Hardcastle & Waud Mfg. Co. Ltd. — Proxy Solicitation & Information Statement 2024

Dec 5, 2024

HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

5[th] December, 2024

To, BSE Ltd Phiroz Jeejeebhoy Towers Dalal Street Mumbai 400 001

Dear Sirs,

Sub: Notice of Postal Ballot of the Company

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith is the Notice of Postal Ballot of the Company.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Hardcastle & Waud Manufacturing Company Limited

SMITA Digitally signed by SMITA SHAILESH SHAILESH ACHREKAR Date: 2024.12.05 18:01:29 ACHREKAR +05'30' Smita Achrekar Company Secretary & Compliance Officer

Encl: a/a

HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

NOTICE OF POSTAL BALLOT

Dear Members,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and all other applicable provisions of the Companies Act, 2013 (the Act) read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force, that the following special business be transacted by the Members of the Company by passing the resolution appearing here below as a Special Resolution through Postal Ballot/ remote e-Voting.

SPECIAL BUSINESS:

AUTHORITY TO BOARD OF DIRECTORS OF THE COMPANY TO ADVANCE LOAN(S), GIVE GUARANTEE(S) AND OR TO PROVIDE SECURITY(IES) IN CONNECTION WITH ANY FINANCIAL ASSISTANCE / LOAN, FROM TIME TO TIME, TO PERSON(S) IN WHOM DIRECTOR(S) OF THE COMPANY, FOR THE TIME BEING, IS / ARE INTERESTED:

To consider and, if thought fit, to give ASSENT / DISSENT, to the following Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions of the Companies Act, 2013 (the Act) including any statutory modification(s) and re-enactment(s) thereof for the time being in force and the Rules made thereunder and subject to applicable Regulations, approval 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 constituted by the Board of Directors of the Company or any person authorised by the Board to exercise the powers conferred on the Board of Directors of the Company by this resolution) to give loan(s) including any loan represented by a book debt, give guarantee(s) or provide security(ies) in connection with any financial assistance / loan, from time to time, to Hardcastle Petrofer Private (CIN: U24100MH2004PTC149240) [ HPPL ] and or to Person(s) (as more specifically provided in Section 185 of the Act) in whom Director(s) of the Company, for the time being, is / are interested subject to a limit of Rs 25,00,00,000 (Rupees Twenty Five Crores) remaining outstanding at any point of time.

RESOLVED FURTHER THAT the approval of the Members of the Company be and is hereby accorded to all such existing or previous Transaction(s), if any, done by the Company with HPPL or any such Person(s).

ALSO RESOLVED THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to negotiate, agree, make, accept and finalize all such term(s), condition(s), modification(s) and alteration(s) as it may deem fit from time to time in connection with such transactions and to finalize, execute, modify and amend all documents and writings etc. as may be required and to do all such acts, deeds, matters and things etc. as the Board in its absolute discretion may deem fit without being required to seek any further consent or approval of the members of the Company or otherwise to the end and intent that they shall be deemed to have been given their consent or approval thereto expressly by the authority of this resolution. ”

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

Notes:

1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 (the Act) setting out material facts and reasons for the Special Business as set out in the notice is annexed hereto and forms part of this Postal Ballot Notice.

2. In accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) vide General Circular No. 09/2024 dated September 19, 2024 (‘MCA Circular’) and Securities and Exchange Board of India (‘SEBI’) vide Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024, the Company is sending this Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and prepaid business reply envelope is not being sent to the Members for this Postal Ballot.

A member can update / register its email id by visiting https://liiplweb.linkintime.co.in/EmailReg/Email_Register.html. Once the said link is accessed the process and manner to update the email id is very simple and self-explanatory.

1. The Postal Ballot Notice is being sent by email to the Members whose names appear in the Register of Members of the Company as on Friday, 29[th] November, 2024 ("Cut-off date") ( “Eligible Members”) and who have already registered their email IDs, for receipt of documents in electronic form, with their Depository Participants or the Company’s Registrar and Share Transfer Agent viz Link Intime India Private Limited (RTA). A person who is not a member as on the Cut-off date should treat this Postal Ballot Notice for information purpose only.

2. The remote e-Voting period commences on Monday, 9[th] December, 2024 (9:00 am) and ends on Tuesday, 7[th] January, 2025 (5:00 pm). During this period members of the Company holding shares as on the cut-off date may cast their vote electronically. The remote e-Voting module shall be disabled thereafter. Once the vote on the resolution is cast by a member, the same will not be allowed to be changed subsequently. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, 29[th] November,2024.

3. The Board of Directors has appointed Mr Shailesh Kachalia (PCS - CP No.3888), Practising Company Secretary as Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

4. Eligible Members can cast their vote either by way of Postal Ballot form or electronically through remote e-Voting. The Postal Ballot form is enclosed herewith for use of members. Procedure for remote e-Voting appears hereinbelow. Those eligible members who wish to vote through Ballot form may fill the Postal Ballot Form appended to this Notice and return the scanned copy of the duly completed form with assent (FOR) or dissent (AGAINST) from their registered e-mail IDs, to the Scrutinizer at skachaliascrutinizer@gmail.com on or before Tuesday, 7[th] January, 2025 at 5.00 p.m. (IST).

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

1. Members who have not registered their e-mail addresses are requested to register the same with the Company's RTA / Depository Participant(s) for sending future communication(s) in electronic form.

8. Members can opt for only one mode of voting i.e. either by postal ballot form or remote e-Voting. If a member opts for remote e-Voting he / she cannot vote by postal ballot form and vice versa. However in case a member casts vote by both then vote casted through remote e-Voting shall prevail and voting done through postal ballot form shall be treated as invalid.

9. The process and manner for remote e-voting are as under:

STEP I - LOGIN IN ORDER TO ACCESS E-VOTING FACILITY:

1. Login method for e-voting by Individual Shareholders holding securities in Demat Mode:

Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depository and Depository Participants. Shareholders are advised to update their mobile number and email id in their respective demat account in order to access e-voting facility:

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Type of Login method
shareholders
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Type of shareholders Login method	Type of shareholders Login method	Type of shareholders Login method
Individual shareholders holding securities in demat mode with NSDL		I. NSDL IDeAS Facility If you are already registered for the NSDL IDeAS facility: 1. Open web browser by typing the following URL: https://eservices.nsdl.com. 2. Once the homepage of e-Services is launched, click on the “Beneficial Owner” icon under “Login”, available under the “IDeAS” section. 3. A new screen will open. Enter your user ID and password. After successful authentication, you will be able to see e-voting services under value added services. 4. Click on “Access to e-voting” under e-voting services and you will be able to see the e-voting page. 5. Click on options available against company name or e-voting service provider – NSDL and you will be re-directed to the NSDL e-voting website for casting your vote during the remote e-voting period.

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

If you have not registered for the NSDL IDeAS facility: 1. The option to register is available at https://eservices.nsdl.com. 2. Select “Register Online for IDeAS” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Upon successful registration, please follow steps given in points 1 - 5 above. II. E-voting website of NSDL 1. Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com. 2. Once the homepage of e-voting system is launched, click on the “Login” icon, available under the “Shareholder / Member” section. 3. A new screen will open. You will have to enter your User ID (i.e. your 16-digit demat account number held with NSDL), Password / OTP and a verification code as shown on the screen. 4. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-voting page. Click on options available against company name or e-voting service provider – NSDL and you will be redirected to the e-voting website of NSDL for casting your vote during the remote e-voting period. III. Helpdesk Details Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at no.: 022-4886 7000.

Individual Shareholders holding securities in demat mode with CDSL

I. If you have opted for Easi/Easiest: 1. Existing users who have opted for Easi / Easiest can log in through their User ID and Password. The option to reach the e-voting page will be made available without any further authentication. Users are requested to login to Easi / Easiest by visiting CDSL website www.cdslindia.com and click on login icon & “New System Myeasi” tab and then use your Easi username & password. 2. After successful login on Easi / Easiest, you will see the e-voting Menu. The menu will have links of e-voting service provider ("ESP") i.e. NSDL portal. Click on NSDL to cast your vote.

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

II. If you have not opted for Easi/Easiest: 1. Option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 2. Alternatively, you can directly access the e-voting page by providing demat account number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile number and email as recorded in the demat account. After successful authentication, the user will be provided links for the respective ESP i.e. NSDL, where the e-voting is in progress. III. Helpdesk Details 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 21 09911.

Individual shareholders (holding securities in demat mode) logging in through their depository participants

1. You can also log in using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for the e-voting facility. 2. Once logged in, you will be able to see the e-voting option. Once you click on the e-voting option, you will be redirected to the NSDL / CDSL depository site after successful authentication, wherein you can see e-voting feature. 3. Click on the options available against company name or e-voting service provider-NSDL and you will be redirected to the e-voting website of NSDL for casting your vote during the remote e-voting period.

Note: Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” and “Forgot Password” option available on the above-mentioned website.

2. Login method for e-voting by Non-Individual shareholders holding securities in demat mode and all the shareholders holding securities in physical mode:

• a) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com.

• b) Click on Shareholder / Member – Login.

• c) Enter User ID and Password.

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

• d) Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log in at https://eservices.nsdl.com with your existing IDeAS login. Once you log in to NSDL e-services using your login credentials, click on e-voting and you can proceed to Step II i.e. Cast your vote electronically on NSDL e-voting system.

• e) Your User ID details are as below:

Your User ID details are as below:
Shares held in Demat / 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 IN30012**
For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
For Members holding shares in Physical Form	EVEN (remote e-voting event 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

Your Password is as per below:

• 1) If you are already registered with NSDL for remote e-Voting, then you can use your existing password to login and cast your vote.

• 2) If you are using NSDL remote e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you.

Following is the process to retrieve your initial password:

• (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you by NSDL on your email ID. Trace the email sent to you by NSDL from your mailbox. Open the email and open the attachment i.e. a .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, as the case may be. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

• (iii) If you are unable to retrieve or have not received the “initial password” or have forgotten your password, click on the following option available on www.evoting.nsdl.com:

• “Forgot User Details/Password?” (If you are holding shares in demat mode)

• “Physical User Reset Password?” (If you are holding shares in physical mode)

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

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

• (iv) Once you retrieve your ‘initial password’, enter the ‘initial password’ and click login.

STEP II - CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM:

• a) After successfully logging in, Home page of remote e-Voting opens. Click on Active Voting Cycles.

• b) Select “EVEN” (remote e-Voting Event Number) of Hardcastle and Waud Manufacturing Company Limited.

• c) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

• d) Upon confirmation, the message “Vote cast successfully” will be displayed.

Process for procuring User ID and Password for e-voting for those shareholders whose email IDs are not registered with the depositories / Company:

Shareholders may send a request to evoting@nsdl.com for procuring User Id and Password for e-voting:

• In case shares are held in physical mode, please provide Folio Number, name, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card).

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

• In case shares are held in demat mode, please provide DP ID and Client ID (16digit DP ID + Client ID or 16-digit beneficiary ID), name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card).

• If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step I (1) i.e. Login method for e-voting by Individual Shareholders holding securities in Demat Mode.

• Members may download the Postal Ballot Notice along with the Postal Ballot Form from the Company’s website at www.hawcoindia.in, also from NSDL’s website at www.evoting.nsdl.com and from Bombay Stock Exchange website at www.bseindia.com.

• In case of any queries, you may refer the FAQs and remote e-voting user manual for members available at the downloads section of www.evoting.nsdl.com or call at no. 022- 4886 7000 or send a request at evoting@nsdl.com. Members may also contact Ms Pallavi Mhatre, Senior Manager, at evoting@nsdl.com, who will also address grievances pertaining to remote e-voting.

• The Results of voting shall be declared within stipulated time and the same alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.hawcoindia.in and on the website of NSDL www.evoting.nsdl.com and also be communicated to the Bombay Stock Exchange.

Registered Office By Order of the Board of Directors Mall Office, 2nd Floor, For Hardcastle & Waud Manufacturing Company Limited Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306

Smita Achrekar

Date: Tuesday, 26[th] November, 2024 Company secretary

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

ANNEXURE TO THE NOTICE

Statement as required by Section 102 (1) and Section 110 of the Companies Act, 2013 (‘the Act’)

In order to gainfully utilise the resources of the Company, from time to time, it is proposed to give loan(s) (including any loan represented by a book debt), give guarantee(s) or provide security(ies) in connection with any financial assistance / loan, from time to time, to Hardcastle Petrofer Private Limited (CIN: U24100MH2004PTC149240) [ HPPL ] and or to Person(s) (as more specifically provided in Section 185 of the Act) in whom Director(s) of the Company, for the time being, is / are interested subject to a limit of Rs 25,00,00,000 (Rupees Twenty Five Crores) remaining outstanding at any point of time.

Pursuant to Section 185 of the Act such transactions require the approval of shareholders of the Company. Therefore, to take care of such situation(s), the Special Resolution as set out in this Notice seeking authorization to the Company’s Board of Directors in this behalf, is proposed.

The directors or key managerial personnel of the Company or their respective relatives may be deemed to be interested or concerned in the resolution to the extent of their respective interest in any such transaction(s) as may be entered into by the Company.

The Board commends the resolution set forth in the Notice for members’ approval.

Registered Office By Order of the Board of Directors Mall Office, 2nd Floor, For Hardcastle & Waud Manufacturing Company Limited Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306

Date: Tuesday, 26[th] November, 2024

Company Secretary

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HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED

Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of

West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62

POSTAL BALLOT FORM

Pursuant to Section 110 of the Companies Act, 2013

1. Name and Registered Address

:

of the sole / first named Shareholder

1. Name(s) of Joint Holders, if any

:

1. DP Id No. & Client Id No. /

:

Ledger Folio No.

1. Number of shares held

:

I / We hereby exercise my / our vote in respect of the following Special resolution to be passed through Postal Ballot in respect of the Special Business stated in the Postal Ballot Notice dated Tuesday, 26[th] November,2024 by sending my / our assent or dissent by placing a tick (√) mark in the appropriate box given below:

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Description of Resolution I/We assent to I/We dissent to
the resolution the resolution
[‘FOR’] [‘AGAINST’]
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Description of Resolution I/We assent to the resolution [‘FOR’] I/We dissent to the resolution [‘AGAINST’]	Description of Resolution I/We assent to the resolution [‘FOR’] I/We dissent to the resolution [‘AGAINST’]	Description of Resolution I/We assent to the resolution [‘FOR’] I/We dissent to the resolution [‘AGAINST’]
Approval to Board of Directors of the Company to advance Loan(s), give guarantee(s) and or to provide security(ies) in connection with any Financial Assistance / Loan, from time to time, to Hardcastle Petrofer Private Limited (CIN:U24100MH2004PTC149240) [HPPL] and or to Person(s) in whom Director(s) of the Company, for the time being, is / are interested subject to a limit of Rs 25,00,00,000 (Rupees Twenty Five Crores) remaining outstanding at any point of time.

________ Place: Signature of the Member Date:

P.T.O

Notes:

• 9:00 a.m. (IST) and shall end on Tuesday, 7[th] January, 2025 at 5:00 p.m. (IST). The Members are requested to return the scanned copy (PDF/JPEG format) of the duly completed Postal Ballot Form to the Scrutinizer at skachaliascrutinizer@gmail.com from their registered e-mail address, on or before 5.00 p.m. (IST) on Tuesday, 7[th] January, 2025.

• The Notice alongwith this Postal Ballot Form is being sent to all the Members whose names appear in the Register of Members of the Company as on Friday, 29[th] (‘Cut-Off Date’), in electronic mode. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, 29[th] November, 2024

• Please note that Members can opt for only one mode for voting i.e. by sending the scanned copy of the filled in Postal Ballot Form or through remote e-voting. In case Members cast their vote via both modes then voting done through remote e-voting mode shall prevail. The Scrutinizer’s decision on the validity of the votes cast shall be final.

• If the Postal Ballot Form is received after 5.00 p.m. (IST) on Tuesday, 7[th] January, 2025, it will be considered that no reply from the Member has been received.

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