Empower India Limited — Proxy Solicitation & Information Statement 2024

Jul 8, 2024

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Date: July 08, 2024

To,

Listing Compliances BSE Limited P.J. Towers, Dalal Street, Fort, Mumbai - 400001.

Scrip Code : 504351; Scrip ID : EMPOWER

Sub: Submission of Postal Ballot Notice dated July 04, 2024

Ref:- Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

Dear Sir/Madam,

In compliance with the provisions of Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith Postal Ballot Notice dated July 04, 2024 along with Explanatory Statement and Postal Ballot Form.

You requested to take above on your records.

Thanking You,

For Empower India Limited

RAJGOPALA Digitally signed by RAJGOPALAN N SRINIVASA SRINIVASA IYENGAR IYENGAR Date: 2024.07.08 11:21:20 +05'30'

_____

Rajgopalan Iyengar Director DIN: 00016496

Encl.: As above

Empower India Limited

CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

==> picture [83 x 42] intentionally omitted <==

POSTAL BALLOT NOTICE

E-VOTING STARTS ON E-VOTING ENDS ON Thursday, July 11, 2024 at 9:00 a.m. (IST) Friday, August 09, 2024 at 5:00 p.m. (IST)

[Pursuant to Section 108, 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, each as amended from time to time and in accordance with applicable Circulars issued by the Ministry of Corporate Affairs]

To, The Shareholders, Empower India Limited

NOTICE is hereby given to the shareholders of Empower India Limited (the “Company”) pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”, which shall include any statutory modifications, amendments or re-enactments thereto) read with General Circular Nos. 14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December 2021, 3/2022 dated 5[th] May 2022 ,11/2022 dated 28[th] December 2022 and 09/2023 dated 25[th] September 2023, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of special /ordinary resolutions for matters as considered in the Resolutions appended below through postal ballot (“Postal Ballot”) by way of remote e-voting and Postal Ballot Form.

In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, and SS-2, the Company is pleased to provide e- voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for facilitating e-voting.

Pursuant to Rule 22(5) of the Management Rules, the Company has appointed M/s. Jaymin Modi & Co., Company Secretaries (COP: 16948 and PRC: 2146/2022), as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner. The Scrutinizer is willing to be appointed and be available for the purpose of ascertaining the requisite majority.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 P.M.

Empower India Limited

CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 1 of 15

(IST) on Friday, August 09, 2024 . The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time. The envelope containing the duly filled postal ballot form should reach to the scrutinizer not later than 5.00 PM on Friday, August 09,2024.

The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 working hours from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice. The last date of e-voting, i.e., Friday, August 09, 2024 , shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

The resolutions for the purpose as stated herein below are proposed to be passed by E-voting/Postal Ballot Form:

SPECIAL BUSINESSES:

1. TO REGULARIZE APPOINTMENT OF MR. RAJESH CHAVAN (DIN: 07011994) AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “Listing Regulations”), the Articles of Association of the Company and based on recommendation of the Nomination and Remuneration Committee and approval of Board of Directors of the Company, Mr. Rajesh Chavan (DIN: 07011994), who was appointed as an Additional Director (Non-executive Non-Independent Director) with effect from May 15, 2024, be and is hereby appointed as a Non-executive Non-independent Director of the Company and that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT any of the Directors be and are hereby authorized to do all such acts, deeds, matters and things as may considered expedient and necessary to give effect to this resolution.”

2. TO REGULARIZE APPOINTMENT OF MS. FATIMA RAZVI (DIN: 10665340) NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

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, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder (including any statutory modification or re-enactment(s) thereof for the time being in force) and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “Listing Regulations”), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Ms. Fatima Razvi (DIN: 10665340) , who was appointed as an Additional Director in the capacity of an Independent Director with effect from July 04, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 2 of 15

16(1)(b) of the the Listing Regulations, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 05 (five) consecutive years with effect from July 04, 2024.

RESOLVED FURTHER THAT any of the Directors be and are hereby authorized to do all such acts, deeds, matters and things as may considered expedient and necessary to give effect to this resolution.”

By the order of the Board For Empower India Limited

RAJGOPALA Digitally signed by RAJGOPALAN N SRINIVASA SRINIVASA IYENGAR Date: 2024.07.06 IYENGAR 12:05:18 +05'30'

Rajgopalan Iyengar Director DIN: 00016496

Date: July 04, 2024 Place: Mumbai

NOTES:

1. The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice is appended herein below for your consideration.

2. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide Remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to Remote e-Voting is mentioned in this Notice.

3. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e-Voting is being sent by electronic mode to those Members whose names appear in the Register of Members / list of Beneficial Owners, maintained by the Company / Depositories as at close of business hours on Friday, June 28, 2024 (i.e. Cut-off date), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date and will be sent to those member who will register their e-mail address in accordance with the process outlined in this Notice. For Members who have not registered their e-mail IDs, please follow the instructions being part of this notice.

4. A copy of the Postal Ballot Notice is available on the website of the Company at www.empowerindia.in, website of the stock exchange i.e. BSE Limited at www.bseindia.com and on the website of our e-Voting agency i.e. National Securities Depository Limited (“NSDL”) e-voting website at www.evoting.nsdl.com.

5. All documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to info@empowerindia.in from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

Empower India Limited

CIN: L51900MH1981PLC023931

Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 3 of 15

1. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

2. 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 i.e., Friday, June 28, 2024. Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolution through the Remote e-Voting process or Postal Ballot Form. Any person who is not a member as on the Cut-off date should treat this Postal Ballot Notice for information purpose only.

3. The Remote e-Voting will commence on Thursday, July 11, 2024 at 9:00 A.M. (IST) and will end on Friday, August 09, 2024 at 5:00 p.m. (IST). During this period, members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The Remote e-Voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.

4. Last date for receipt of the Postal Ballot form by the Scrutinizer is Friday, August 09, 2024. Postal Ballot forms should be sent at the Address of scrutinizer i.e. 603/604, Sai Janak Classic, Sudhir Phadke Flyover, Devidas Lane Borivali West, Mumbai - 400103.

5. Once the votes on the Resolution are casted by the Member, the Member shall not be allowed to change these subsequently.

6. The Board of Directors of the Company has appointed M/s. Jaymin Modi & Co., Company Secretaries (COP: 16948 and PRC: 2146/2022), as Scrutinizer, to scrutinize the Postal Ballot through Remote e- Voting process and postal ballot forms in a fair and transparent manner. He has communicated his willingness for such an appointment and will be available for the same.

7. The Scrutinizer will submit his report to the Chairman or any other person authorised by the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the Remote e-Voting process and ballot forms will be announced by the Chairman, or such person as authorised, on or before Monday, August 12, 2024 . The Scrutinizer’s decision on the validity of the e-voting shall be final and binding.

8. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.empowerindia.in immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.

9. The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been passed on Friday, August 09, 2024 , i.e., the last date specified for receipt of votes through the Remote e-Voting process and postal ballot forms.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on Thursday, July 11, 2024 from 9.00 a.m. (IST) and shall end on Friday, August 09, 2024 5.00 p.m. (IST) During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, June 28, 2024 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been

Empower India Limited

CIN: L51900MH1981PLC023931

Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 4 of 15

observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

- 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:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either 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. NSDLandyou will be re-directed to e-Votingwebsite of

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 5 of 15

• NSDL for casting your vote during the remote e-Voting period.

• If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

• 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 holding securities in demat mode with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by 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.

Email: info@empowerindia.in; Website: www.empowerindia.in

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

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3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.

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.

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. 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.com or call at 022 - 4886 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.com or contact at toll free no. 1800 22 55 33

Empower India Limited

CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139 Email: info@empowerindia.in; Website: www.empowerindia.in

Page 7 of 15

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 :

Your User ID details aregiven below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your 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:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,

Empower India Limited

CIN: L51900MH1981PLC023931

Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 8 of 15

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**

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

   • 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.

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

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

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

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

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

4. 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.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 9 of 15

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to Jaymin Modi on info@csjmco.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Sagar S. Gudhate at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to info@empowerindia.in. If you are an Individual shareholders 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.com 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.

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 10 of 15

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM NO. 1:

The Board of Directors (‘the Board’) upon recommendation of Nomination and Remuneration Committee, at the board meeting held on May 15, 2024, appointed Mr. Rajesh Chavan (DIN: 07011994) as an Additional Non-Executive Director of the Company as per the provisions of the Companies Act, 2013 and Articles of Association of the Company.

As per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a 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.

Accordingly, approval of the shareholders is sought to comply with the the “Listing Regulations”. Mr. Rajesh Chavan is eligible for appointment as a Non-executive Director liable to retire by rotation.

Mr. Rajesh Chavan has given his consent to act as a Director of the Company pursuant to Section 152 of the Act. He has further confirmed that he is neither disqualified nor debarred from holding the Office of Director under the Companies Act or pursuant to any Order issued by SEBI. The details of Mr. Rajesh Chavan as required under the provisions of Regulation 36(3) of the the “Listing Regulations”and other applicable provisions are provided in Annexure to this Notice.

The Board of Directors recommends the resolution no. 1 of this Notice, for appointment of Mr. Rajesh Chavan (DIN: 07011994) as a Non-Executive Non-Independent Director of the Company liable to retire by rotation, for approval of the Members.

Except Mr. Rajesh Chavan, none of the other Directors, Key Managerial Personnel and their relatives, are concerned or interested, financially or otherwise, in the said Resolution.

ITEM NO. 2:

On recommendation of the Nomination and Remuneration Committee, Ms. Fatima Razvi (DIN: 10665340), was appointed as an Additional Non-Executive Independent Director on the Board of the Company, w.e.f. July 04, 2024.

Your directors have proposed the appointment of Ms. Fatima Razvi (DIN: 10665340), as a NonExecutive Independent Director of the Company, for a period of five (5) years, and a resolution to that effect has been set out as Item No. 2 of this Notice. Ms. Fatima Razvi is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director.

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 11 of 15

She has also submitted a declaration of independence under Section 149(6) of the Companies Act, 2013 and under Regulation 16 of the the “Listing Regulations”. In the opinion of the Board, she fulfills the conditions specified in the Act and the rules made thereunder and also under the SEBI LODR Regulations for appointment as Independent Director and is independent of the Management.

Relevant details relating to appointment of Ms. Fatima Razvi (DIN: 10665340) as required by the Companies Act 2013, the “Listing Regulations” and Secretarial Standard-2 on Annual General Meetings are provided as an Annexure to this Notice.

Your Board recommends the Special Resolution set forth in Item No. 2 of the Notice for approval of the members.

None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution, except Ms. Fatima Razvi who is considered interested in the resolution for her appointment.

By the order of the Board For Empower India Limited

RAJGOPALA Digitally signed by RAJGOPALAN N SRINIVASA SRINIVASA IYENGAR Date: 2024.07.06 IYENGAR 12:51:19 +05'30'

_____

Rajgopalan Iyengar Director DIN: 00016496

Date: July 04, 2024 Place: Mumbai

Empower India Limited

CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139 Email: info@empowerindia.in; Website: www.empowerindia.in

Page 12 of 15

“ANNEXURE – I”

DETAILS OF DIRECTOR SEEKING SHAREHOLDERS APPROVAL FOR APPOINTMENT PURSUANT TO REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH CLAUSE 1.2.5 OF SECRETARIAL STANDARD SS- 2 ON GENERAL MEETINGS: -

Name of the Director	Rajesh Chavan	Fatima Razvi
DIN	07011994	10665340
Date of Birth	11/06/1977	26/11/1987
Age	47	37
Nationality	Indian	Indian
Qualification	Graduate	Graduate
Date of first appointment	May 15, 2024	July 04, 2024
No. of shares held in the Company	Nil	Nil
Brief resume & nature of expertise in specific functional areas	Mr. Rajesh Chavan has an experience of more than 10 years in the field of Finance & Management.	Ms. Fatima Razvi is a Arts graduate with expertise in Business Administration. Her experience would be beneficial for the growth of the Company.
Directorships held in other public limited companies	Nil	Nil
Relationship with other Directors / Key Managerial Personnel	None	None
Whether director is debarred from holding the office of Director by virtue of SEBI order	No	No

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

Page 13 of 15

POSTAL BALLOT FORM

[Please read the instructions carefully before completing the form in Block Letters]

Ballot No. ________

1. Name(s) of Shareholder (s),

:

1. Name(s) of the Joint-Holder(s), if any

:

1. Registered address of Shareholder :

2. Registered Folio No./DP ID No./Client ID No. :

3. No. of shares held :

I/We hereby exercise my/our vote in respect of the following resolutions to be passed through Postal Ballot for the businesses stated in the Notice of Postal Ballot dated July 04, 2024 of Empower India Limited (the “Company”) by convening/sending my/our assent or dissent to the said resolutions by placing a tick (√) mark in the appropriate column below:

Item No.	Description	No. of Shares	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
1.	TO REGULARIZE APPOINTMENT OF MR. RAJESH CHAVAN (DIN: 07011994) AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY.
2.	TO REGULARIZE APPOINTMENT OF MS. FATIMA RAZVI (DIN: 10665340) NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

Place: ________ Date: Signature of the Shareholder

Note: Please read the instructions printed overleaf carefully before exercising your vote.

For e-voting, please refer the instructions under “E-Voting Facility” in the Postal Ballot Notice attached herewith.

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139 Email: info@empowerindia.in; Website: www.empowerindia.in

Page 14 of 15

INSTRUCTIONS

1. Members desiring to exercise their vote by Postal Ballot Form are requested to carefully read the instructions mentioned herein and those mentioned in the Postal Ballot Notice and send the same to the Scrutinizer.

2. The envelopes containing the Postal Ballot Form should reach the Scrutinizer not later than the close of business hours i.e. on Friday, August 09, 2024 at 05.00 PM (IST) Postal Ballot Form(s) received after this date and time will be treated as if the reply from the Member has not been received.

3. The Postal Ballot Form should be completed and signed (as per the specimen signature registered with the Company / Depository) by the Member. Any unsigned or incomplete Postal Ballot Form will be liable to be rejected.

4. In case of joint holding, the Postal Ballot Form should be completed and signed by the first named Member and in the absence of such Member, by the next named joint-holder. There will be only one Postal Ballot Form for every folio irrespective of the number of joint Member(s).

5. In case of shares held by Companies, Trusts, Societies etc., a duly completed Postal Ballot Form should be signed by its authorized signatory. In such cases the Postal Ballot Form shall be accepted only if the same is accompanied by a Certified True Copy of the Board Resolution/Authorisation together with the specimen signature(s) of the duly Authorised Signatory(ies).

6. Assent or dissent to the proposed resolutions may be recorded by placing a tick mark (√) in the appropriate column. Postal ballot form bearing tick mark (√) in the column will render the form invalid. This Postal Ballot Form should be used for voting; no other form shall be accepted.

7. Any incomplete, unsigned, incorrectly completed, incorrectly ticked, defaced, torn, mutilated, overwritten, wrongly signed Postal Ballot Form will be liable to be rejected. The Postal Ballot shall not be exercised by a Proxy.

8. Voting Rights shall be reckoned on the Paid-up Value of shares registered in the name of the Member as on Friday, June 28, 2024.

9. Members are requested to fill the Postal Ballot Form in indelible ink and not in any erasable writing mode.

10. The Scrutinizer’s decision on the validity of Postal Ballot Form shall be final.

11. The Resolutions, if assented by requisite majority, shall be considered as passed on Friday, August 09, 2024 at 05.00 PM (IST).

Empower India Limited CIN: L51900MH1981PLC023931 Regd Office: 25 /25A, II Floor, 327, Nawab Building, D.N.Road, Fort, Mumbai – 400 001. Mobile/Helpdesk No.: 9702003139

Email: info@empowerindia.in; Website: www.empowerindia.in

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