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GARWARE TECHNICAL FIBRES LIMITED — Proxy Solicitation & Information Statement 2025
Dec 18, 2025
60863_rns_2025-12-18_f2ba1f52-5ee6-412c-9de3-f009e2c12d73.pdf
Proxy Solicitation & Information Statement
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GTFL:SEC:2025 December 18, 2025
BSE Limited Corporate Relationship Department, New Trading Ring, Rotunda Building, P J. Towers, Dalai Street, Fort, Mumbai 400001. (Company code: 509557)
National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, 'G' Block, Bandra-Kurla Complex, Bandra East,
Munnbai 400051. (Symbol: GARFIBRES, Series: EQ)
Dear Sirs,
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Postal Ballot Notice
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice dated 25th November, 2025.
Pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 ("Companies Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Management Rules"), including any statutory modification or re-enactment thereof for the time being in force, read with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended, Secretarial Standard 2 ("SS-2") issued by the Institute of Company Secretaries of India as amended, and the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, Circular no. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), and any other applicable laws and regulations for the time being in force read with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024 ("SEBI Circulars"), that the Resolution set out below is proposed to be passed by way of Postal Ballot only by way of remote e-voting process (i.e., "e-Voting" only).
a. Appointment of Ms. Kit Dharnnesh Mangwani (DIN 07235467) as a Non-Executive Independent Director of the Company.
In compliance with the provisions of said MCA circulars, the Postal Ballot Notice will be sent on Thursday, 18th December, 2025, only through electronic mode (i.e. e-mail) to all the Members, whose names appear in the Register of Members / List of Beneficial Owners as received from Depositories as on Friday, 12t1 December, 2025 (the "Cut-off date") who have registered their e-mail addresses with the Company / Depository Participant.
Registered Office Garware Technical Fibres Ltd. (Formerly Garware-Wall Ropes Ltd.): Plot No. 11, Block D-1, M.I.D.C., Chinchwad, Pune 411 019, India. T +91 20 2799 0000/0306 e [email protected] www.garwarefibres.comCIN: L25209MH1976PLC018939

The Company has engaged the services of National Securities Depository Limited ("NSDL") for facilitating e-Voting to enable the Members to cast their votes electronically.
Members of the Company holding shares either in physical form or electronic form as on the Cut-off date of Friday, 12th December, 2025 may cast their vote by e-Voting. The e-Voting period commences on Saturday, 20th December, 2025 at 9:00 a.m. (1ST) and ends on Sunday, 18th January, 2026, at 5:00 p.m. (1ST).
Mr. Sridhar Mudaliar, Partner (CP. No. 2664) or failing him Mrs. Meenakshi R. Deshmukh, Partner (CP No. 7893) of MIS. SVD & Associates, Company Secretaries has been appointed as Scrutinizer to scrutinize voting process in a fair and transparent manner and in accordance with the applicable laws.
The Voting Results declared along with the report of the Scrutinizer will be put up on the Company's notice board at its Registered Office on or before Tuesday, 20th January, 2026 and will also be posted on the website of the Company www.ciarwarerfibres.com. The results shall also be communicated to Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.
The Postal Ballot Notice is also available on website of the Company: www.garwarerfibres.com
Kindly acknowledge.
Thanking you,
Yours faithfully, For GARWARE TECHNICAL FIBRES LIMITED
AGARW Digitally signed by SUNIL AGARWAL Date: 2025.12.18
14:27:22 +05'30'
SuriM7cg-aal Company Secretary M. No. FCS6407 AL
Registered Office Garware Technical Fibres Ltd. (Formerly Garware—Wall Ropes Ltd.): Plot No. 11, Block D-1, M.I.D.C., Chinchwad, Pune 411 019, India. T *91 20 2799 0000/0306 E [email protected] www.garwarefibres.comCIN: L25209MH1976PLC018939 SUNIL

Garware Technical Fibres Limited
Regd. Off.: Plot No. 11, Block D-1, M.I.D.C., Chinchwad, Pune - 411 019. CIN: L25209MH1976PLC018939; Telephone No.: (+91-20) 27990000; E-mail: [email protected]; Website: www.garwarefibres.com
NOTICE OF POSTAL BALLOT
Notice pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and amendment thereto and MCA Circulars (as defined below).
Dear Member(s),
This notice ("Notice") is hereby given pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 ("Companies Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Management Rules"), including any statutory modification or re-enactment thereof for the time being in force, read with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended, Secretarial Standard 2 ("SS-2') issued by the Institute of Company Secretaries of India as amended, and the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), and any other applicable laws and regulations for the time being in force read with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024 ("SEBI Circulars"), that the Resolution set out below is proposed to be passed by way of Postal Ballot only by way of remote e-voting process (i.e., "e-Voting" only).
SPECIAL BUSINESS:
APPOINTMENT OF MS. KIRTI DHARMESH MANGWANI (DIN 07235467) AS A 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 Section 149, 150 and 152 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Articles of Association of the Company and based on the recommendation of Nomination and Remuneration Committee of the Board and approval of the Board of Directors of the Company, Ms. Kirti Dharmesh Mangwani (DIN 07235467 and IDDB Registration No. IDDB-DI-202504-073118), who was appointed as an Additional Director of the Company in the capacity of Non-Executive Independent Director with effect from 25th November, 2025 and who has submitted a declaration that she meets the criteria of Independent Director, as envisaged in Section 149(6) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as Non-Executive Independent Director of the Company to hold the office for a term of five (05) consecutive years with effect from 25th November, 2025 and who shall not be liable to retire by rotation."
"RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, relevant, and/or expedient for giving effect to this resolution."
Place: Pune, Date: 25th November, 2025
By Order of the Board of Directors For Garware Technical Fibres Limited Sd/- Sunil Agarwal Company Secretary FCS No.: 6407
NOTES:
-
The Explanatory Statement pursuant to the provision of Section 102 and 110 of the Companies Act, 2013 ("Act") read with Rule 12 of the Management Rules stating the material facts and reasons for the proposed resolution, in respect of Item No. 1 is annexed hereto, for your consideration and forms part of this Notice. The relevant details, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment is provided as "Annexure A. Requisite declarations have been received from the Director for seeking appointment.
-
In compliance with the MCA Circulars, this Postal Ballot Notice will be sent only through electronic mode (i.e., e-mail) to all the members, whose names appear in the register of members or in the list of beneficial owners, as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (together referred to as "Depositories") as on the close of working hours on Friday, 12th December, 2025 ("Cut-off Date") and who have registered their e-mail addresses in respect of electronic holdings with the Depositories through the concerned depository participants and in respect of physical holdings with the MUFG Intime India Private Limited, the Registrar and Share Transfer Agent ("RTA") of the Company. Any person who is not a member of the Company as on date specified above shall treat the Notice for information purposes only. A copy of this Notice will also be available on the Company's website httos://www.garwarefibres.com; websites of the stock exchanges i.e., the BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Notice.
- During the e-Voting period, all documents referred to in this Notice and accompanying explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 shall be available for inspection of the members through electronic mode. Members are requested to write to the Company at [email protected] for inspection of the documents, by mentioning "Request for inspection' in the subject of the Email.
- (i) SEBI vide its Master Circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, has stated that it is mandatory for all holders of physical securities to furnish their PAN, KYC and nomination details to the RTA of the Company in respect of all concerned Folios. On or after April 1, 2024, the Folios wherein even any one of the PAN, address with PIN code, email address, mobile number, bank account details, specimen signature and nomination by holders of physical securities are not available, shall be frozen by the RTA. SEBI has introduced Form ISR — 1, Form ISR-2 and SH-13 along with other relevant forms to lodge any request for registering PAN, KYC details or any change / updation thereof.
In terms of the SEBI Circular dated December 14, 2021, effective from January 1, 2022, any service requests or complaints received from the member, will not be processed by the RTA till the aforesaid details / documents are provided to the RTA.
Members may also note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated listed companies to issue securities in dematerialized form only while processing service requests viz, issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub-division / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, members are advised to dematerialise the shares held by them in physical form.
- (ii) Members who are holding shares in demat mode are requested to notify any change in their residential address, bank account details and / or email address immediately to their respective depository participants.
- Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 made thereunder, members are entitled to make nomination in respect of shares held by them in physical form. Members desirous of making nominations are requested to send their requests in Form SH-13, which is available on the Company's website at httos://wvAv.ganvarefibres.com/investors/shareholder-information/shareholder-form-downloadsffinvestorsmenu. Further, SEBI vide its Circular dated March 16, 2023 has mandated to furnish Form ISR-3 for opting out of nomination by physical shareholders in case the members do not wish to register for the nomination.
- As per the provisions of the Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository. Therefore, members who still hold share certificates in physical form are advised to get their shares dematerialised. Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025, members are hereby informed that transfer deeds lodged prior to April 1,2019, which were subsequently rejected or returned due to deficiencies in documentation, may now be re-lodged. Eligible members are requested to contact the Company's Registrar and Share Transfer Agent for further assistance in this regard.
- SEBI has issued a Circular dated March 19,2025, titled "Harnessing DigiLocker as a Digital Public Infrastructure for Reducing Unclaimed Assets in the Indian Securities Marker to address the issue of unclaimed financial assets. This initiative enables investors to store and access information of their demat and mutual fund holdings through DigiLocker, a key Digital Public Infrastructure, benefiting investors and their families. Shareholders can also appoint Data Access Nominees within the DigiLocker application. In case of an unfortunate event of demise of shareholder, the nominees will be provided read only access to the DigiLocker account, ensuring that essential financial information is accessible to legal heirs. For details, you may refer the above mentioned circular at httos://www.sebi.gov. in/legal/circulars/mar-2025/harnessing-digi lockeras-a-digital-oublic-infrastructure-for-reducing-unclaimed-assets-in-the-indian-securities-market 92769.html.
- Members are also informed that pursuant to Circular No. SEBI/H0/01AE/01AE JAD-1/P/CIR/2023/131 dated July 31, 2023, read with a Corrigendum No. SEBI/H0/01AE/01AE JAD-1/P/CIR/2023/135 dated August 4, 2023, and further a Master Circular No. SEBI/H0/01AE/01AEJAD-1/P/CIR/2023/145 dated August 11, 2023, SEBI has introduced a common Online Dispute Resolution
mechanism to facilitate online resolution of all kinds of disputes arising in the Indian securities market. Members can access the SEBI Circulars on the website of SEBI at httos://www.sebi.gov.inand the same are also available on the website of the Company at httos://www.garwarefibres.comAnvestors/shareholder-information/shareholder-form-downloadsffinvestorsmenu.
- The voting rights of members shall be in proportion to their equity share of the paid-up equity share capital of the Company as on Cut-off Date i.e. Friday, 12th December, 2025. A person, whose name is recorded in the register of members or in the list of beneficial owners maintained by the Depositories as on the Cut-off Date only shall be entitled to avail the facility of e-Voting.
- The e-Voting period begins at 9.00 am. (1ST) on Saturday, 20th December, 2025 and ends at 5.00 p.m. (1ST) on Sunday, 18th January, 2026. During this period, members of the Company holding equity shares either in physical form or in dematerialised form, as on the Cut-oft Date may cast their votes through e-Voting facility. The e-Voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
- Mr. Sridhar Mudaliar, Partner (CP. No. 2664) or failing him Mrs. Meenakshi R. Deshmukh, Partner (CP No. 7893) of MIS. SVD & Associates, Company Seccetaries has been appointed as the 'Scrutiniser to scrutinise the Postal Ballot process in a fair and transparent manner and in accordance with the applicable laws and they have communicated their willingness to be appointed and will be available for the said purpose.
- The Scrutinizer, after completion, will submit its report to Chairman & Managing Director of the Company or any other person authorized by him in writing, on or before Tuesday, 20th January, 2026. The results declared along with the report of the Scrutinizer will be put up on the Company's notice board at its Registered Office on or before Tuesday, 20th January, 2026 and will also be posted on the website of the Company i.e. www.garwarerfibres.com. The results shall also be communicated to Stock Exchanges Le., SSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.
- The last date for the e-Voting 1.e., Sunday, 18th January, 2026 shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
The instructions for the Members for remote e-Voting are as under:
Pursuant to the provisions of Sections 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and MCA Circulars and SEBI Circulars, the Company is providing facility of remote e-Voting to members of the Company to transact the business set out in the Notice of Postal Ballot through the electronic voting system. The Company has engaged the services of NSDL for facilitating remote e-Voting to enable the members to cast their votes electronically.
Instructions for Shareholders / Members for remote e-Voting: 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. |
For OTP based login you can click on httos://eservices.nsd.com/SecureWeb/evotina/evotinglogin.jso. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., 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 company name or a-Voting service provider I.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote 0-Voting period. |
| Existing IDeAS user can visit the e-Services website of NSDL Viz. t!ffps://eseMces.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS'section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of 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 httos://eservices.nsdl.com. Select |
|
| "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |
| Type of shareholders |
Login Method |
|---|---|
| by typing the following URL: https://www.evoting.nsdl.com/ e-Voting website of NSDL. Open web browser Visit the Once the home page of e-Voting system is launched, click on a Personal Computer or on a mobile. either / Member section. A new screen will open. You will have icon "Login" which is available under 'Shareholder on the account number hold with NSDL), Password / OTP and a your User ID (i.e. your sixteen digit demat to enter successful authentication, you will be redirected to NSDL Code as shown on the screen. After Verification Click on company name or e-Voting service provider i.e. site wherein you can see e-Voting page. Depository website of NSDL for casting your vote during the remote and you will be redirected to e-Voting NSDL e-Voting period. Mobile App "NSDL Speede" facility by scanning the OR code Shareholders / Members can also download NSDL below for seamless voting experience. mentioned on Mobile App is available NSDL , Google Play qg App Store z _ , 0 0 \$4,74if 0 El I • g , •T-:. el ' • V rf•ra . |
|
| Individual Shareholders holding securities in demat mode with CDSL |
can login through their existing user id and password. who have opted for CDSL Easi / Easiest facility, Users will be made available to reach e-Voting page without any further authentication. The users to login Option www.cdslindia.comand click on login icon & New System / Easiest are requested to visit CDSL website Easi Tab and then user your existing my easi Myeasi username & password. successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies After where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi / Easiest, option to register is available at CDSL website www.cdslindia.com click on login & New System Myeasi Tab and and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. a e-Voting link available on www.cdslindia.com from home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the 0-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders (holding securities In demat mode) 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. NM_ and CDSL. |
| Login type | Helpdesk details | ||||
|---|---|---|---|---|---|
| Individual Shareholders holding | Members facing any technical issue in login can contact NSDL helpdesk by sending a request | ||||
| securities in demat mode with NSDL | at [email protected] or call at 022 - 4886 7000. | ||||
| Individual Shareholders holding | Members facing any technical issue in login can contact CDSL helpdesk by sending a request | ||||
| securities in demat mode with CDSL | at helodesk.evoting @cdslindia.com or contact at toll free no. 1800-21-09911. |
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 0-Voting weaslte?
- 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, your Password / OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at httos://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.
Your User ID details are given below:
| Manner of holding shares Le. Demat (NSDL or CDSL) or Physical |
Your User ID is: | ||||
|---|---|---|---|---|---|
| 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 1N300"""12 |
||||
| 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 1*** |
||||
| 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*** |
-
- Password details for shareholders other than Individual shareholders are given below:
- If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
- 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.
- How to retrieve your 'initial password?
- If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
- If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
-
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
- 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.
- Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
- If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number / folio number, your PAN, your name and your registered address etc.
- Members can also use the OTP (One Time Password) based login for casting the votes on the 0-Voting system of NSDL.
-
- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
-
- Now, you will have to click on "Login" button.
-
- 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?
- 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.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- 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.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
- 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 [email protected] with a copy marked to secretarial @garwarefibres.com and 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.
- 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 Passwordr option available on www.evofing.nsdi.comto reset the password.
- 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.comor call on : 022 - 4886 7000 or send a request at [email protected] contact Mr. Sunil Agarwal, Company Secretary at the Registered office address or Tel. (020) 27990000 or e-mail at [email protected].
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-yotIng for the resolution set out in this notice:
- 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 the Company at [email protected] to MUFG Intime India Private Limited, Registrar and Share Transfer Agent of the Company at [email protected].
- 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 the Company at [email protected] to MUFG Intime India Private Limited, Registrar and Share Transfer Agent of the Company at [email protected] .comIf 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 and joining virtual meeting for Individual Shareholders holding securities in demat mode.
- Alternatively Shareholder / Members may send a request to [email protected] for procuring user id and password for e-Voting by providing above mentioned documents.
- In terms of SEBI Circular dated December 9, 2020 on e-Voting facility provided by the Company, 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.
By Order of the Board of Directors For Garware Technical Fibres Limited Sd/- Sunil Agarwal Company Secretary FCS No.: 6407
Place: Pune, Date: 25th November, 2025
EXPLANATORY STATEMENT
Item No. 1
As required by Sections 102 and 110 of the Companies Act, 2013, the following explanatory statement sets out the material facts and reasons relating to the business mentioned under Item No. 1 of the accompanying Notice dated 25th November, 2025.
Pursuant to the provisions of Section 149, 152 and 161(1) of the Companies Act, 2013, read with Article 100 of the Articles of Association of the Company and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Act and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of Nomination and Remuneration Committee and subject to the approval of the Members of the Company, the Board of Director of the Company vide Circular resolution passed on 25th November, 2025 appointed Ms. Kirti Dharmesh Mangwani (DIN 07235467) as Additional Director, designated as Non-Executive Independent Director of the Company, to hold office for a term of five (5) consecutive years with effect from 25th November, 2025 and who shall not be liable to retire by rotation.
The Company had received from Ms. Kirti Dharmesh Mangwani, (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, (iii) a declaration that she is not debarred or disqualified from holding office of Director, by virtue of any order passed by SEBI, Ministry of Corporate Affairs or any other such Authority and (iv) declaration that she fulfills the criteria of Independent Director, as envisaged in Section 149(6) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received a notice in writing from a Member under the provisions of Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Kirti Dharmesh Mangwani for the office of Director of the Company.
The Nomination and Remuneration Committee of the Board had already framed broad set of the desired attributes of a candidature to be considered for selection as an Independent Director(s) which includes qualification, experience, areas of expertise and criteria of independence, etc. On the basis of those attributes, the Nomination and Remuneration Committee had recommended the candidature of Ms. Kirti Dharmesh Mangwani.
Ms. Kirti Dharmesh Mangwani brings over three decades of rich experience in graphic design, visual arts, and material innovation. With a strong foundation in commercial art and a deep entrepreneurial spirit, she has consistently explored and pioneered creative applications of diverse art materials.
Ms. Kirti Dharmesh Mangwani holds a Diploma in Commercial Art with a specialization in Photography and Graphic Design from Sophia Polytechnic, Mumbai, and has further honed her business acumen through the Women Entrepreneurship Program at IIM Ahmedabad.
Ms. Kirti Dharmesh Mangwani is an accomplished entrepreneur and currently serves as the Director of Eazi Art (OPC) Private Limited. She also plays a strategic role as a Partner in Phoscalor Chemicals LLP and a Designated Partner in Mangwani Fiduciary Services LLP.
Ms. Kirti Dharmesh Mangwani has built a dynamic career blending creativity with business acumen. She has championed the use of global art materials through her venture, Eazi Art OPC Pvt. Ltd. Her journey includes nationwide artist outreach, manufacturing and export of specialized art supplies, and her current focus is immersive visual art installations.
The Board had noted that Ms. Kirti Dharmesh Mangwani's background and experience are quite align to the role and requisite identified by the Nomination and Remuneration Committee for Independent Director and thus, considered eligible for appointment as an Independent Director.
The Board of Directors is of the view that Ms. Kirti Dharmesh Mangwani's induction as a Non-Executive Independent Director, would certainly strengthen the Board of the Company and further bring more diversity by means of having a person who is an accomplished entrepreneur, with rich knowledge especially in the area of marketing and advertisement and hand on experience of managing businesses which can immensely benefit the Company.
Ms. Kirti Dharmesh Mangwani shall be paid remuneration by way of fees for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings as per the provision of Section 197 of the Act.
Details as required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India are provided at Annexure 1.
The Board of Directors recommends the resolution set forth at Item No. 1 for approval of the Members of the Company as a Special Resolution. Except Ms. Kirti Dharmesh Mangwani, none of the Directors or Key Managerial Personnel or relatives of Directors and Key Managerial Personnel of the Company are concerned or interested, financially or otherwise, in the resolution mentioned at Item No. 1.
By Order of the Board of Directors For Garware Technical Fibres Limited Sd/- Sunil Agarwal Company Secretary FCS No.: 6407
Place: Pune, Date: 25th November, 2025
Annexure-1
(Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by Institute of Company Secretaries of India)
| Name of Director | Ms. Kirti Dharmesh Mangwani | |||||
|---|---|---|---|---|---|---|
| Director Identification Number | 07235467 | |||||
| Date of Birth and Age |
14th July, 1968 57 years. |
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| Qualifications | Diploma in Commercial Art With a specialization in Photography and Graphic Design from Sophia Polytechnic, Mumbai. |
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| Experience, nature of Expertise in Specific Functional Area and Skill of the Director |
Ms. Kirti Dharmesh Mangwani has over three decades of rich experience in graphic design, visual arts, and material innovation. With a strong foundation in commercial art and a deep entrepreneurial spirit, she has consistently explored and pioneered creative applications of diverse art materials. She is an accomplished entrepreneur and currently serves as the Director of Eazi Art (OPC) Private Limited. She is a Partner in Phoscalor Chemicals LLP and a Designated Partner in Mangwani Fiduciary Services LLP. Ms. Kirti has built a dynamic career blending creativity with business acumen. She has championed the use of global art materials through her venture, Eazi Art OPC Pvt. Ltd. Her journey includes nationwide artist outreach, manufacturing and export of specialized art supplies, and her current focus is immersive visual art installations. She has rich knowledge especially in the area of marketing and in advertisement and hands on experience of managing businesses and the broader services industry. |
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| Date of First Appointment on the Board | 25/11/2025 | |||||
| Terms and Conditions of Appointment | As per the resolution set out in this Notice read with the Explanatory Statement annexed to this Postal Ballot Notice and terms of appointment of Independent Directors uploaded on website of the Company at: https://www.garwarefibres.com/investors/policies/terms-of-appointment indeoendent-directors. |
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| Number of Meetings of the Board attended during the year |
N.A. | |||||
| Remuneration Last Drawn (including sitting fees, if any) |
N.A. | |||||
| Remuneration proposed to be paid | She shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings as per the provisions of Section 197 of the Act. |
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| Name of other Companies in which Director holds Directorship as on the date of the Notice |
Eazi Art OPC Pvt. Ltd. | |||||
| Name of the Committees of the other Companies in which the Director holds Membership/ Chairmanship as on the date of the Notice |
N.A. | |||||
| Listed entities from which resigned from past three (03) years |
Nil. | |||||
| Shareholding in the Company including shareholding as beneficial owner as on the date of the Notice |
Nil. | |||||
| Relationship with other Directors, Manager and other Key Managerial Personnel of the Company |
She is not related to any other Director and Key Managerial Personal of the Company. |