HARDWYN INDIA LIMITED — Proxy Solicitation & Information Statement 2023

Jan 6, 2023

HARDWYN INDIA LIMITED

CIN: L74990DL2017PLC324826 Regoff:B-101, Phase-1, Mayapuri, New Delhi 110064 E-mail:accounts1@hardwyn.com Website: www.hardwyn.com Tel No: +91-11-28115352

Date: 06/01/2023

To To, The Manager, The Manager- Listing, Dalal Street, Mumbai- 400001. Bandra East, Mumbai-400051

BSE Limited National Stock Exchange of India Limited PhirozeJeejeebhoy Towers, Exchange Plaza , BandraKurla Complex,

Sub.: - Postal Ballot Notice of the Company

Dear Sir / Madam,

With regards to the captioned subject find enclosed herewith Postal Ballot Notice dated 28th December, 2022 of the Company.

Kindly take the same on your records.

Thanking you,

Yours faithfully,

FOR AND ON BEHALF OF HARDWYN INDIA LIMITED

RUBALJEET SINGH SAYAL Digitally signed by RUBALJEET SINGH SAYAL Date: 2023.01.06 12:44:02 +05'30'

Rubaljeet Singh Sayal Managing Director DIN: 00280624

Place: Delhi Date: 06/01/2023

Encl: as below

HARDWYN INDIA LIMITED CIN: L74990DL2017PLC324826 Regoff:B-101, Phase-1, Mayapuri, New Delhi 110064 E-mail:accounts1@hardwyn.com Website: www.hardwyn.com Tel No: +91-11-28115352

POSTAL BALLOT NOTICE TO THE SHAREHOLDERS Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration Rules), 2014

To the Members of the Company,

Notice is hereby given, pursuant to the provision of Sections 108 and110 and other applicable provisions if any of the Companies Act, 2013("The Act") as amended read with Rules 20 and 22 of The Companies (Management and Administration) Rules,2014 (including any Statutory modification(s)or reenactment(s) there off or the time being in force) and pursuant to applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Business set out in this notice as the Special Resolution through Postal Ballot (including e-voting process) by the members of HARDWYN INDIA LIMITED ("The Company").

The proposed resolutions along with the explanatory statements pursuant to Section 102 and 110 of the Companies Act, Secretarial Standard-2 on General Meetings, Regulation 44 of Listing Regulations and other applicable legal provisions, pertaining to the said resolutions setting out the material facts and the reasons thereof, are also appended. The proposed resolutions and explanatory statements are being sent to you for your consideration.

The Company has engaged the services of CDSL (Central Depository Services Limited) to provide the e-voting facility. Accordingly, members shall may cast their vote electronically through the CDSL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link https://www.cdslindia.com/from Monday09th January 2023, 9.00 a.m. (IST) onwards toTuesday, 07th February, 2023, 5.00 p.m. (IST). Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company, at its meeting held on Wednesday, 28th December 2022 has appointed M/s KMPM & Company, Practicing Company Secretaries, Delhi, as the Scrutinizer for conducting the Postal Ballot process in affair and transparent manner.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson of the Company onWednesday, 08th February2023 at the Company's registered office. Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed.

The duly completed postal ballot form(s) should reach the scrutinizer at 611, 6th Floor, Pragati Tower, Rajendra Place New Delhi - 110008 or at email id kmpminfo@gmail.com not later than 05:00 p.m. on 07th February,2023 otherwise it will be strictly treated as if reply from the member has not been received.

In addition to the results being communicated to BSE Limited (BSE) & National Stock Exchange (NSE), the results along with Scrutinizer's report will also be placed on Company's website viz.https://www.hardwyn.com/and shall also be available at the Company's registered office on all working days (except Saturday & Sunday) from 11 a.m. to 4 p.m.

Please read and follow the instructions on e-voting enumerated in the Notes to this Notice. Only the members entitled to vote are entitled to fill in the Postal Ballot Form and send it to theScrutinizerorvoteundere-votingfacilityofferedbytheCompanyandanyotherrecipientofthe Notice who has no voting rights should treat the Notice as an intimation only. Detailedinstructionsto usethefacility are given separately.

The Resolution, if approved, will be taken as passed effectively on the last date of evoting/receipt of physical ballot papers i.e. Tuesday 07thFebruary, 2023.

ProposedResolutions:

ITEM NO.1-TO CONSIDER & APPROVE APPOINTMENTOFMR. MANJEET SINGH (DIN:08206912) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if though fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152and 161 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Appointment andQualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force) and pursuant to Regulation 16(1)(b),17 and read with Regulation 25(2A) of the SEBI(Listing Obligations and Disclosures Requirements) Regulations, 2015, and other applicable provisions of Listing Regulations and Articles of Association of the Company and pursuant to therecommendation of the Nomination & Remuneration Committee Mr. Manjeet Singh (DIN: 08206912), who was appointed as an Additional Director of the Company in the category of an Independent Director, by the Board with effect from 10th November, 2022 be and is hereby appointed as an Independent Director of the Company for a term up to 5 years w.e.f. date of original appointment.", and

"RESOLVED FURTHER THAT Mr. Rubaljeet Singh Sayal, Managing Director and/or Mrs. Tanya Sayal Director and/or Mr. Sandeep Singh Solanki, Company Secretary be and are hereby severally authorized to do all acts, deeds, matters and things as considered necessary and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolutions."

By Order of the Board of Directors Hardwyn India Limited Sd/- Rubaljeet Singh Sayal Managing Director DIN: 00280624 RUBALJEET SINGH SAYAL Digitally signed by RUBALJEET SINGH SAYAL Date: 2023.01.06 12:53:44 +05'30'

Place: Delhi Date: 28.12.2022

Notes:

• 1. The explanatory statement and reasons for the proposed resolutions as required under Section 102 and 110 of the Companies Act, 2013 read with rules setting out all material facts relating to the resolutions mentioned in this postal Ballot Notice is attached. Further additional information as required under the Listing Regulation is annexedto thisnotice.
• 1. Postal Ballot Notice is being sent to all the members/Beneficiaries, whose names appear as on 30thDecember, 2022, in the Register of members maintained by the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Voting Rights shall be reckoned on the paid up value of the shares registered in the name of the members as on the cutoff date. The Postal Ballot Notice is sent electronically to all the shareholders who have registered their email address with the Company/ Depositories and to other shareholders by Registered Post/ Courier. Any person who is not a Member as on the said cut-off date should treat this Notice for information purposes only.
• 1. Shareholders who have registered their e-mail IDs with their Depository Participants /Company are being sent Notice of Postal ballot by e-mail and Shareholders who have not registered their email id will request to please register their mail ids with the Company.
• 1. The Notice is available on the Company's website www.https://www.hardwyn.com/and the websites of the StockExchange viz., BSE Limited at www.bseindia.com. and NSE Limited at www.nseindia.com on the website of the CDSL.
• 1. The members can opt only one mode for voting i.e. either by physical ballot or e-voting. If you are opting for e-voting, then do not vote by physical ballot and vice-versa. However, in case Member(s) cast their vote both via physical ballot and e-voting, the voting validity done through e-voting shall prevail and voting done by physical ballot shall be treated as invalid.
• 1. Voting rights in e-voting cannot be exercised by a proxy. However, corporate, and institutional members shall be entitled to vote through their authorized representatives with proof of their authorization.
• 1. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating e-voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form.
• 1. The Board of Directors of the Company has appointed Mr.Pawan Kumar Mahur (F8462),of M/s.KMPM & Co. Practicing Company Secretaries, Delhi, to act as the "Scrutinizer", for conducting thepostalballot process, in affair and transparentmanner.
• 1. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 am to 4:00 pm from the date of dispatch of the Postal Ballot Notice up to the completion of Postal Ballot i.e. 07th February, 2023.
• 1. The Scrutinizer after completion of the scrutiny will submit his report to the Chairman of the Company or a person authorized by him on or before Wednesday, 08th February, 2023. The

results of the postal ballot will be declared by the Chairman or a person authorized by him in this regard on or before Wednesday, 08th February, 2023 at the Registered Office of the Company. The results will also be posted on the website of the Company www.https://www.hardwyn.com/and intimated to the Stock Exchanges where the shares of the Company are listed.

1. The resolutions passed by the members through postal ballot shall be deemed to have been passed as if they have been passed at a duly convened general meeting of the members.

12. Voting through electronic means:

Pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations, General Circular and any other applicable provisions, if any, the Company has extended remote e-voting facility to enable the members to cast their votes electronically through the remote e-voting services provided by Central Depository Services (India) Limited (CDSL).

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

Commencement of the remote e-voting	From 09:00 A.M (IST) on Monday,09
	January2023
End of Remote e-voting	Upto 05:00 P.M (IST) on Tuesday, 07February 2023

The remote e-voting module shall be disabled by CDSL for voting at 5:00 P.M. (IST) on Tuesday, 07 February 2023.Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently.

EXPLANATORYSTATEMENTPURSUANTTOSECTION102OFTHECOMPANIESACT, 2013

In respect of Item No.1 Appointment/Regularization of Mr. Manjeet Singh (DIN: 08206912) as Independent Director of the Company

The Board of Directors of the Company at its meeting held on 10th November 2022, appointed Mr. Manjeet Singhas an Additional Director of the Company in the capacity of Independent Director for a term of 5 years with effect from 10th November 2022, subject to the approval of the Members of the Company. In terms of section 160 of the Companies Act, 2013, Nomination and Remuneration Committee and the Board have recommended the appointment of Mr. Manjeet Singh as an Independent Director pursuant to the provisions of Sections 149 ,152 and 161 of the Companies Act, 2013.

The Company has also received a notice in writing from candidature of Mr. Manjeet Singh to be appointed as Independent Director of the Company. Company has also received a declaration from Mr. Manjeet Singh confirming that he meets the criteria of independence under the Companies Act, 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received Mr. Manjeet Singhconsent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

In the opinion of the Board, Mr. Manjeet Singhfulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, for his appointment as an Independent Director of the Company and he is independent of the management. Considering Mr. Manjeet Singhknowledge and experience, the Board of Directors is of the opinion that it would be in the interest of the Company to appoint him as an Independent Director for a period of five years with effect from 10th November 2022.

Copy of letter of appointment of Mr. Manjeet Singh setting out the terms and conditions of appointment is being made available for inspection by the members through electronic mode. Additional information in respect of Mr. Manjeet Singh, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2), is given at belowto this Notice.

Except Mr. Manjeet Singh, being the appointee, or his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out at Item No.4.

Disclosure pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings.

A BRIEF RESUME OF DIRECTORS PROPOSED TO BE REAPPOINTED IS GIVEN BELOW

Name	Mr. Manjeet Singh
Director Identification	08206912
Number (DIN)
Designation/category of the	Non-Executive, Independent Director
Director
Age	73 Years
Qualifications	Post Graduatein Mathematical Statistics

Experience (including	Having an experience of working as banker from a Nationalised
expertise in specific	Bank and more then 22 Year Experience of holding different
functional area)	positions with Commercial Banking.
Terms and Conditions of	As per the resolution passed by the shareholders.
Appointment
/Reappointment
Remuneration last drawn	NIL
(Including sitting fees, if any)
Date of first appointment on	10th November 2022
the Board
Shareholding in the Company	NIL
as on date of notice
Relationship with other	Not Applicable
Directors / Key Managerial
Personnel
Number of meetings of the	NA
Board attended during the
year
Directorships of other Boards	1) SEASONS FURNISHINGS LIMITED
as on March 31, 2022	2) SEASONS TEXTILES LIMITED
Membership / Chairmanship	Annexure 1
of Committees of other
Boards as on March31, 2022.
The Justification for choosing	The role and capabilities as required in the case of an
the appointees for	independent directorare well defined in the Policy on
appointment as Independent	Nomination, Appointment, and Removal of Directors. Further, the
Directors	Board has a defined list of core skills/expertise/competencies, in
	the context of its business and sector for it to function effectively.
	The Nomination and Remuneration committee of the Board has
	evaluated the profile of Mr. Manjeet Singhpossess the relevant
	skill and capabilities to discharge the role of Independent
	Directors.

By Order of the Board of Directors Hardwyn India Limited

RUBALJEET SINGH SAYAL Digitally signed by RUBALJEET SINGH SAYAL Date: 2023.01.06 12:54:10 +05'30'

Sd/- Rubaljeet Singh Sayal Managing Director DIN: 00280624

Place: Delhi Date: 28.12.2022

Annexure 1:

Membership / Chairmanship of Committees of other Boards as on March31, 2022

A. Name of the Committees in which I am the Chairman
Name of the Committee	Name of the Company
Audit Committee	Seasons Furnishings Limited
Stakeholders Relationship Committee	Seasons Furnishings Limited
Audit Committee	Seasons Textiles Limited
Stakeholders Relationship Committee	Seasons Textiles Limited

1. Instructions for remote e-voting are as below:

• (i) Remote e-voting period shall commence on Monday, 09th January 2023 and end on Tuesday, 07th February 2023 (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. 06th January 2023(including those Members who may not have received this Notice due to nonregistration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) During the remote e-voting period, Members can login at CDSL e-voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again
• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDLis given below:

Type of	Login Method
shareholders
Individual Shareholders holding securities in Demat mode with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
	2) After successful login the Easi / Easiest user will be able to see the e Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting 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 or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, s so that the user can visit the e Voting service providers' website directly.
	3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is 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 3) 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 (i.e. your sixteen digit demat account number hold 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 and you will be redirected to e Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or
Participants	joining virtual meeting & voting during the meeting.

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. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can
securities in Demat mode with CDSL	contact CDSL helpdesk by sending a request at
	helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding	Members facing any technical issue in login can
securities in Demat mode with NSDL	contact NSDL helpdesk by sending a request at
	evoting@nsdl.co.in or call at toll free no.: 1800
	1020 990 and 1800 22 44 30

• (iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
• 1) The shareholders should log on to the e-voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders
	holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax
	Department (Applicable for both demat shareholders as well as physical
	shareholders)
	• Shareholders who have not updated their PAN with the
	Company/Depository Participant are requested to use the sequence
	number sent by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
Bank Details	format) as recorded in your demat account or in the company records in
OR Date of	order to login.
Birth (DOB)	• If both the details are not recorded with the depository or company,
	please enter the member id / folio number in the Dividend Bank
	details field.

• (v) After entering these details appropriately, click on "SUBMIT" tab.
• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN of the Company for which you choose to vote.

• (ix) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xi) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.comand register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Company and to the Scrutinizer at the email address viz; kmpminfo@gmail.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. 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 email to Scrutinizer at kmpminfo@gmail.com and/or RTA email at virenr@skylinerta.com.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective

Depository Participant (DP)

1. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai.

1.	Name and address of the Sole/First named
	Member
2.	Name(s) of the Joint Member(s), if any
3.	Registered folio No./ DP ID No. / Client ID No. ( Applicable to investors holding shares in dematerialized form)
4.	Number of Shares held

POSTAL BALLOT FORM

(Pursuant to Section 110 of the Companies Act, 2013)

I/we hereby exercise my/our vote in respect of the Resolution to be passed through postal ballot for the special businesses stated in the notice of the postal ballot dated 28th December, 2022 of the Company, by giving my/our assent or dissent to the said resolution by placing the tick(√)mark at the appropriate box below:

Sr.	Description	No. of	I/We assent	I/We dissent to the
No.		Shares held	to the	resolution
			resolution	(AGAINST)
			(FOR)
1.	TO CONSIDER & APPROVE
	APPOINTMENT OF MR. MANJEET
	SINGH (DIN:08206912) AS AN
	INDEPENDENT DIRECTOR OF THE
	COMPANY

Place:

Date:(Signature of the Member)

Notes:

• 1. Please read the instructions printed overleaf carefully before exercising the vote.
• 1. Last date for receipt of the Postal Ballot form by the Scrutinizer is 07/02/2023.

The E-voting facility will be available from Monday 09 January 2023 at 09.00 AM (IST) and shall end on Tuesday, 07thFebruary 2023 at 05.00 PM (IST).For E-voting refer to the instructions for voting provided in the Postal Ballot Notice.

INSTRUCTIONS

• 1. Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions mentioned herein and those mentioned in the Postal Ballot Notice and return the same duly completed in the enclosed Self-addressed Postage Pre-paid Reply Envelope to the Scrutinizer. Postage on Self-addressed Pre-paid Reply Envelope will be borne by the Company. However, envelopes containing Postal Ballot Form, if deposited in person or sent by Courier or by Registered Post at the expense of the Registered Member will also be accepted by Scrutinizer.
• 1. The envelopes containing the Postal Ballot Form should reach the Scrutinizer not later than the close of business hours i.e. 5:00 p.m. on Tuesday 07th February, 2023 at 05.00 PM (IST)Postal Ballot Form(s) received after this date and time will be treated as if the reply from the Member has not been received.
• 1. The Postal Ballot Form should be completed and signed (as per the specimen signature registered with the Company / Depository) by the Member. Any unsigned or incomplete Postal Ballot Form will be liable to be rejected.
• 1. In case of joint holding, the Postal Ballot Form should be completed and signed by the first named Member and in the absence of such Member, by the next named joint-holder. There will be only one Postal Ballot Form for every folio irrespective of the number of joint Member(s).
• 1. In case of shares held by Companies, Trusts, Societies etc., a duly completed Postal Ballot Form should be signed by its authorized signatory. In such cases the Postal Ballot Form shall be accepted only if the same is accompanied by a Certified True Copy of the Board Resolution/Authorisation together with the specimen signature(s) of the duly Authorised Signatory(ies).
• 1. Assent or dissent to the proposed resolutions may be recorded by placing a tick mark (√) in the appropriate column. Postal ballot form bearing tick mark (√) in both the column will render the form invalid. This Postal Ballot Form should be used for voting; no other form shall be accepted.
• 1. Any incomplete, unsigned, incorrectly completed, incorrectly ticked, defaced, torn, mutilated, overwritten, wrongly signed Postal Ballot Form will liable to be rejected. The Postal Ballot shall not be exercised by a Proxy.
• 1. Voting Rights shall be reckoned on the Paid up Value of shares registered in the name of the Member as on 06th January, 2023.
• 1. Members are requested to fill the Postal Ballot Form in indelible ink and not in any erasable writing mode.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date and time specified above.
• 1. Members are requested not to send any other paper(s) along with the Postal Ballot Form in the enclosed self-addressed postage prepaid envelope as all postal ballot(s) will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
• 1. The Scrutinizer's decision on the validity of Postal Ballot Form shall be final.
• 1. The Resolutions, if assented by requisite majority, shall be considered as passed onTuesday, 07th February 2023 at 05.00 PM (IST) (i.e. last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting by Tuesday, 07th February 2023 at 05.00 PM (IST).