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Endurance Technologies Limited — Proxy Solicitation & Information Statement 2025
Sep 11, 2025
62547_rns_2025-09-11_c4e58f02-b809-4c66-aceb-85dd791bba41.pdf
Proxy Solicitation & Information Statement
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ENDURANCE TECHNOLOGIES LIMITED
2nd Floor, Kumar Solitaire, S. No. 216B/218A/215A, Near Aga Khan Palace, Shastri Nagar, Nagar Road, Pune-411 006 (M.S.), India Tel: +91-20-68284200 Fax: +91-20-26680894 Website: www.endurancegroup.com CIN No. L34102MH1999PLC123296
11[th] September, 2025
BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Mumbai - 400 001 Bandra (E), Mumbai – 400 051 BSE Code: 540153 NSE Code: ENDURANCE
Sub.: Notice of Postal Ballot of Endurance Technologies Limited
Ref.: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
Dear Sir / Madam,
This is further to our letter dated 13[th] August, 2025 informing, inter alia , about the decision of the Board of Directors of the Company to conduct postal ballot for obtaining approval of the Members for the proposed appointment of Mr. Shyamak Ramyar Tata (DIN: 07297729) as an Independent Director of the Company with effect from 1[st] November, 2025.
We are enclosing the Notice of postal ballot dated 13[th] August, 2025 (“Notice”) for record. Detailed statement setting out the material facts regarding the aforesaid proposed appointment and instructions for e-voting form part of the Notice.
In this regard, we inform you the following with respect to the corporate action of postal ballot:
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Dispatch of Notice has commenced through electronic mode today i.e. on 11[th] September, 2025 to all its Members whose names appeared in the Register of Members / Beneficial Owners as of the close of business hours on Friday, 5[th] September, 2025 (“Cut-off Date”) and whose e-mail addresses are registered in the records of the Company or any of the depositories on Cut-off Date.
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The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to all its Members.
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The remote e-voting shall commence at 9.00 am (IST) on Monday, 15[th] September, 2025 and end at 5.00 pm (IST) on Tuesday, 14[th] October, 2025. The remote e-voting module shall be disabled thereafter and voting shall not be allowed beyond the said time and date.
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The results of postal ballot will be declared not later than Thursday, 16[th] October, 2025.
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The Notice is also being made available on the website of the Company at www.endurancegroup.com and the website of NSDL at www.evoting.nsdl.com.
You are requested to take the above information on record.
Thanking you,
Yours faithfully, For Endurance Technologies Limited Digitally signed by Sunil Sunil Naresh Lalai Naresh Lalai Date: 2025.09.11 14:54:26 +05'30'
Sunil Lalai Company Secretary, Compliance Officer and Head – Legal Membership no. A8078
Encl.: As above
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ENDURANCE TECHNOLOGIES LIMITED
CIN: L34102MH1999PLC123296
Regd. Office: E-92, MIDC Industrial Area, Waluj, Chh. Sambhajinagar – 431 136, Maharashtra Phone No.: 0240 2569737, Fax No.: 0240 2569703 Website: www.endurancegroup.com, E-mail: [email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]
TO THE MEMBERS OF THE COMPANY
Notice is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in accordance with the applicable guidelines / circulars / rules prescribed by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”) for holding general meetings / conducting postal ballot through e-voting, inter alia, including General Circular No. 09/2024 dated 19[th] September, 2024 issued by MCA and the Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated 3[rd] October, 2024 issued by SEBI and other relevant circulars issued from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India and any other applicable laws and regulations, if any, approval of the Members of the Company is being sought for the proposal contained in the resolution set out in this Notice of Postal Ballot (“Notice”).
In compliance with the aforesaid, Notice is being sent by the Company through electronic mode to its Members who have registered their e-mail addresses with the Company or their respective Depository Participants (“DPs”). Hard copy of the Notice along with Postal Ballot form and pre-paid business reply envelope will not be sent to the Members for this postal ballot and they are required to communicate their assent or dissent through electronic means by remote e-voting system only. This postal ballot is accordingly being initiated in compliance with the circulars issued by MCA, SEBI and the Listing Regulations.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, at its meeting held on 13[th] August, 2025 has appointed Mrs. Sarika Kulkarni, Practicing Company Secretary (Membership No. F8478 and COP No. 9045) and in her absence, Mr. Jayavant Bhave, Practicing Company Secretary (Membership No. F4266 and COP No. 3068), as the Scrutiniser for conducting the Postal Ballot in a fair and transparent manner.
The Company is pleased to offer e-voting facility to its Members to cast votes by electronic means. Members are requested to read the instructions in the Notes under the section “Voting through remote e-voting facility” at Sr. No. 15 in this Notice to cast vote by electronic means. The Company has appointed National Securities
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Depositories Limited (“NSDL”) to provide remote e-voting facility to the Members. The remote e-voting facility is available from 9.00 a.m. (IST) on Monday, 15[th] September, 2025 up to 5.00 p.m. (IST) on Tuesday, 14[th] October, 2025. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Members are requested to cast their vote within aforesaid date and time, failing which it will be considered that no vote has been received.
Based on Scrutiniser’s report, the results of remote e-voting will be declared on or before Thursday, 16[th] October, 2025 i.e. within two (2) working days from close of voting period. The declared results, along with the Scrutiniser’s report, will be available forthwith on the website of the Company i.e. www.endurancegroup.com under the section ‘Investor Relations’ and will also be forwarded to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where the equity shares of the Company are listed. NSDL, who has provided the platform for facilitating remote e- voting, will also display these results on its website i.e. www.evoting.nsdl.com.
Special Business:
Appointment of Mr. Shyamak Ramyar Tata (DIN: 07297729) as an Independent Director of the Company
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”), the rules framed thereunder read with Schedule IV to the Act and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (“Board”), Mr. Shyamak Ramyar Tata (DIN: 07297729), who meets the criteria of independence as specified under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received notices in writing under Section 160(1) of the Act, proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of five consecutive years, effective 1[st] November, 2025 up to and including 31[st] October, 2030.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act and the rules made thereunder, Mr. Shyamak Ramyar Tata be paid such fees and remuneration by way of commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time.
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RESOLVED FURTHER THAT the Board [including any Committees(s) thereof and / or any of the Director(s) and / or official(s) of the Company, duly authorised by the Board] be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”
By Order of the Board of Directors
Date: 13[th ] August, 2025 Place: Chh. Sambhajinagar
Sunil Lalai Company Secretary, Compliance Officer and Head – Legal Membership No.: A8078
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NOTES:
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A statement setting out the material facts pursuant to Section 102 and other applicable provisions, if any, of the Act pertaining to the resolution on the appointment of Mr. Shyamak Ramyar Tata as an Independent Director, is annexed herewith.
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In compliance with the circulars issued by MCA and SEBI, as referred above, the Company is sending this Notice to the Members in electronic form only. The communication of assent or dissent of the Members shall take place through the process of remote e-voting only.
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The Notice is being sent only through e-mail to those Members whose names appear in the Register of Members of the Company or the Register of Beneficial Owners maintained by the depositories viz. National Securities Depository Limited (“NSDL”) or Central Depository Services (India) Limited (“CDSL”) as on Friday, 5[th] September, 2025 (“Cut-off Date”) and whose e-mail IDs are registered in the records of the Company or the depositories, as on the Cut-off Date.
Members may note that the Notice is also available on the website of the Company i.e. www.endurancegroup.com, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, and on the website of NSDL at www.evoting.nsdl.com.
A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.
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After dispatch of the Notice through e-mail, advertisement shall be published in one English daily newspaper having country-wide circulation and in one Marathi newspaper, having wide circulation in Chh. Sambhajinagar and will also be uploaded on the website of the Company i.e. www.endurancegroup.com.
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Members desirous of receiving communication from the Company in electronic form are requested to approach their DPs to register their e-mail IDs in their demat account details as per the process defined by the respective DPs.
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The voting rights of Members shall be in proportion to their share in the paidup equity share capital of the Company as on the Cut-off Date.
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All document(s) mentioned in the Notice will be available for electronic inspection without any fee, on all working days from the date of circulation of this Notice up to the date of conclusion of remote e-voting period i.e. up to 14[th] October, 2025. Members who wish to inspect the relevant document(s) may send an e-mail to [email protected] by mentioning their DP ID and Client ID, and the documents they wish to inspect.
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The last date specified in this Notice for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
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Entire shareholding of the Company held by its Members is in dematerialised form.
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Contact details of the person responsible to address the queries / grievances connected with the voting by electronic means, if any:
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i. Mr. Sunil Lalai, Company Secretary, Compliance Officer and Head – Legal, Endurance Technologies Limited, E-92, MIDC Industrial Area, Waluj, Chh. Sambhajinagar – 431 136, Maharashtra, Contact: +91 (240) 2569737, E- mail: [email protected].
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ii. Mr. Sagar Gudhate, Senior Manager – NSDL at [email protected]. In case of any queries, Members may refer the Frequently Asked Questions (FAQs) and e-voting user manual available in the ‘download’ section at https://www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000.
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To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address, any other details or demise of any Member, as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the DPs concerned and holdings should be verified from time to time.
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The Investors Education and Protection Fund Authority (“IEPFA”) has launched a campaign - “Saksham Niveshak”, to reach out to Members whose dividends remain unclaimed or Know your Customer (“KYC”) records are not updated.
In view of the above, Members concerned are requested to claim their dividends and / or update KYC details at the earliest, to avoid transfer of their entitlements to the IEPFA. For updating KYC, relevant form(s) can be downloaded from https://web.in.mpms.mufg.com/KYC-downloads.html. Kindly submit the same duly filled and signed with the Company’s Registrar and Transfer Agent (“RTA”) at:
MUFG Intime India Private Limited ( formerly Link Intime India Private Limited) Unit: Endurance Technologies Limited C 101, 1[st] Floor, C Tower, 247 Park, L B S Marg, Vikhroli West, Mumbai – 400 083 Contact No.: 810 811 6767; Toll-free No.: 1800 1020 878 E-mail: [email protected]
Details of unclaimed dividend / shares that are due for transfer to IEPFA are available at https://www.endurancegroup.com/investor-relation/unclaimedunpaid-dividends/.
In case of any queries, Members may reach out to the Company at [email protected] or raise service request with RTA at https://web.in.mpms.mufg.com/helpdesk/Service_Request.html or can also register and track requests on RTA’s SWAYAM portal at https://swayam.in.mpms.mufg.com.
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The Scrutiniser shall after conclusion of remote e-voting submit report to the Chairman of the Company or the person authorised by him. The result of Postal Ballot will be declared by the Chairman or the official authorised by him, in this regard, not later than Thursday, 16[th] October, 2025 i.e. within two working days of the conclusion of remote e-voting.
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The result in respect of the resolution as set out in the Notice, so declared, along with the Scrutiniser’s report will be communicated to the Stock Exchanges, not later than Thursday, 16[th] October, 2025 and will be uploaded on the website of
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the Company i.e. www.endurancegroup.com and of NSDL i.e. www.evoting.nsdl.com . The said results will also be displayed at the Registered Office of the Company.
15. INSTRUCTIONS FOR MEMBERS ON REMOTE E-VOTING ARE AS UNDER:
The procedure to vote electronically on NSDL e-voting system consists of “Two Steps” as mentioned below:
Step 1: Access to NSDL e-voting system
A. Login method for e-voting for individual Members holding securities in demat form
In terms of the SEBI circular dated 9[th] December, 2020 on e-voting facility to be provided by listed companies, individual Members holding securities in demat mode are allowed to vote through their demat account maintained with DPs. Members are advised to update their mobile number and e-mailid in their demat accounts in order to access e-voting facility.
Login method for individual Members holding securities in demat mode:
| Type of Members |
Login Method | Login Method |
|---|---|---|
| Individual Members holding securities in demat mode with NSDL |
1. 2. 3. 4. |
For OTP based login, click onhttps://eservices.nsdl.com/SecureWeb/evoting/evoti nglogin.jsp.Enter your 8-character DP ID, 8-digit Client Id, PAN, verification code and generate OTP. Enter the OTP received on registered email id / mobile number and click on login. After successful authentication, you will be redirected to NSDL depository site wherein you can see e- voting page. Click on the 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. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on mobile. On the e-Services home page, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt the Member to enter his / her existing User ID and Password. After successful authentication, Member will be able to see e-voting services under Value Added Services. Click on “Access to e-voting” under e-voting services and Member will be able to see e-voting page. Click on the Company’s name or e-voting service provider i.e. NSDL and Member will be re-directed to e-voting website of NSDL for casting his / her vote during the remote e-voting period. If a Member is 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.j sp. Visit the e-voting website of NSDL. Open web browser by typing https://www.evoting.nsdl.com either on a |
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| Type of Members |
Login Method | Login Method |
|---|---|---|
| 5. | 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. Member will have to enter his / her User ID (i.e. Member’s 16 character demat account number held with NSDL), Password / OTP and a verification code as shown on the screen. After successful authentication, Member will be redirected to NSDL depository site wherein Member will be able to see e- voting page. Click on Company name or e-voting service provider i.e. NSDL and Member will be redirected to e- voting website of NSDL for casting his / her vote during the remote e-voting period. Members can also download NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience. |
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| Individual Members holding securities in demat mode with CDSL |
1. 2. 3. 4. |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user ID and password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website -www.cdslindia.com and click on login icon and New System Myeasi Tab and then use existing my easi username and password. 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 the Company. Upon clicking the e-voting option, the user will be able to see e-voting page of NSDL for casting his / her vote during the remote e-voting period. Additionally, links are also provided to directly access the website of all e-voting service providers. If the user is not registered for Easi / Easiest, option to register is available at website of CDSL i.e. www.cdslindia.com by clicking on login and 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 from an e- voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered mobile and 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 will also be able to directly access the system of all e- voting service providers. |
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| Type of Members |
Login Method |
|---|---|
| Individual Members (holding securities in demat mode) login through their DPs |
Users can also login using the login credentials of his / her demat account through their respective DP registered with NSDL / CDSL for e-voting facility. Upon logging in, user will be able to see e-voting option. Click on e-voting option and user will be redirected to the site of respective depository after successful authentication, wherein e-voting feature can be accessed. Click on the name of the Company or that of e- voting service provider i.e. NSDL and Member will be redirected to e-voting website of NSDL for casting vote. |
Important note:
Members who are unable to retrieve User ID / Password are advised to use ‘Forgot User ID’ and ‘Forgot Password’ options available on the website of respective depositories viz . NSDL at https://www.evoting.nsdl.com and CDSL at www.cdslindia.com.
Helpdesk for individual Members holding securities in demat mode for any technical issues relating to login through respective depository i.e. NSDL or CDSL.
| Logintype | Helpdesk details | |
|---|---|---|
| Individual Members holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022 - 4886 7000 |
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| Individual Members holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll freeno.1800 2109911 |
B. Login method for e-voting for Members other than individual Members holding securities in demat mode
Procedure for logging-in to e-voting website of NSDL
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Visit the e-voting website of NSDL. Open web browser by typing https://www.evoting.nsdl.com either on personal computer or on mobile.
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Once home page of the e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.
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A new screen will open. Members will have to enter their User ID, Password / OTP and a verification code as shown on the screen.
Alternatively, if Member is registered for NSDL e-SERVICES i.e. IDeAS, it can log-in at https://eservices.nsdl.com/ with the existing IDeAS login. Once the Member has logged-in to NSDL e-SERVICES after using the log-in credentials, click on e-voting and Member can proceed to Step 2 i.e. Instructions to cast vote electronically on NSDL’s e-voting system.
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User ID details for Members are given below:
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Manner of holding shares i.e. User ID is: Demat (NSDL or CDSL) a. For Members who hold shares 8 Character DP ID followed by 8 in demat account with NSDL. Digit Client ID For example, if Member’s DP ID is IN300 and Client ID is 12 then Member’s user ID is IN30012**.
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b. For Members who hold shares 16 Digit Beneficiary ID in demat account with CDSL. For example, if Member’s Beneficiary ID is 12** then Member’s user ID is 12**
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Password details for Members other than individual Members:
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a) Members who have already registered for e-voting, can use their existing password to login and cast vote.
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b) If a Member is using NSDL e-voting system for the first time, ‘initial password’ will have to be retrieved which is communicated to the Member in the manner mentioned below. Once the ‘initial password’ is retrieved, enter the same and the system will prompt the member to change its password.
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c) The manner to retrieve ‘initial password’:
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(i) If Member’s e-mail ID is registered in its demat account or with the Company, the ‘initial password’ is communicated to the Member on registered e-mail ID through an encrypted file. The password to open the .pdf file is the Member’s 8-digit Client ID for NSDL account, last 8 digits of Client ID for CDSL account. The .pdf file contains Member’s ‘User ID’ and ‘initial password’.
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(ii) If Member’s e-mail ID is not registered, please follow the steps mentioned below.
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If a Member is unable to retrieve the password or has not received the ‘Initial password’ or has forgotten the password, please follow the steps mentioned below:
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a) Click on “Forgot User Details/Password?” option available on https://www.evoting.nsdl.com.
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b) If Member is still unable to get the password, he / she can send a request at [email protected] mentioning demat account number, PAN, name and registered address.
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c) Members can also use OTP based login for casting the votes on the e-voting system of NSDL.
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After entering password, select the check-box ‘Agree’ to “Terms and Conditions”.
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Click on “Login” option.
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Thereafter, home page of e-voting will open.
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Step 2: Instructions to cast vote electronically on NSDL’s e-voting system:
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After successful login at Step 1, Members will be able to see all the companies “EVEN” where he / she is a Member and whose voting is active.
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Select “EVEN” of the Company.
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The Member will be ready to cast their vote as soon as the e-voting page opens.
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Member can cast vote by selecting appropriate option i.e. assent or dissent, verify / modify the number of shares for which the Member wishes to cast vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed. 6. Member can also take printout of the votes cast by them by clicking on the print option on the confirmation page.
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Once vote on the resolution is confirmed, Member will not be allowed to modify the same.
General Guidelines for Members
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A. Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy in .pdf / .jpg format of the relevant Board Resolution / Power of Attorney / Letter of Authority, etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote in terms of Section 113 of the Act, by e-mail to the Company at [email protected], or to the Scrutiniser at [email protected] with a copy marked to [email protected]. Institutional Members (i.e. other than individuals, HUF, NRI, etc.) can also upload their Board Resolution / Power of Attorney / Letter of Authority, etc. by clicking on "Upload Board Resolution / Letter of Authority" displayed under "e-voting" tab in their login.
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B. It is recommended not to share password with any other person and to keep the same confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, user will need to go through the “Forgot User Details / Password?” or “Physical User Reset Password?” options as available on https://www.evoting.nsdl.com , to reset the password.
Procedure for Members whose e-mail IDs are not registered with the Depositories for procuring user ID and password, and registration thereof for e-voting for the resolution set out in this Notice:
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Please provide DP ID and Client ID, name, client master or copy of consolidated account statement, self-attested scanned copy of PAN, selfattested scanned copy of Adhaar Card to [email protected]. If Member is an individual holding securities in demat mode, he / she is requested to refer to the login method explained at Step 1 (A) i.e. Login method for e-voting for individual Members holding securities in demat mode.
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Alternatively, Members may send a request to [email protected] for procuring user ID and password for e-voting by providing above mentioned documents.
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ANNEXURE TO THE NOTICE
A Statement pursuant to Section 102 of the Companies Act, 2013 setting out all the material facts relating to resolution proposed in the Notice.
Appointment of Mr. Shyamak Ramyar Tata (DIN: 07297729) as an Independent Director of the Company
The Board of Directors of the Company (“Board”) at its meeting held on 13[th] August, 2025, based on the recommendation of the Nomination and Remuneration Committee, has recommended to the Members of the Company, the appointment of Mr. Shyamak Ramyar Tata as an Independent Director, in terms of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 (“Act”), rules framed thereunder read with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) including any statutory modification(s) or re-enactment(s) thereof for the time being in force, to hold office for a period of five consecutive years from 1[st] November, 2025 up to and including 31[st] October, 2030, not liable to retire by rotation.
In this regard, the Company has received Notices under Section 160(1) of the Act from Members proposing his candidature for being appointed as a Director of the Company.
Information relating to Mr. Shyamak Ramyar Tata including his profile is given below for perusal of the Members:
| Name | Mr. Shyamak Ramyar Tata |
|---|---|
| Date ofappointment | 1stNovember, 2025 |
| DIN | 07297729 |
| Date of Birth/Age | 11th July,1963 / 62 years |
| Designation | IndependentDirector |
| Qualification | Fellow Member of the Institute of Chartered Accountants of India, a Certified Information Systems Auditor, a Company Secretary and a Commerce graduate from the Mumbai University. |
| Experience and nature of expertise |
Mr. Shyamak Ramyar Tata was the Chairperson of Deloitte India from 2019 to 2021 and has over 35 years of experience serving large Indian and multinational companies. In his executive roles, he has previously led the Audit & Assurance (“A&A”) practice of Deloitte India (2015-2019) at the crucial time of India's first ever mandatory auditor rotation transition and was responsible for its performance and execution of the strategy including the build out of Assurance in A&A. Prior to this, he was Deloitte India's Consumer Business Industry Leader (2007-2015) responsible for focusing on opportunities and growth across the multi- disciplinary practice. Mr. Tata began his professional journey with A F Ferguson & Co. where he was managing audit and audit-related engagements of listed companies and other multinational corporations. He was inducted into the partnership in 1998. In 2002, Mr. Tata set up the Firm's Sarbanes readiness practice and led engagements both within India and across continents. A F Ferguson & Co. became part of the Deloitte India network in 2004, when he took on the integration responsibility for talent and of audit learning. Mr. Tata has been a committee member with the Confederation of Indian Industry (“CII”) on Financial Reporting and on Governance. He was the Chairperson of CII’s Financial Reporting Committee for two years till the financial year 2021-22. |
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| Nature of skills / expertise / competence in specific areas of the Company |
i. Strategy and Planning, ii. Business Management, iii. Financial knowledge and expertise, iv. Law and Governance |
|---|---|
| Relationship with other Directors and Key Managerial Personnel of the Company |
None |
| Directorship(s) in other listed companies |
i. Siemens Limited; ii. Thermax Limited; and iii. Hawkins Cookers Limited |
| Membership / Chairmanship in Committees of the Company |
None |
| Membership / Chairmanship of Committees of other companies |
i. Siemens Limited: a. Audit Committee - Chairman b. Stakeholders’ Relationship Committee - Chairman c. Nomination and Remuneration Committee - Chairman d. Risk Management Committee - Member ii. Thermax Limited: a. Audit Committee - Chairman b. Risk Management Committee - Member c. Corporate Social Responsibility Committee - Member iii. Hawkins Cookers Limited: a. Audit Committee - Chairman b. Nomination and Remuneration Committee - Member c. Risk Management Committee - Member iv. C&S Electric Limited: a. Audit Committee - Member b. Nomination and Remuneration Committee - Member v. Thermax Babcock and Wilcox Energy Solutions Limited: Audit and Risk Management Committee - Member |
| Shareholding in the Company including shareholding as a beneficialowner |
None |
| Attendance at the Board meetings held during the financialyear2024-25 |
Not Applicable |
| Proposed Remuneration | Mr. Tata shall be entitled to sitting fees for attending Board and Committee meetings (as and when co-opted as a member) and remuneration by way of commission as computed under the applicable provisions of the Act and as decided by the Board. The commission decided by the Board shall be within the overall monetary limits approved by the Members of the Company for its non-executive directors, which is up to a limit of 1% of the Company’s net profits. |
| Remuneration drawn in the financialyear2024-25 |
Not Applicable |
| Terms and conditions of appointment |
It is proposed to appoint Mr. Tata as an Independent Director of the Companyfora period of five consecutive yearsfrom 1st |
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| November, 2025 up to and including 31stOctober, 2030 and shall not be liable to retire by rotation. |
|
|---|---|
| Listed entities from which Mr. Tata has resigned as director in the past three years |
None |
Mr. Tata possess the skills and capabilities required, as mentioned in the aforesaid table, for the role of an Independent Director of the Company. Mr. Tata’s extensive career spans across leadership roles in both Indian and multinational companies including those in the automotive and manufacturing sector making his profile relevant to the Company’s line of business.
The Board of Directors is of the opinion that appointment of Mr. Tata will further strengthen the Board’s oversight capabilities, particularly in areas of governance, risk management, audit and ESG. Further, his experience and expertise will also support the Company in achieving sustainable and balanced growth amid the evolving regulatory and business environment. Mr. Tata fulfils the conditions specified in the Act and the rules framed thereunder for his appointment as an Independent Director and he is independent of the management.
Mr. Tata has provided a declaration to the Board that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the Listing Regulations. Further, the Company has also received the following declarations / confirmations from him:
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i. consent in writing to act as Director;
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ii. declaration that he is not disqualified under Section 164(2) of the Act; and
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iii. declaration to the effect that he is not debarred from holding the office of Director pursuant to any order issued by the SEBI or any other such authority.
A copy of the draft letter for appointment of Mr. Tata as an Independent Director, setting out the terms and conditions of appointment, will be available for electronic inspection without any fee by the Members, on working days from the date of circulation of this Notice up to the conclusion of remote e-voting i.e. up to 14[th] October, 2025. Members seeking to inspect such documents can send an e-mail to [email protected].
Accordingly, the Board recommends the Special Resolution set out in this Notice, pertaining to appointment of Mr. Tata as an Independent Director, not liable to retire by rotation, for approval of the Members.
None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives, are deemed to be concerned or interested in the said resolution.
By Order of the Board of Directors
Date: 13[th ] August, 2025 Place: Chh. Sambhajinagar
Sunil Lalai Company Secretary, Compliance Officer and Head – Legal Membership No.: A8078
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