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Envair Electrodyne Ltd. Proxy Solicitation & Information Statement 2026
63730_rns_2026-06-02_3b4eb6e7-7e63-4039-925a-39492b9b6cb1.pdf
Proxy Solicitation & Information Statement
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ENVAIR ELECTRODYNE LTD.
Envair
ELECTRODYNE
Enriching Environment
Date: 02-06-2026
To,
The Stock Exchange, Mumbai
Phiroze Jeejeebhoy Towers,
Floor 25, P. J. Towers,
Dalal Street, Mumbai 400 001
Scrip Code: 500246
Sub: Intimation under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, this is to inform you that the Company is in process of issuing postal ballot notice to its members for seeking their approval by way of Special Resolution on the following proposal:
a) APPROVAL FOR SALE / DISPOSAL OF OVERSEAS INVESTMENT HELD IN ALLIANCE ASIA PAC PTE. LTD., SINGAPORE:
In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Company/Depositories as on the cut-off date i.e. Friday, 29th May, 2026.
The Remote e-voting period commences on 10:00 a.m. (IST) on Thursday, June 4th 2026 and ends at 5:00 p.m. (IST) on Friday, July 3rd 2026. The Notice is also available on the website of the Company: www.envair.in, the relevant section of the website of BSE Limited ("BSE"): www.bseindia.com and on website of MUFG https://instavote.linkintime.co.in.
We request you to kindly take note of the same.
Thanking You,
Yours faithfully,
For Envair Electrodyne Limited
AVNEET
KAUR
Avneet Kaur
Company Secretary & Compliance Officer
M. No.- A60841
Regd Office & Head Office: OFFICE NO 123, WING A SOHRAB HALL, 21 SASOON ROAD Pune- 411001, CIN: L29307MH1981PLC023810, EMAIL: [email protected], Visit us at: www.envair.in
ENVAIR ELECTRODYNE LTD.
E L I N T I C E
Enriching Environment
Regd Office & Head Office: OFFICE NO 123, WING A SOHRAB HALL, 21 SASOON ROAD Pune-411001
CIN: L29307MH1981PLC023810, EMAIL: [email protected], Visit us at: www.envair.in
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)
Dear Member(s),
Notice is hereby given that the resolutions set out below are proposed for approval by the Members of M/s. Envair Electrodyne Limited ("the Company") by means of Postal Ballot, only by remote e-voting process ("e-voting") being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 ("the Act"), Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs ("MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time). the resolution(s) set out in this Notice are proposed to be passed by the Members of Envair Electrodyne Limited ("the Company") by means of Postal Ballot, only by remote e-voting process ("remote e-voting" or "e voting").
The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached. Further, additional information as required under the Listing Regulations is also attached. In compliance with the aforesaid MCA and SEBI Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company's Registrar and Share Transfer Agent ("RTA")/ Depository Participant(s). The communication of assent or dissent of the Members would take place only through the remote evoting system and the hard copy of Postal Ballot Notice (along with postal ballot forms) and prepaid business envelope through post will not be sent to the Members for this Postal Ballot.
The Company has engaged the services of Instavote (hereinafter referred to as "Instavote" or "Service Provider") for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA and SEBI Circulars, the Company has made necessary arrangements with M/s ("RTA") to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The Board of Directors has appointed Mr. Rajeev Kumar Sanger (Membership No. FCS 13092), Proprietor of M/s. Sanger & Associates, Company Secretaries, as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
The Company has engaged the services MUFG Intime India Private Limited ("MUFG Intime" or "Registrar and Transfer Agent") as the agency to provide e-voting facility to enable the Members to cast their votes electronically, instead of filling and dispatching the postal ballot form. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically.
The votes can be cast not later than 5:00 p.m. (IST) on Friday, July 3rd 2026.
The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman or any person authorized by him. The results of e-voting will be displayed on the Company's website at http://www.envair.in/ and the website of RTA. The results will be communicated to the Stock Exchange.
APPROVAL FOR SALE / DISPOSAL OF OVERSEAS INVESTMENT HELD IN ALLIANCE ASIA PAC PTE. LTD., SINGAPORE:
To consider and if thought fit, to pass the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 180(1)(a), Section 179 and Section 186 (to the extent applicable) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, and in accordance with the provisions of the Foreign Exchange Management Act, 1999 read with the Foreign Exchange Management (Overseas Investment) Rules, 2022, and subject to compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules, regulations and guidelines, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any Committee thereof) to sell, transfer, or otherwise dispose of the Company's entire 19.33% equity stake (1,43,750 shares@ 1.55 USD per share) held in Alliance Asia Pac Pte. Ltd., Singapore ("Investee Company"), in one or more tranches, to Mr. Anil Nagpal and Mr. Harish Kumar Aggarwal Promoters equally (hereinafter collectively referred to as the "Acquirers"), on such terms and conditions as the Board may deem fit in the best interest of the Company upon completion of the Proposed Transaction, in the manner set out in the Share Purchase Agreement.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper or expedient for the purpose of giving effect to this resolution, including, without limitation, making necessary filings with the Reserve Bank of India through the Authorized Dealer Bank under applicable FEMA regulations, making necessary disclosures to BSE Limited, complying with all applicable statutory, regulatory and contractual requirements, and settling any questions, difficulties or doubts that may arise in regard to the aforesaid transaction.
RESOLVED FURTHER THAT in terms of applicable provisions of the SEBI Listing Regulations, FEMA Regulations and the Companies Act, 2013 approval of the members of the Company be granted to the terms and conditions contained in the Framework Agreement, including but not limited to the following:
(a) Envair Electrodyne Limited ("the company") shall receive an aggregate consideration of aggregating 2.12 Crores from Mr. Harish Kumar Agarwal & Mr. Anil Nagpal (Promoters) in equal proportion in accordance with the FEMA Regulations and other applicable laws and with suitable adjustments, including as may be necessary which tranche is due within 30 days of completion of the agreed conditions, including but not limited to obtaining the approval of the shareholders of the Company.
(b) The consideration may be paid by the Mr. Harish Kumar Agarwal & Mr. Anil Nagpal equally through cash mode as may be permissible under applicable laws and as may be mutually agreed between the Parties.
Date:28-05-2026
Place:Chandigarh
By Order of Board
For Envair Electrodyne Limited
Sd/-
Anil Nagpal
Managing Director
DIN:01302308
SHAREHOLDER INSTRUCTIONS FOR E-VOTING
NOTES:
-
The Statement pursuant to Section 102 of the Companies Act, 2013 and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is enclosed herewith and forms part of this Notice.
-
In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, May 29th, 2026 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
-
It is however clarified that all members of the Company as on the Record Date (including those members who may not have received this Notice due to non-registration of their e-mail IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified in the Notice. For this purpose, such members may refer to the instructions.
-
Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a Member after the Cut-Off Date should treat this notice for information purpose only. Voting rights of a Member/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his / her / its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
-
The vote in this Postal Ballot cannot be exercised through proxy.
-
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-voting Facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The Company has engaged the services of MUFG Intime India Private Limited (Instavote) as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.
-
The Special resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Friday, July 3rd 2026.
-
Process for registration of e-mail address Members who have not registered their email IDs, are requested to register their email IDs with their Depository Participants in respect of shares held in electronic form and in respect of shares held in physical form, members are requested to register / update their email IDs with the Company / RTA by submitting Form ISR-1 (available on the website of the Company at www.envair.in) duly filled and signed along with requisite supporting documents to [email protected] or [email protected] or Company's RTA's office at C 101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083 for receiving all the communications including annual report, notices, letters etc., in electronic mode from the Company.
- Voting through electronic means In compliance with the provisions of Section 108, Section 110 and other applicable provisions of the Act read with Rules made thereunder, Regulation 44 of the SEBI Listing Regulations and the MCA Circulars read with Section VI-C of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended, and SS-2 and any amendments thereto, 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 hereunder in this Note. Members of the Company holding Equity shares either in physical form or in electronic form as on the Cut-Off Date i.e. Friday, May 29th, 2026 may cast their vote by Remote e-voting. The Remote e-voting period commences on 10:00 a.m. (IST) on Thursday, June 4th 2026 and ends at 5:00 p.m. (IST) on Friday, July 3rd 2026. The Remote e-voting module shall be disabled by MUFG Intime for voting thereafter. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently. Pursuant to Section VI-C of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 on 'e-voting facility provided by listed entities', Remote e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / Depository Participants in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the Remote e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and email ID in their demat accounts to access e-voting facility. The following options shall be provided to the shareholders: In case shareholders/ members have any queries regarding login/ Remote e-voting, they may send an email to [email protected]. In case of any queries, you may contact the Company at [email protected] or at its Registered Office, alternatively you may contact the Registrar and Share Transfer Agent, MUFG Intime India Private Limited at [email protected] or at their address: C 101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. Tel: +91 810 811 8484, Fax: +91 22 6656 8494, Toll Free No.: 1800 2100 124.
THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:
Remote e-Voting Instructions for shareholders:
In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, 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 correctly in their demat accounts to access remote e-Voting facility.
Login method for Individual shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL OTP based login
a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - NSDL IDEAS facility
Shareholders registered for IDEAS facility:
a) Visit URL: https://eservices.nsdl.com and click on "Beneficial Owner" icon under "IDeAS Login Section".
b) Enter IDeAS User ID, Password, Verification code & click on "Log-in".
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on "Access to e-Voting" under e-Voting services.
d) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for IDeAS facility:
a) To register, visit URL: https://eservices.nsdl.com and select "Register Online for IDeAS Portal" or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on "Submit".
c) Enter the last 4 digits of your bank account / generate 'OTP'
d) Post successful registration, user will be provided with Login ID and password.
e) Follow steps given above in points (a-d)
Shareholders/ Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
METHOD 3 - NSDL e-voting website
a) Visit URL: https://www.evoting.nsdl.com
b) Click on the "Login" tab available under 'Shareholder/Member' section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on "Login".
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode with CDSL
METHOD 1 - CDSL e-voting page
a) Visit URL: https://www.cdslindia.com.
b) Go to e-voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on "Submit".
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - CDSL Easi/Easiest facility:
Shareholders registered for Easi/ Easiest facility:
a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on "Login" and select "My Easi New (Token)".
b) Enter existing username, Password & click on "Login".
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for Easi/ Easiest facility:
a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration/ https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).
Individual Shareholders holding securities in demat mode with Depository Participant.
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.
a) Login to DP website
b) After Successful login, user shall navigate through "e-voting" option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period. Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.
Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP on InstaVote
Shareholders registered for INSTAVOTE facility:
a) Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab.
b) Enter details as under:
- User ID: Enter User ID
- Password: Enter existing Password
- Enter Image Verification (CAPTCHA) Code
- Click "Submit".
(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions")
Shareholders not registered for INSTAVOTE facility:
a) Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:
- User ID: Enter User ID
- PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
- DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format.
- Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders, holding shares in NSDL form, shall provide 'point 4' above.
Shareholders, holding shares in CDSL form, shall provide 'point 3' or 'point 4' above.
Shareholders, holding shares in physical form but have not recorded 'point 3' and 'point 4', shall provide their Folio number in 'point 4' above.
- Set the password of your choice.
(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter). - Enter Image Verification (CAPTCHA) Code.
- Click "Submit" (You have now registered on InstaVote).
Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points (a-b).
STEP 2: Steps to cast vote for Resolutions through InstaVote
A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for e-voting".
B. Select 'View' icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
D. After selecting the desired option i.e. Favour / Against, click on 'Submit'.
E. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.
NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.
Guidelines for Institutional shareholders ("Custodian / Corporate Body / Mutual Fund")
STEP 1 - Custodian / Corporate Body / Mutual Fund Registration
A. Visit URL: https://instavote.linkintime.co.in
B. Click on "Sign Up" under "Custodian / Corporate Body / Mutual Fund"
C. Fill up your entity details and submit the form.
D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person's email ID. (You have now registered on InstaVote)
STEP 2 - Investor Mapping
A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on "Investor Mapping" tab under the Menu section
C. Map the Investor with the following details:
1) 'Investor ID' - Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) 'Investor's Name - Enter Investor's Name as updated with DP.
3) 'Investor PAN' - Enter your 10-digit PAN.
4) 'Power of Attorney' - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be - DP ID and Client ID or 16 Digit Beneficiary ID. Further, Custodians and Mutual Funds shall also upload specimen signatures.
D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report section".
STEP 3 - Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on "Votes Entry" tab under the Menu section.
c) Enter the "Event No." for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under "On-going Events".
d) Enter "16-digit Demat Account No.".
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link). After selecting the desired option i.e. Favour / Against, click on 'Submit'.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 - VOTES UPLOAD
a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see "Notification for e-voting".
c) Select "View" icon for "Company's Name / Event number".
d) E-voting page will appear.
e) Download sample vote file from "Download Sample Vote File" tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under "Upload Vote File" option.
g) Click on 'Submit'. 'Data uploaded successfully' message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.
HELPDESK:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 - 4918 6000.
Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 request at [email protected] 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 request at [email protected] or contact at toll free no. 1800 22 55 33 |
Forgot Password:
Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
- Click on “Login” under ‘SHARE HOLDER’ tab.
- Further Click on “forgot password?”
- Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
- Click on “SUBMIT”.
In case Custodian / Corporate Body / Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
- Click on ‘Login’ under “Custodian / Corporate Body / Mutual Fund” tab
- Further Click on “forgot password?”
- Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
- Click on “SUBMIT”.
In case shareholders have a valid email address, Password will be sent to his/her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password: Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions - Shareholders
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
- During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event.
STATEMENT
PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1:
Proposed Transaction:
The Members of the Company are informed that Envair Electrodyne Limited, the Company had made an overseas investment in M/s ALLIANCE ASIA-PAC PTE. LTD having registered office at Building 138 Robinson Road #02-26, Oxley Tower, Singapore. Considering the strategic/business/commercial requirements of the Company and after evaluating the performance and future prospects of the overseas investment, that the Board of directors in their meeting held on 28th May 2026 and Audit committee in their meeting held on 28th May 2026 have approved the sale/disposal of overseas investment held in Alliance Asia Pac Pte Ltd., Singapore to sell, transfer, assign or otherwise dispose of the Company's entire 19.33% equity stake (1,43,750 @ 1.55 USD per share) held in Alliance Asia Pac Pte. Ltd., Singapore ("Investee Company") subject to approval of the members and such statutory approvals as may be required. Pursuant to Section 180(1)(a) of the Act the board of directors of a company is permitted to exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company only with the approval of the members of the company by way of a special resolution.
Important details regarding the transaction is given below:
Alliance Asia-Pac Pte. Ltd. - Singapore Incorporated since April 2022 is an intermediate holding Company owning the Soap Manufacturing Plant in North Sumatra, KEK Sei Mangkei, Indonesia. The entity in Indonesia is called PT Alliance Consumer Products Indonesia and has a soap manufacturing business and the factory is operational since Oct 2022. The major customer is Unilever PLC. (its subsidiaries and affiliates). The Turnover including other income of Alliance Asia Pac Pte Ltd was 17,936.97 USD and net worth is 90,39,742 USD in Fy 2024-25.
| Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise) | Alliance Asia Pac Pte. Ltd. is related to promoters of company. Currently Envair Electrodyne Limited holds 19.33% share capital. |
|---|---|
| Country of Incorporation | Singapore |
| Nature of Securities Held | Equity Shares |
| Number of Shares Held | 143,750 Equity Shares |
| Percentage Holding: | 19.33% of the Equity Share Capital |
| Particulars of Transaction: | Sale/Transfer of the Company's entire shareholding |
| Name of Purchaser | Shares equally transfer to Mr. Harish Kumar Agarwal (Promoter) Mr. Anil Nagpal (Promoter) |
| Proposed Sale Consideration | @1.55 USD per share |
| Basis of Valuation | Valuation report received from S.M. Bhat & Associates |
| Expected Timeline for Completion | After completion of postal ballot i.e 3rd July 2026 |
Accordingly, the fair value per share of Alliance Asia Pac Pte Ltd of USD 1.55 for the Proposed Transaction has been recommended and approved by the Audit Committee and also approved by Board of Directors of the Company, subject to receipt of requisite approvals, including but not limited to obtaining the approval of the Company's Shareholders. Accordingly, the Company subject to FEMA Regulations and other applicable laws and receipt of requisite approvals, offered to provide full exit to Envair Electrodyne, for it's entire 19.33% equity holding in Alliance Asia Pac Pte Ltd.
The proposed divestment is intended to:
(a) optimize the Company's investment portfolio;
(b) unlock value from the overseas investment;
(c) strengthen liquidity and financial resources of the Company; and/or
(d) enable greater focus on the Company's core business operations.
The Board believes that the proposed sale is in the best interests of the Company and its shareholders and The Company proposes to utilize the proceeds from the proposed transaction primarily towards the expansion of its business operations, including strengthening its operational capabilities, supporting growth initiatives, enhancing market presence, and meeting general corporate requirements. The relevant documents pertaining to the proposed transaction, including valuation reports, transaction documents and other related records, will be available for inspection by the members during business hours at the registered office of the Company up to the date of the meeting.
None of the Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, except Anil Nagpal & Harish Kumar Aggarwal Director in the proposed resolution except to the extent of their shareholding, if any, in the Company.
The Board of Directors recommends the Resolution for approval of the members.
Date:28-05-2026
Place: Chandigarh
By Order of Board
For Envair Electrodyne Limited
Sd/-
Anil Nagpal
Managing Director
DIN:01302308