

3. Corporate Members/Trusts/Societies, etc., intending to vote through their authorised representatives are requested to send a duly certified scanned copy of the Board/Managing Committee Resolution (PDF/JPG Format), together with the specimen signature(s) of the representative(s) authorised under the said Resolution to vote on their behalf, to the Scrutinizer by e-mail to rashmi@bihanico.in, with a copy marked to evoting@nsdl.co.in.

4. In line with the relevant Circulars, this Notice of the Postal Ballot is being sent only ‐

through electronic mode to those Members whose e mail addresses are registered

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with the Company/Depositories. The Notice of the Postal Ballot has been uploaded on the website of the Company at www.electrosteel.com under ‘Investors’ section and on the websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. The Notice is also available on the website of NSDL at www.evoting.nsdl.com. Members who wish to inspect any documents referred to in the accompanying Notice and the Explanatory Statement, can send an e-mail to companysecretary@electrosteel.com till 13 April, 2024 [5:00 P.M. (IST)].

1. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc., from the Company electronically.

2. Voting through electronic means:

3. I. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Members are provided with the facility to cast their vote electronically instead of dispatching the physical Postal Ballot Form by post. The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e- voting facility to all its Members.

4. II. The remote e-voting period begins on 15 March, 2024 at 09:00 A.M., IST and ends on 13 April, 2024 at 05:00 P.M., IST. The remote e-voting module shall be disabled by NSDL for voting, thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date, i.e. 8 March, 2024, may cast their vote(s), electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 8 March, 2024.

5. III. The process and manner for remote e-voting are as under:

- How do I vote electronically using NSDL e Voting system?

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

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat

mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

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Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	(i)ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore- Voting service provider, i.e., NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. (ii)If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp (iii)Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. (iv)Shareholders / Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, holding securities in demat can login through their existing user id and password. mode with CDSL 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 user your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• If the user is not registered for Easi / Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• Alternatively, the user can directly access 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 registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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

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

Note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at above-mentioned website.

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

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

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

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:

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a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. 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.

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

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

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

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

5. 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.

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

7. c) If you are still unable to get the password by 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.

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

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

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

3. “ ” -

4. 1. After you click on the Login button, Home page of e Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

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

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

4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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 authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to rashmi@bihanico.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 "eVoting" 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.

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1. 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 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, at evoting@nsdl.co.in.

IV. PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL IDS ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E-MAIL IDS FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to companysecretary@electrosteel.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to companysecretary@electrosteel.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ), i.e., Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.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 Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

V. The voting rights of Members shall be in proportion to their shares in the Paid-up Equity Share Capital of the Company, as on the cut-off date being 8 March, 2024.

VI. Any person, who acquires shares of the Company and becomes Member of the Company after despatch of the Notice and holds shares as on the cut-off date, i.e., 8 March, 2024, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or companysecretary@electrosteel.com.

VII. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

VIII. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting, i.e., 13 April, 2024. The Resolution, if assented to by requisite majority, shall be deemed to have been duly passed at a general meeting convened in that behalf.

IX. In case of any queries, you may contact the Company at companysecretary@electrosteel.com or at its Registered Office, alternatively, you may contact the Company’s Registrar and Transfer Agent, Maheshwari Datamatics Pvt. Ltd. at

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mdpldc@yahoo.com or at the following address: Maheshwari Datamatics Pvt. Ltd., 23, R. N. Mukherjee Road, 5[th] Floor, Kolkata - 700 001, or at Tel. No.: (033) 2248 2248, Fax No.: (033) 2248 4787.

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

Item No. 1

Dr. Mohua Banerjee (DIN: 08350348) was appointed as an Independent Director of the Company to hold office for a period of 5 (five) years effective from 8 February, 2019 and is eligible for re-appointment for a second term as Independent Director on the Board of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 8 February, 2024, have approved re-appointment of Dr. Mohua Banerjee, as an Independent Director of the Company, for a second term of 5 (five) consecutive years with effect from 8 February, 2024 subject to the approval of the Members of the Company.

Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, re-appointment of Dr. Mohua Banerjee is subject to approval of shareholders of the Company within a time period of three months from the date of re-appointment. It is therefore proposed to obtain the approval of shareholders by way of Postal Ballot.

The Company has received a notice from a Member under Section 160 of the Act, proposing the candidature of Dr. Mohua Banerjee, for the office of Director of the Company. The Company has also received from Dr. Mohua Banerjee, (i) consent in writing to act as Director in Form DIR-2 pursuant to Section 152 of the Act, read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 pursuant to Rule 14 of the said Rules, to the effect that she is not disqualified in accordance with Section 164(2) of the Act; (iii) declaration that she continues to meet the criteria of independence as provided in Section 149(6) of the Act as amended, and Regulation 16(1)(b) of the Listing Regulations, as amended; and (iv) declaration that she is not debarred from holding or continuing the office of director pursuant to any order of the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other such authority. In terms of Regulation 25(8) of Listing Regulations, Dr. Mohua Banerjee has confirmed that she is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact her ability to discharge her duties with an objective independent judgment and without any external influence. Dr. Mohua Banerjee has confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Nomination and Remuneration Committee after taking into consideration the skills, expertise and competencies and based on the performance evaluation, has recommended to the Board re-appointment of Dr. Mohua Banerjee for the aforesaid tenure. The Board is of the opinion that Dr. Mohua Banerjee fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and that she is independent of the Management. Further in the opinion of the Board, Dr. Mohua Banerjee continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in her role as an Independent Director of the Company and her continued association would be of immense benefit to the Company.

In the opinion of the Board, she fulfills the criteria for appointment as an Independent Director as specified in the Act and the Rules made thereunder as well as the Listing

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Regulations and is independent of the management and is a person of integrity, possessing relevant skills, knowledge, experience and expertise. Having regard to her qualifications, skills, knowledge, experience and expertise, the Board considers that her association would be of immense benefit to the Company and it is desirable to avail the services of Dr. Mohua Banerjee as an Independent Director.

A brief profile of Dr. Mohua Banerjee and disclosure required under Regulation 36 of the SEBI Listing Regulations and the Secretarial Standard on General Meetings are provided as Annexure-1 of this Notice.

A copy of the letter of re-appointment setting out the terms and conditions of re-appointment of Dr. Banerjee is available for inspection by the Members. Members who wish to inspect the same can send a request at companysecretary@electrosteel.com.

The Board recommends the Resolution set out at Item No. 1 of the Notice for approval of the Members of the Company, to be passed as a Special Resolution.

Save and except Dr. Mohua Banerjee, being the appointee, and her relatives, none of the other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the Resolution at Item No. 1 of the Notice

By Order of the Board of Directors For Electrosteel Castings Limited

February 8, 2024 Kolkata

Indranil Mitra Company Secretary

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Annexure – A

The relevant details of Directors seeking appointment/re-appointment as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standard on General Meetings (SS-2) are given below:

Name of the Director	Dr. Mohua Banerjee
Director Identification Number	08350348
Date of Birth	24 August, 1970
Nationaltity	Indian
Date of first appointment on the Board	8 February, 2019
Brief Resume including qualification	Dr. Mohua Banerjee is Professor – Marketing, Dean – Placements, Corporate & Alumni Relations, International Management Institute Kolkata (RP-Sanjiv Goenka Group). She completed her M.Com. and Ph.D. from the University of Calcutta.
Experience (including nature of expertise in specific functional area)	Dr. Mohua Banerjee is the Director, International Management Institute Kolkata (IMI Kolkata). She is also a Professor of Marketing in IMI Kolkata. She has done her Ph.D. in Commerce from the University of Calcutta and has over 20 years of academic experience. As a Visiting Professor in various foreign Universities she has taught courses on the Indian Perspectives of Digital Marketing, Consumer Behaviour, International Retailing and Supply Chain Management. She has been a Visiting Faculty in the postgraduate departments of the University of Calcutta and St. Xavier's College, Kolkata. She has consulted in the telecom sector and has been actively involved in Retail Management curriculum development for National Skill Development Mission, NITTTR, Ministry of HRD. Dr. Banerjee has undertaken Retail Research Project in collaboration with the University of Oxford’s, Oxford Institute of Retail Management and conducted collaborative research in Agri-entrepreneurship with Leeds Beckett University, UK, under the aegis of the UGC-UKIERI Research Grant Project. As a researcher, she has authored research papers in international journals of repute that are available across scholarly indexes. She has published books and case studies that are available on the Harvard Business School Publishing, along with opinion pieces for

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	management practitioner journals and newspapers. She has also qualified for the “CMI Level 3 Award” for Leadership Development from Chartered Management Institute (CMI), UK. She is an Expert Committee member in the National Expert Committee on Higher Education & Training, Indian Chamber of Commerce (ICC) and is also a member in the Education Committee of Bengal Chamber of Commerce andIndustry (BCC&I).
Skills and capabilities required for the role as an Independent Director	Refer Item No. 1 of the Notice and Explanatory Statement.
Terms and conditions of re-appointment	Re-appointment as an Independent Director for a period of 5 years commencing from February 8, 2024 [Refer Item No. 1 of the Notice and Explanatory Statement].
Details of remuneration sought to be paid	Remuneration may be paid by way of sitting fees and/or commission on the net profits of the Company as approved by the Board, from time to time
Remuneration last drawn (FY 2022-23)	Sitting Fees Rs 2,50,000 Commission Rs10,00,000
Number of meetings of the Board attended during the Financial Year (2023-24) (upto the date of this notice)	Attended all 4 Board Meetings held during the period
Relationship with other Directors / Key Managerial Personnel	Dr. Mohua Banerjee is not related to any Director/Key Managerial Personnel of the Company.
Directorship of other Boards	Nil
Membership/Chairmanship of Committees of other Boards	Nil
Listed entities from which the person has ceased to be Director in the past three years	Srikalahasthi Pipes Limited (since amalgamated with and into Electrosteel Castings Limited)
Number of shares held in the Company	Nil

By Order of the Board of Directors For Electrosteel Castings Limited

Indranil Mitra Company Secretary

8 February, 2024 Kolkata

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