GMM Pfaudler Ltd. — Proxy Solicitation & Information Statement 2023

Apr 11, 2023

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GMM/SEC/2023-24/02

April 11, 2023

BSE Ltd. National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, 1[st] Floor, Dalal Street, Bandra Kurla Complex, Bandra (E) Mumbai – 400 001 Mumbai – 400 051 Scrip Code : 505255 Symbol: GMMPFAUDLR

Sub.: Postal Ballot Notice for re-appointment of Mr. Nakul Toshniwal as an Independent Director

Dear Sir/ Ma’am,

This is further to our letter dated February 2, 2023 bearing Ref. No.: GMM/SEC/2022-23/78 informing you about the approval of the Board of Directors of the Company for re-appointment of Mr. Nakul Toshniwal as an Independent Director for a second term of five consecutive years w.e.f. May 16, 2023 up to and including May 15, 2028, subject to approval of the Shareholders of the Company by way of a Special Resolution.

Pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated April 11, 2023, along with the Explanatory Statement (“Notice”) for seeking approval of Shareholders of the Company through remote e-voting, for re-appointment of Mr. Toshniwal.

In accordance with the applicable laws, the Notice is being sent electronically to all the Shareholders whose name appears in the Register of Members/ List of Beneficial Owners and whose e-mails addresses are registered with the Company/ Link Intime India Pvt Ltd (“RTA”)/ Depositories as on Friday, April 7, 2023 (“cut-off date”). The same is also being made available on the website of the Company at www.gmmpfaudler.com and the Company’s RTA at https://instavote.linkintime.co.in/

The remote e-voting period shall commence on Wednesday, April 12, 2023 at 09:00 a.m. (IST) and conclude on Thursday, May 11, 2023 at 05:00 p.m. (IST). The results of the remote e-voting shall be declared on or before i.e. Saturday, May 13, 2023.

Kindly take the same on record.

Thanking you.

Yours faithfully, For GMM Pfaudler Ltd

MITTAL Digitally signed by MITTAL KARTIK KARTIK MEHTA Date: 2023.04.11 MEHTA 17:28:01 +05'30'

Mittal Mehta Company Secretary & Compliance Officer FCS No. 7848

Encl.: As above

GMM Pfaudler Ltd.

Corporate Office: 902 VIOS Tower, New Cuffe Parade, Sewri-Chembur Rd, Mumbai 400037 Registered Office & Works: Vithal Udyognagar, Anand - Sojitra Road, Karamsad - 388325 O: +91 22 6650 3900 | F: +91 2692 661888 | CIN: L29199GJ1962PLC001171 W: www.gmmpfaudler.com | E: sales@gmmpfaudler.com

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GMM PFAUDLER LTD CIN: L29199GJ1962PLC001171

Registered Office: Vithal Udyognagar, Anand - Sojitra Road, Karamsad – 388325, Gujarat Email: investorservices@gmmpfaudler.com ; website: www.gmmpfaudler.com Tel: +91 2692 661700/ 230416/ 230516 ; Fax: +91 2692 661888/ 661999

POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 05, 2022, and 11/2022 dated December 28, 2022 along with such other applicable circulars issued by MCA (hereinafter referred to as “ MCA Circulars ”), and any other applicable laws and regulations, to transact the below mentioned proposed special businesses by the Members of GMM Pfaudler Ltd (“Company”) by passing resolutions through postal ballot only through remote e-voting.

The proposed resolution and the explanatory statement pursuant to Section 102 and other applicable provisions, if any, of the Act, setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. The Board at its meeting held on February 2, 2023, appointed Mr. Jayesh M. Shah (Membership No. FCS 5637), Partner of M/s. Rathi & Associates, Practicing Company Secretaries, Mumbai, as the scrutinizer (“Scrutinizer”) for ensuring the remote e-voting process be carried out in a fair and transparent manner.

In accordance with the MCA Circulars, SEBI circulars and Regulation 44 of the SEBI Listing Regulations, as amended, this Postal Ballot Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses are registered with the Company/Depositories. Shareholders whose e-mail address is not registered with the Company/Depositories are requested to follow the process provided in the Notes to receive this Postal Ballot Notice. The hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Shareholders.

The postal ballot notice is also placed on the website of the Company at www.gmmpfaudler.com and on the website of the Registrar & Share Transfer Agent at instavote.linkintime.co.in shall also be available on the websites of the Stock Exchanges where the shares of the Company are listed i.e. BSE Ltd (“BSE”) and National Stock Exchange of India Ltd (“NSE”) at www.bseindia.com and www.nseindia.com respectively.

The Company has appointed Link Intime India Pvt. Ltd., Registrar & Share Transfer Agent of the Company, for providing/ facilitating remote e-voting to enable the Members to cast their votes electronically. The instructions for e-voting are provided hereunder on pages 8 - 12.

In the event, Resolution as set out in the Notice is assented to by requisite majority by means of remote e-voting process, it shall be deemed to have been passed as Special Business at the General Meeting convened in that behalf. The resolution, if passed by requisite majority, it shall deemed to have been passed on last date of remote e-voting.

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The remote e-voting period commences from 9:00 a.m. (IST) on Wednesday, April 12, 2023 and ends at 5:00 p.m. (IST) on Thursday, May 11, 2023. The Scrutinizer will submit the report to the Chairperson of the Company, or any person authorized by him, upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5:00 p.m. (IST) on May 13, 2023.

The said results along with the Scrutinizer’s Report would be intimated to BSE and NSE where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website i.e. www.gmmpfaudler.com.

PROPOSED RESOLUTIONS:

1. To re-appoint Mr. Nakul Toshniwal (DIN: 00350112) as an Independent Director of the Company:

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

“ RESOLVED THAT pursuant to Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”), if any, Companies (Appointment and Qualification of Directors) Rules, 2014, Regulations 17(1C), 25(2A) and such other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with such rules, guidelines and regulations issued by any other regulatory or governmental authority, as may be relevant (including any statutory amendment, modification or re-enactment thereof, for the time being in force), in accordance with the provisions of the Memorandum and Articles of Association of the Company and subject to such other consents, approvals, permissions and sanctions as may be necessary, Mr. Nakul Toshniwal (DIN: 00350112), who was appointed as an Independent Director for the first term of five consecutive years at the 55[th] Annual General Meeting of the Company and who holds office up to May 15, 2023, and who is eligible for reappointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, be and is hereby re-appointed in the capacity of Independent Director of the Company for a second term of five consecutive years w.e.f. May 16, 2023 up to and including May 15, 2028, and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT to give effect to this resolution, the Board of Directors of the Company be and are hereby severally authorised to do all acts, things, deeds, and matters including signing and execution of any agreements, documents and writings, as may be deemed necessary, but not limited to making correspondences with any regulatory authority(ies) as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee/Director(s)/Key Managerial Personnel/Officer(s) of the Company.”

By order of the Board of Directors of GMM Pfaudler Ltd

Sd/-

Mittal Mehta Company Secretary Membership No. FCS 7848

Place: Mumbai Date: April 11, 2023

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NOTES:

1. The Explanatory Statement setting out the material facts pursuant to Sections 102 and 110 of the Act and the other applicable provisions of the Act for the proposed Resolution are annexed hereto. The approval of the Members of the Company is being sought through the remote e-voting facility only.

2. In compliance with the MCA Circulars, this postal ballot notice is being sent by e-mail to all the Members, whose names appear on the Register of Members/list of beneficial owners as received from National Securities Depository Ltd (“NSDL”) and Central Depository Services (India) Ltd (“CDSL”) as on April 7, 2023 (the “ Cut-Off Date ”) and who have registered their e-mail addresses in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company’s Registrar & Share Transfer Agent, Link Intime India Private Ltd (“RTA”).

3. Members who have not registered their e-mail addresses so far are requested to register the same so that they can receive all future communications from the Company electronically. Members holding shares in demat mode may update their e-mails addresses with their Depository Participants. Members holding physical shares may get their email addresses registered with RTA, by clicking the link: https://linkintime.co.in/emailreg/email_register.html or their website www.linkintime.co.in at the Investor Services tab by choosing the e-mail/ bank registration heading and follow the registration process as guided therein.

4. The voting shall be reckoned in proportion to a Member’s share of voting rights on the paid-up share capital of the Company as on the Cut-Off Date. Any recipient of the postal ballot notice who was not a Member of the Company as on the Cut-Off Date should treat this postal ballot notice for information purpose only.

5. The postal ballot notice is also placed on the website of the Company at www.gmmpfaudler.com and on the website of the RTA at instavote.linkintime.co.in shall also be available on the websites of the Stock Exchanges where the shares of the Company are listed i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively.

6. A copy of the draft letter of Appointment for Independent Directors, setting out terms and conditions of appointment of Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day up to the conclusion of the remote e-voting period i.e. May 11, 2023 and is also available on the website of the Company at:

https://www.gmmpfaudler.com/file/Letter_of_appointment_to_Independent_Directors.pdf

1. The Members are requested to read the instructions carefully and complete the remote e-voting. The voting through electronic means will commence on April 12, 2023 at 9:00 a.m. (IST) and will end on May 11, 2023 at 5:00 p.m. (IST). A Member cannot exercise his/her vote through proxy.

2. The Board at its meeting held on February 2, 2023, has appointed Mr. Jayesh M. Shah (Membership No. FCS 5637), Partner of M/s. Rathi & Associates, Practicing Company Secretaries, Mumbai, as the scrutinizer (“Scrutinizer”) for conducting the remote e-voting process in a fair and transparent manner. After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairperson or any other authorized officer of the Company. The results of the remote e-voting conducted through postal ballot (through the remote e-voting process) will be announced by the Chairperson/ Company Secretary on or before May 13, 2023.

3. In terms of Secretarial Standard – 2 on general meetings issued by the Institute of Company Secretaries of India resolutions, if passed by the Members through postal ballot, are deemed to have been duly passed on the last date specified for the remote e-voting i.e. May 11, 2023.

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1. The results of the postal ballot will be placed on the Company’s website at www.gmmpfaudler.com, the website of the RTA at instavote.linkintime.co.in and will also be intimated to the Stock Exchanges where the shares of the Company are listed i.e. BSE and NSE, in accordance with the provisions of SEBI Listing Regulations.

2. In case of any query/grievance in connection with the postal ballot including e-voting, Members may contact the RTA by e-mail at enotices@linkintime.co.in or call on 022-49186175.

3. As required by Rule 20 and Rule 22 of the Rules read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this postal ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in the State of Gujarat (in vernacular language, i.e. Gujarati).

4. Instructions and other information relating to remote e-voting is provided under the section “Electronic Voting Particulars”.

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EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 ANNEXED TO AND FORMING PART OF POSTAL BALLOT NOTICE

Item No. 1:

In accordance with Section 149(10) and (11) of the Companies Act, 2013 (“the Act”), an Independent Director shall hold office for a term up to five years on the Board of the Company and shall be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such re-appointment in the Board’s Report.

Mr. Nakul Toshniwal (DIN: 00350112) was appointed as an Independent Director on the Board of Directors of the Company effective May 16, 2018 for a first term of five consecutive years by the Shareholders of the Company at the 55[th] Annual General Meeting of the Company held on August 9, 2018. Mr. Toshniwal holds office as an Independent Director of the Company up to May 15, 2023.

Based on his skills, experience, knowledge and performance evaluation and recommendation of the Nomination and Remuneration Committee at its meeting held on February 2, 2023, the Board, in line with the Company’s policy on Director’s appointment and remuneration has proposed the re-appointment of Mr. Nakul Toshniwal as an Independent Director for a second and final term of five years effective from May 16, 2023 up to May 15, 2028.

The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member signifying his intention to propose the candidature of Mr. Nakul Toshniwal (DIN: 000350112) as an Independent Director, to be reappointed under the provisions of Section 149(10) of the Act.

The Company has received the requisite consent and declarations from Mr. Nakul Toshniwal confirming that he meets the criteria of independence as provided under section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

In the opinion of the Board and based on the Board’s evaluation, Mr. Nakul Toshniwal fulfils the conditions specified in the SEBI Listing Regulations, the Act and the Rules framed thereunder for his re-appointment as an Independent Director from the Company and he is independent of the Management.

A copy of the draft letter of Appointment for Independent Directors, setting out terms and conditions of appointment of Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day up to the conclusion of the remote e-voting period i.e. May 11, 2023 and is also available on the website of the Company:

https://www.gmmpfaudler.com/file/Letter_of_appointment_to_Independent_Directors.pdf

The Board considers that continued association of Mr. Nakul Toshniwal as an Independent Director would be of immense benefit to the Company and it is desirable to continue to avail his services; the Board recommends the resolution set forth in Item No. 1 relating to the re-appointment of Mr. Nakul Toshniwal as an Independent Director of the Company, who shall be not liable to retire by rotation, by way of Special Resolution.

The required details including a brief profile of Mr. Toshniwal, as per the Secretarial Standards (SS-2) and Regulation 36(3) of the SEBI Listing Regulations, are provided as an Annexure to this Notice.

Except Mr. Nakul Toshniwal, no other director(s) and Key Managerial Personnel(s) or their relatives, is in any way, concerned or interested, financially or otherwise, in this resolution.

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The Board recommends the resolution as set out in Item No. 1 for the approval of the Members as a Special Resolution.

By order of the Board of Directors of GMM Pfaudler Ltd

Sd/-

Mittal Mehta

Company Secretary Membership No. FCS 7848

Place: Mumbai Date: April 11, 2023

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ANNEXURE

Brief Profile of Director(s) seeking continuation of Directorship pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standards 2 on General Meetings issued by the Institute of Company Secretaries of India

Name of Director	Mr. Nakul Toshniwal
DIN	00350112
Professional Experience	Mr. Nakul Toshniwal is the Chairman & Managing Director of Toshvin Analytical Pvt. Ltd. which is recognized as one of the largest analytical instrumentation companies in India. He started his career as an analyst with AT Kearney Inc. in New York, USA, and has over 23 years of experience in managing, investingin andgrowingcompanies in diverse industries.
Qualifications	Graduated summa cum laude from The Wharton School, University of Pennsylvania, Philadelphia, PA and has a Master of International Public Policy degree from The School of Advanced International Studies, Johns Hopkins University, Washington DC.
Expertise in specific functional area	Business Strategy, Public Policies, Technology and General Management.
Date of first appointment on the Board	May16,2018
Shareholding in the Company including shareholding as a beneficial owner as on date of Notice	NIL
Terms and conditions of appointment/ continuation of Directorship	For a continuous term of five years w.e.f. May 16, 2023 up to and includingMay15,2028 and not liable to retire byrotation
Details of last remuneration drawn in INR (FY 2022-23)	The said director has been paid a sitting fees of INR 15.50 Lakhs for attendingthe meetingof the Board and Committees thereof
Details of proposed remuneration	Sitting fees as approved by the Board, in accordance with the applicableprovisions of law
Inter-se Relationship between • Directors • KeyManagerial Personnel	None
Number of Meetings of the Board attended duringthe financialyear 2022-23	06
Chairmanship/Membership of the Statutory Committee(s) of Board of Directors of the Company	• Nomination And Remuneration Committee (Chairman) • Audit Committee (Member) • Corporate Social Responsibility Committee (Member) • Allotment Committee(Member)
Other Companies in which she/he is a Director excluding Directorship in Private and Section 8 Companies	NIL
Chairmanship/Membership of the Statutory Committee(s) of Board of Directors of other Public Ltd Companies in which he is a Director*	Not Applicable
Listed entity from which the Director has resigned in the past three years	NIL

Note(s): *Committee positions of Audit and Stakeholders Relationship Committee held in Public Ltd companies are considered.

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Electronic Voting Particulars

1. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide its Members, the facility to exercise their vote through electronic means i.e. 'remote e-voting' on Resolutions proposed to be passed through this postal ballot notice.

2. The cut-off date for the purpose of remote e-voting is on April 7, 2023.

3. The remote e-voting facility will be available during the following voting period:

Commencement Date & time: Wednesday, April 12, 2023 at 09:00 a.m. (IST).

Conclusion Date & time: Thursday, May 11, 2023 at 05:00 p.m. (IST).

1. Mr. Jayesh Shah, Partner of M/s. Rathi & Associates, Practicing Company Secretaries (Membership No. F 5637) has been appointed as the Scrutinizer to scrutinize the voting in a fair and transparent manner.

2. For the purpose of remote e-voting, the Company has availed the electronic voting platform of the Company’s Registrar and Share Transfer Agent, Link Intime India Private Ltd (‘LIIPL’).

Pursuant to SEBI circular on e-Voting facility provided by listed Companies, Individual shareholders holding securities in demat mode can vote through:

• a) their demat account; or

• b) the facility provided by their respective depositories and/or depository participants.

Shareholders are advised to update their mobile number and e-mail Id in their demat accounts to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with NSDL

• Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile. • On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. This will prompt you to enter your existing User ID and Password. • After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period. • If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp • Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://evoting.nsdl.com either on apersonal computer or on a mobile.

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• Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

• Individual Shareholders • Existing users who have opted for Easi/ Easiest, can login through their existing holding securities in user id and password. Option will be made available to reach e-Voting page Demat mode with CDSL without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

• After successful login of Easi/Easiest the user will be able to see the e-Voting option. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting vote during the remote e-Voting period. Additionally, there are 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 at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

• Individual Shareholders • You can also login using the login credentials of your demat account through (holding securities in your Depository Participant registered with NSDL/CDSL for e-Voting facility. Demat mode) & login through their • Upon logging in, you will be able to see e-voting option. Click on e-Voting Depository participants option, you will be redirected to NSDL/CDSL Depository site after successful (“DP”) authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

• Individual Shareholders 1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in holding securities in Physical mode 2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

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A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. B. 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. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. • Shareholders/ members holding shares in physical form but have not recorded information under ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above • Shareholders holding shares in NSDL form , shall provide ‘D’ 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). ▶ Click “confirm” (Your password is now generated). 3. Click on ‘Login’ under ‘SHARE HOLDER’ tab. 4. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. Cast your vote electronically: 1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 2. E-voting page will appear. 3. 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). 4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. 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.

Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e- voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian/ Mutual Fund/ Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian/ Mutual Fund/ Corporate Body’ login for the Scrutinizer to verify the same.

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Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact the Link Intime ‘INSTAVOTE’ helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

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

Individual Shareholders holding securities in Physical mode who has forgotten the password:

If an Individual Shareholder holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the Shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case Shareholders is having 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 the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. 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.

User ID for Shareholders holding shares in Physical mode (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL who has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website:

• ➢ 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”.

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Process for those Shareholders whose e-mail/mobile no. are not registered with the Company/Depositories:

• ➢ For Physical shareholders, please provide necessary details like 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 e-mail to the Company at investorservices@gmmpfaudler.com and the RTA at rnt.helpdesk@linkintime.co.in.

• ➢ For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

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