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HARDWYN INDIA LIMITED — Proxy Solicitation & Information Statement 2026
Jun 9, 2026
61849_rns_2026-06-09_e3fde4af-e15c-4f7a-a7a9-bb35992d89f0.pdf
Proxy Solicitation & Information Statement
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Hardwyn
HARDWYN INDIA LIMITED
8-101, Mayapuri Inoli Area, Phase I
www.hardwyn.com
TEL: 01 40115154, 28114972, 28114643
Date: June 09, 2026
To,
The General Manager
The General Manager
National Stock Exchange of India Ltd.,
Bombay Stock Exchange Limited,
Exchange Plaza, 5th Floor,
P. J. Towers, Dalal Street,
Plot No. C/1, G-Block, Bandra-Kurla Complex
Fort, Mumbai - 400051
Fort, Mumbai-400001
NSE Symbol: HARDWYN
Scrip Code: 541276
Subject: Intimation of Notice of Extra-Ordinary General Meeting.
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed herewith the Notice dated June 05, 2026 convening Extra-Ordinary General Meeting (“EGM”) of the members of the Company, to be held on Friday, 03rd day of July, 2026 at 02:00 P.M. through Video Conferencing or Other Audio Visual Means (“VC/OAVM”), seeking approval of the members in respect of the resolution set out in the Notice of EGM.
The said Notice of EGM has been sent through electronic mode to all its members whose email addresses are registered with the Company/Registrar and Transfer Agent/ Depositories.
The said Notice is also available on the website of the Company at www.hardwyn.com and on the website of CSDL at www.evotingindia.com. The e-voting details are mentioned below:
| Cut-off date (for determining members eligible for e-voting) | Friday, June 26, 2026 |
|---|---|
| Remote e-Voting Commencement date and time | Tuesday, 30th day of June, 2026 at 09:00 A.M. (IST) |
| Remote e-Voting end date and time | Thursday, 02nd day of July, 2026 at 05:00 P.M. (IST). |
We request you to kindly take the above information on record
Thanking you,
Yours faithfully
For Hardwyn India Limited
RUBALJEET
SINGH SAYAL
Digitally signed by
RUBALJEET SINGH SAYAL
Date: 2026.06.09 15:42:42
+05'30'
Rubaljeet Singh Sayal
Managing Director & CFO
DIN: 00280624
Encl: As above
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Hardwyn
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Phase I
New Delhi-110064
Tel.: 011-88115555, 28114972, 28114683
NOTICE
Notice is hereby given that Extraordinary General Meeting having serial number 01/2026-2027 of the members of Hardwyn India Limited will be held on Friday, July 03, 2026, at 02:00 P.M. through video conferencing (VC)/ other audio-visual means (OAVM) to transact the following business:
ITEM NO. 1: TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
To consider and if thought fit, to pass with or without modification, the following resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 13, 61(1)(a), 64 of the Companies Act, 2013 (“the Act”) and other applicable provisions of the Act, if any (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) read with the Companies (Share Capital and Debentures) Rules, 2014 framed thereunder and Articles of Association of the Company, on the recommendation of the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from the existing ₹50,00,00,000/- (Rupees Fifty Crore Only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of ₹1.00/- (Rupee One Only) each to ₹70,00,00,000/- (Rupees Seventy Crore Only) consisting of 70,00,00,000 (Seventy Crore) equity shares of face value ₹1.00/- (Rupee One Only) ranking pari passu in all respects with the existing equity shares.
RESOLVED FURTHER THAT pursuant to the provisions of Section 13, and all other applicable provisions of the Companies Act, 2013 and the relevant rules framed thereunder, the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:
“V. The Authorised Share Capital of the Company is ₹70,00,00,000/- (Rupees Seventy Crore Only) consisting of 70,00,00,000 (Seventy Crore) equity shares of face value ₹1.00/- (Rupee One Only) each.”
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorised to do all such act(s), deed(s) and things including filing of all forms and
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Hardwyn
Land 1853
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incll. Area, Phase 1
New Delhi-110064
Tel.: 011-38115555, 2-8114972, 28114643
documents with Registrar of Companies and other Regulatory Authorities as may be necessary and incidental to give effect to the aforesaid resolution."
ITEM NO. 2: TO ISSUE BONUS SHARES
To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions of the Companies Act, 2013 ("the Act") read with the Companies (Share Capital and Debentures) Rules, 2014 ("the Rules"), and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Foreign Exchange Management Act, 1999 and other applicable provisions of regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) from time to time, the enabling provisions of the Memorandum and Articles of Association of the Company, and pursuant to the recommendation of the Board of Directors of the Company (hereinafter referred to as "the Board", which expression shall be deemed to include a Committee of Directors or officer(s) of the Company duly authorized in this behalf), and subject to such approvals as may be required in this regard, approval of the Members be and is hereby accorded to the Board for capitalization of a sum not exceeding ₹19,53,73,622 (Rupees Nineteen Crore Fifty Three Lakh Seventy Three Thousand Six Hundred Twenty Two Only) from and out of the Company's Free Reserves (Retained Earnings) for the purpose of the issue of bonus equity shares of ₹1.00/- (Rupee One only) each, credited as fully paid-up equity shares to the holders of the existing equity shares of the Company in consideration of their said holding and whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), on such date as may be fixed in this regard by the Board, in the proportion of 2 (Two) equity share of ₹1.00/- (Rupee One only) each for every 5 (Five) existing equity shares of ₹1.00/- (Rupee One only) each held by the shareholder and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such shareholder.
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Hardwyn
Land 1853
Fairfiction Rediff
HARDWYN INDIA LIMITED
B-301 Mavapuri Intil. Area, Phase 2
New Delhi-110064
Tel.: 011-88115555, 2-8114972, 28114643
RESOLVED FURTHER THAT the bonus shares so allotted shall rank pari-passu in all respects with the fully paid-up equity shares of the Company as on the Record Date and the same shall be subject to the terms and conditions contained in Memorandum of Association and Articles of Association of the Company.
RESOLVED FURTHER THAT in accordance with the SEBI ICDR Regulations, the new equity shares to be allotted pursuant to the bonus issue shall be allotted in dematerialized form only and shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s) and with respect to the members holding equity shares in physical form, the Company shall credit the bonus equity shares to a new demat suspense account till they are credited to the beneficiary accounts of the respective members holding Equity Shares in physical form.
RESOLVED FURTHER THAT pursuant to the restrictions imposed under Regulation 294 of ICDR Regulations, the bonus equity shares shall be issued in dematerialized form only and accordingly, the same shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s) within such time as prescribed by law and the relevant authorities.
RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non- Resident Indians (NRIs), Overseas Citizen of India, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs) and other foreign investors of the Company, if any will be subject to the approval of the RBI, if applicable and as may be necessary.
RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to ignore such fractions and no allotment shall be made for such fractional equity shares.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board including any Committee of the Board or person authorised by the Board, be and is hereby authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and as it may in its sole and absolute discretion deem necessary, expedient or incidental in regard to issue of bonus shares, filing of any documents with the Securities and Exchange Board of India, Stock Exchanges where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or any concerned authorities, applying
Hardwyn
Land 1853
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incll. GGG Bhasal
New Delhi-110004
Tel: 011-28115555, 28114972, 28114683
and seeking necessary listing approvals from the Stock Exchanges, and to settle any question, difficulty or doubt that may arise in regard thereto.”
ITEM NO. 3: TO REGULARISE THE APPOINTMENT OF MR. YOGESH KUMAR GARG (DIN: 02144584) FOR A TERM OF FIVE (5) YEARS
To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, Schedule IV of the Act, Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and based on the recommendation of the Nomination and Remuneration Committee, the consent of the Members be and is hereby accorded for the appointment of Mr. Yogesh Kumar Garg (DIN: 02144584), who was appointed by the Board of Directors as an Additional Director (Independent and Non-Executive) with effect from 5th June, 2026 and who has submitted the requisite declarations confirming his eligibility and independence, as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from 5th June, 2026 up to 4th June, 2031.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.
RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable to give effect to this resolution.”
HARDWYN INDIA LIMITED
B-101 Mayapuri Incil, Anka, Phase 1
New Delhi-110064
Tel.: 011-38115353, 28114972, 28114643
For and on behalf of
Hardwyn India Limited
Sd/-
Rubaljeet Singh Sayal
Managing Director & CFO
Date: June 05, 2026
DIN: 00280624
Place: New Delhi
Email: [email protected] | www.hardwyn.com | CIN: L74990DL2017PLC324826
Page 5
Hardwyn
Land 1853
Fairfiction Rediff
HARDWYN INDIA LIMITED
B-101 Mayapuri Intil. Area, Phase 1
New Delhi-110064
Tel.: 011-88116555, 2-8114972, 28114643
NOTES:
-
Pursuant to the General Circular No. 14/2020 dated 8 April, 2020, General Circular No. 17/2020 dated 13 April, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 11/2022 dated 28 December, 2022, General Circular No. 09/2023 dated September 25, 2023, General Circular No 09/2024 dated September 19, 2024 and General Circular No 03/2025 dated September 22, 2025 (Collectively "MCA Circulars") issued by the Ministry of Corporate Affairs ("MCA") and circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May, 2020, Circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021 and Circular no. SEBI/HO/ CFD/CMD2/CIR/P/2022/62 and SEBI/HO/DDHS/P/CIR/2022/0063 dated 13 May, 2022, SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 5 January, 2023 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 7 October, 2023 Circular no. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 (collectively "SEBI Circulars") issued by the Securities and Exchange Board of India ("SEBI") and in Compliance with the applicable provision of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the forthcoming EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM. The detailed Instructions for attending EGM through VC/ OAVM are annexed to the Notice as Annexure-A
-
As per the Companies Act, 2013, members entitled to attend and vote at the EGM are entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a Member of the Company. Since the EGM is being held through VC as per MCA Circulars and SEBI Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Similarly, as this EGM is being held through VC, the route map is not annexed to this Notice.
-
Corporate members may authorize their representatives for casting the votes using remote e-voting facility or for participation and voting in the EGM using VC. Institutional Investors are encouraged to attend and vote at the EGM through VC. Institutional Investors, who are members of the Company and corporate members intending to attend the EGM through VC or
Hardwyn
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Phase 1
New Delhi-110064
Tel.: 011-88115555, 2-8114972, 28114643
OAVM and to vote thereat through remote e-voting are requested to send a certified copy of the Board Resolution/ Letter of Authorisation /Power of Attorney to the Scrutinizer by e- mail at [email protected].
-
In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Revised Secretarial Standards - 2 w.e.f. 1st April, 2024 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.
-
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021 May 5, 2022, September 25,2023 and September 19, 2024, the Company is providing facility of remote e-voting (facility to cast vote prior to the EGM) and also e-voting during the EGM to its Members in respect of the business to be transacted at the EGM. For the purpose, the Company has entered into an agreement with CDSL for facilitating voting through electronic means, as the authorized e-voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL. The detailed instruction for remote E-Voting and E-Voting at EGM is annexed to the Notice as Annexure-A. The participation of members through VC will be reckoned for the purpose of quorum for the EGM as per Section 103 of the Act.
-
The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) in respect of the special business specified above is annexed to the Notice as “Annexure-B”.
-
The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Hardwyn
B-101 Mavapuri Intil. Area, Phase-I
Tel.: 011-38115352, 211114972, 28114643
-
In conformity with the applicable regulatory requirements, the Notice of this EGM is being sent only through electronic mode to those Members who have registered their e-mail addresses with the Company or with the Depositories. Further, in line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.hardwyn.com. The Notice can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com. The EGM Notice is also disseminated on the website of Central Depository Services (India) Limited (“CDSL”) (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.
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In case you are holding the Company’s shares in dematerialized form, please contact your depository participant and give suitable instructions to update your bank details in your demat account and to notify any changes with respect to their addresses, email id, ECS mandate.
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As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities.
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In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. M/s. Skyline Financial Services Private Limited, New Delhi having their address at D-153A, 1st Floor, Okhla Industrial Area, , Phase-I, New Delhi-110020, New Delhi are the Registrar & Share Transfer Agents (RTA) of the Company. All communications in respect of share transfers, dematerialization and change in the address of the members may be communicated to the RTA.
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Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to the RTA/Company.
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Members who have not registered their email ID with the depository participants, are requested to register their email ID with their depository participants in respect of shares held in electronic form and in respect of shares held in physical form, are requested to submit their request with their valid email ID to our RTA at [email protected] or [email protected] for receiving all communications including annual report, notices, letters etc., in electronic mode from the Company.
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Members who hold shares in physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their
Hardwyn
Land 1853
Fairfiction Nodafind
HARDWYN INDIA LIMITED
B-101 Mavapuri Incil, Area, Phase-I
New Delhi-110064
Tel.: 011-38115352, 211114972, 28114643
own interest to avail the nomination facility. Members holding shares in dematerialized form may contact their respective depository participant(s) for recording nomination in respect of their shares.
| Type of holder | Process to be followed | |
|---|---|---|
| Physical | For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company, Skyline Financial Services Private Limited either by email to [email protected] or by post to Skyline Financial Services Private Limited, New Delhi having their address at D-153A, 1^{st} Floor, Okhla Industrial Area, , Phase-I, New Delhi-110020. | |
| Form for availing investor services to register PAN, email address, bank details and other KYC details or changes / update thereof for securities held in physical mode | Form ISR-1 | |
| Update of signature of securities holder | Form ISR-2 | |
| For nomination as provided in Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 | Form SH-13 | |
| Declaration to opt out of Nomination | Form ISR-3 | |
| Cancellation of nomination by the holder(s) (along with ISR-3) / Change of nominee | Form SH-14 | |
| Form for requesting issue of duplicate certificate and other service requests for shares / debentures / bonds, etc., held in physical form | Form ISR-4 |
- In case of Joint Holders attending the EGM, only such Joint Holder whose name appears first in the order of names will be entitled to vote.
- Only bonafide members of the Company, whose name appears first on the Register of
Hardwyn
Land 1803
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incll. Area, Dhaka1
New Delhi-110004
Tel: 011-28115355, 28114973, 28114683
Members, will be permitted to attend the meeting through VC/OAVM. The Company reserves its right to take all necessary steps as may be deemed necessary to restrict non-members from attending the meeting.
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Pursuant to the directions/notifications of Securities and Exchange Board of India (SEBI) and Depositories, the demat account holders can operate their accounts if they had already provided Income Tax Permanent Account Number either at the time of opening of the account or at any time subsequently. In case they have not furnished the Income Tax Permanent Account Number to the Depository Participants, such demat account holders are requested to contact their DPs with a photocopy of the PAN Card (with original PAN Card for verification), so that the frozen demat accounts would be available for operation and further consequences of non-compliance with the aforesaid directives would be obviated. SEBI, vide Circular Ref. No. MRD/Dop/Cir-05/2009 dated May 20, 2009 made it mandatory to have PAN particulars for registration of physical share transfer requests. Based on the directive contained in the said circulars, all share transfer requests are therefore to be accompanied with PAN details. Members holding shares in physical form can submit their PAN details to the Company / RTA.
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Members who hold shares in dematerialized form are requested to bring their DP ID and Client ID numbers for easy identification of attendance at the meeting.
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The Equity Shares of the Company are mandated for trading in the compulsory demat mode. The ISIN Number allotted for the Company’s shares is INE0T4V01015.
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Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.
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The notice of Extraordinary General Meeting will be sent to the members, whose name appears in the Register of members/ depositories as at closing hours of business on June 05, 2026.
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The Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, 26th day of June 2026 (cut-off date), are entitled to vote on the resolution set forth in the Notice.
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The e-voting period will commence on Tuesday, 30th Day of June 2026 at 09:00 A.M. (IST) and will end on Thursday, 2nd day of July, 2026 05:00 P.M. (IST). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Members will not be able to cast their votes electronically
HARDWYN INDIA LIMITED
B-101 Mayapuri Incil, Anka, Phase 1
New Delhi-110064
Tel.: 011-38115352, 211114972, 28114643
beyond the date & time mentioned above.
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The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on Cut-Off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date only shall be entitled to avail facility of remote e-voting. Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as on Cut-Off date, may cast vote after following the instructions for e-voting as provided in the Notice convening the Meeting, which is available on the website of the Company and CDSL. However, if you are already registered with CDSL for remote e-voting then you can use your existing User ID and password for casting vote.
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The Company has appointed Mr. Akash Goel, Practicing Company Secretary (Membership No. 13219) of M/s. Akash & Co., Company Secretaries, as the Scrutinizer for scrutinizing the remote e-voting process as well as voting at the EGM in a fair and transparent manner.
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The Results of voting will be declared within 2 working days from the conclusion of the EGM and the Resolutions will be deemed to be passed on the date of the EGM, subject to receipt of requisite number of votes. The declared Results, along with the Scrutinizer's Report, will be available forthwith on the Company's website www.hardwyn.com and on the website of CDSL i.e., www.evotingindia.com immediately after the result is declared. The Company shall simultaneously forward the results to stock exchanges i.e. National Stock Exchange of India Limited, where the equity shares of the Company are listed.
Hardwyn
Land 1863
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Phase 1
New Delhi-110064
Tel.: 011-28115555, 2-8114972, 28114643
Annexure A
THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
-
In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) permitting general meetings to be held through video conferencing (VC) or other audio-visual means (OAVM), the forthcoming EGM will be held through VC/OAVM. Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.
-
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.
-
The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Phase 1
New Delhi-110004
Tel.: 011-88115555, 2-8114972, 28114683
-
The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.hardwyn.com. The Notice can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.
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The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(i) The voting period begins on Tuesday, June 30, 2026 at 09:00 A.M. (IST) and ends on Thursday, July 02, 2026 at 05:00 P.M. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, June 26, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Dhaka1
New Delhi-110064
Tel: 011-28115555, 28114972, 28114683
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iv) 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/NSDL is given below:
| Type of shareholders | Login Method |
|---|---|
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Phase 1
New Delhi-110064
Tel.: 011-88115555, 2-8114972, 28114643
| Individual Shareholders holding securities in Demat mode with CDSL Depository | 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 users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
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, 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 cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.
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. 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 | 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 |
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Page 15
HARDWYN INDIA LIMITED
B-101 Mavapuri Intil. Area, Phase 1
New Delhi-110064
Tel.: 011-88115555, 2-8114972, 28114643
| with NSDL Depository | 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 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. |
|---|---|
| 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 |
| 4) | For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or 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 | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. |
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Page 16
Hardwyn
B-101 Mavapuri Ircill, Orba, Phasa-I
Tel.: 011-28115555, 2-8114972, 28114683
(holding securities in demat mode) login through their Depository Participants (DP)
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 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 securities in Demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911 |
| 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 [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings 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,
Hardwyn
B-101 Mavapuri Incil, Anka, Phase 3
Tel.: 011-38115352, 28114972, 28114643
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 Bank Details OR Date of Birth (DOB) | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • 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. |
(vi) After entering these details appropriately, click on "SUBMIT" tab.
(vii) 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
B-101, Mayapuri, Indi. Area, Dhaka1
New Delhi 110 004
Tel: 011-28115555, 28114973, 28114683
strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant Hardwyn India Limited on which you choose to vote.
(x) 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.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) 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.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) 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.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvii) 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.com and 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 [email protected].
B-101, Mayapuri, Indi. Area, Dhaka11
New Delhi 110 004
Tel: 011-28115355, 28114972, 28114683
- 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 will be mapped automatically & can be delink in case of any wrong mapping.
- It is Mandatory that, 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 mandatory 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 Scrutinizer and to the Company at the email address viz; [email protected] if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
- The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.
- The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
- Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.
- Shareholders are encouraged to join the Meeting through Laptops/Ipads for better experience.
- Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
B-101 Mavapuri Intil. Area, Phase 1
Tel.: 011-38115355, 21114972, 28114643
-
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 2 (two) days prior to the Meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 2 (two) days prior to the Meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
-
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
-
Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
-
If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/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 email to Company/RTA email id.
-
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP).
-
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.
Hardwyn
Land 1803
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incil, Anka, Phase 1
New Delhi-110064
Tel.: 011-38115352, 28114972, 28114643
If you have any queries or issues regarding attending the EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.
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 - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Page 22
Hardwyn
Land 1853
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incll. Gota, Dhaka?
New Delhi-110004
Tel.: 011-28115555, 2-8114972, 28114683
Annexure B
Explanatory Statement
Pursuant to Section 102(1) of Companies Act, 2013
As required by Section 102 of the Companies Act, 2013 (the “Act”), the following Explanatory Statement sets out all material facts relating to the aforementioned special businesses:
ITEM NO. 1: INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
In order to broaden the existing capital structure of the Company and to enable the Company to issue bonus shares, the board of directors at its meeting held on Friday, June 05, 2026, have recommended to increase the authorised share capital of the Company by infusion of more Capital into the Company. Presently, the Authorized Share Capital of the Company is ₹50,00,00,000/- (Rupees Fifty Crore Only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of ₹1.00/- (Rupee One Only) each, it is proposed to increase the Authorized Share Capital to ₹70,00,00,000/- (Rupees Seventy Crore Only) consisting of 70,00,00,000 (Seventy Crore) equity shares of face value ₹1.00/- (Rupee One Only) each by the creation of additional 20,00,00,000 equity shares of ₹1.00/- (Rupee One Only) each.
The increase in the Authorized Share Capital as aforesaid would entail consequential alteration of the existing Clause V of the Memorandum of Association of the Company. The increase in the Authorized Share Capital and consequential alteration to Clause V of the Memorandum of Association of the Company require Members’ approvals in terms of Sections 13, 61 and 64 of the Companies Act, 2013 and any other applicable statutory and regulatory requirements.
The set of Memorandum of Association is available for inspection at the Registered Office of the Company during business hours between 11.00 A.M. to 5.00 P.M. on all working days of the Company (except Saturday, Sundays and Public holidays).
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Notice except to the extent of their shareholding in the Company. Accordingly, approval of the
Tel.: 011-88115555, 218114972, 28114643
Members of the Company is hereby sought by way of ordinary resolution as set out in Item No. 1 of this Notice.
ITEM NO. 2: TO ISSUE BONUS SHARES
With a view to increase the liquidity of the equity shares and to expand the shareholders base, the Board of Directors at its meeting held on Friday, June 05, 2026, subject to consent of the members of the Company, approved and recommended issue of bonus equity shares of ₹1/- (Rupee One Only) each credited as fully paid up to eligible members of the Company in the proportion of 2 (Two) equity shares of ₹1/- (Rupee One Only) each for every 5 (Five) existing equity share of ₹1/- (Rupee One Only) each by capitalizing a sum not exceeding ₹19,53,73,622 (Rupees Nineteen Crore Fifty Three Lakh Seventy Three Thousand Six Hundred Twenty Two Only) from and out of the Free Reserves (Retained Earnings), subject to the approval of members of the Company.
Articles of Association of the Company permits capitalization of any part of the amount for the time being standing to the credit of any of the Company’s reserves account, or to the credit of the profit and loss account, or otherwise available for distribution, by applying the same towards payment of unissued shares to be issued to the members as fully paid bonus shares.
The Bonus Shares so allotted shall rank pari- passu in all respects with the fully paid-up Equity Shares of the Company as on the Record Date and shall be made according to the regulations as specified under Chapter XI of SEBI (ICDR) Regulations 2018.
Members are requested to note that in terms of the SEBI ICDR Regulations, the new equity shares to be allotted pursuant to the bonus issue shall be allotted in dematerialised form only. Accordingly, members
holding shares in physical form are requested to provide such information and details as may be required, relating to his/her/ its demat account with a depository participant, to the Company / its Registrar and Transfer Agent at least one working day before the Record date which shall be intimated in due course, to enable it to issue the bonus equity shares in dematerialised form. With respect to the bonus equity shares of members holding equity shares in physical form who have not provided their demat account details to the Company, the said bonus equity shares shall be credited in dematerialised form to a new demat suspense account, to hold these shares till they are credited to the beneficiary accounts of the respective members holding equity shares in physical
B-101 Mavapuri Intil. Area, Phase 3
Tel.: 011-38115352, 211114972, 28114643
form. The voting rights on the bonus equity shares held in the demat suspense account / trust account, shall remain frozen.
According to the restrictions specified under Chapter XI of SEBI (ICDR) Regulations 2018, the bonus shares shall be issued in dematerialised form only. Hence, the shareholders holding shares in physical form shall follow the procedure as specified in Annexure C which forms an integral part of this notice to ensure their entitlement to the bonus shares.
Pursuant to proviso to Regulation 295 of SEBI ICDR Regulations, the bonus issue shall be implemented within two months from the date of the meeting of Board of Directors wherein, the decision to announce the bonus issue was taken subject to shareholders' approval.
None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, in this resolution, except to the extent of their respective shareholding, if any, in the Company.
Promoter and Promoter group are deemed to be interested to the extent of their respective shareholding, if any, in the Company.
ITEM NO. 3 TO REGULARISE THE APPOINTMENT OF MR. YOGESH KUMAR GARG (DIN: 02144584) FOR A TERM OF FIVE (5) YEARS
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on 5th June, 2026, appointed Mr. Yogesh Kumar Garg (DIN: 02144584) as an Additional Director (Independent and Non-Executive) of the Company with effect from 5th June, 2026 pursuant to the provisions of Section 161 of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company.
In terms of the provisions of the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the appointment of an Independent Director is subject to the approval of the Members of the Company.
The Company has received from Mr. Yogesh Kumar Garg (i) consent to act as a Director, (ii) a declaration confirming that he meets the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and (iii) confirmation that he is not disqualified from being appointed as a Director under the Act.
Tel.: 011-88115555, 2-8114972, 28114643
In the opinion of the Board, Mr. Yogesh Kumar Garg fulfils the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and is independent of the management of the Company. Considering his qualifications, experience and expertise, the Board believes that his association would be of significant value to the Company.
The Board accordingly recommends the Ordinary Resolution set out in the Notice for approval of the Members for appointment of Mr. Yogesh Kumar Garg as an Independent Director (Non-Executive) of the Company for a term of five consecutive years commencing from 5th June, 2026 and ending on 4th June, 2031.
Except Mr. Yogesh Kumar Garg and his relatives, if any, none of the Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the proposed resolution.
DETAILS OF DIRECTOR SEEKING APPOINTMENT:
| Particulars | Details |
|---|---|
| Name of Director | Mr. Yogesh Kumar Garg |
| Director Identification Number (DIN) | 02144584 |
| Category | Independent Director (Non-Executive) |
| Date of First Appointment on the Board | 5th June, 2026 |
| Date of Appointment as Additional Director | 5th June, 2026 |
| Proposed Designation | Independent Director (Non-Executive) |
| Term of Appointment | Five consecutive years from 5th June, 2026 to 4th June, 2031 |
| Date of Birth / Age | 04/02/1967 |
| Nationality | INDIAN |
| Qualifications | B. Com from St. John’s College Agra in 1986, and Graduation in Law from Calvin College Lucknow 1992, Cost Accountancy in 1995 and Company Secretary in 1996. |
Hardwyn
Land 1803
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incil, Anka, Phase-1
New Delhi-110064
Tel.: 011-38115352, 28114972, 28114643
| Experience (including expertise in specific functional areas) | To be provided |
|---|---|
| Occupation | To be provided |
| Terms and Conditions of Appointment | Appointment as an Independent Director (Non-Executive), not liable to retire by rotation, for a term of five consecutive years commencing from 5th June, 2026 to 4th June, 2031. |
| Remuneration Proposed to be Paid | Sitting fees, reimbursement of expenses and such remuneration as may be approved by the Board and shareholders in accordance with applicable law and Company policy. |
| Shareholding in the Company (including shareholding as a beneficial owner) | NIL |
| Number of Board Meetings attended during the Financial Year | Not Applicable, being a newly appointed Director. |
| Relationship with other Directors, Manager and Key Managerial Personnel of the Company | None |
| Directorships held in other companies | 1. PMC Fincorp Limited, Independent Director |
| Membership/Chairmanship of Committees of other Boards | 1. Member of Audit Committee of PMC Fincorp Limited |
| 2. Member of Nomination and Remuneration Committee of PMC Fincorp Limited | |
| 3. Member of Corporate Social Responsibility Committee of PMC Fincorp Limited |
Hardwyn
Land 1803
Perfection Redefined
HARDWYN INDIA LIMITED
B-101 Mayapuri Incil, Anka, Phase 3
New Delhi-110064
Tel.: 011-38115352, 28114972, 28114643
| Listed entities from which the person has resigned in the past three years | NIL |
|---|---|
| Number of shares held in the Company | NIL |
| Inter-se relationship between Directors | None |
| Justification for Appointment | The Nomination and Remuneration Committee and the Board of Directors have considered the qualifications, experience, expertise, integrity and independence of Mr. Yogesh Kumar Garg and are of the opinion that his appointment would be beneficial to the Company. |
| Declaration of Independence | The Company has received a declaration from Mr. Yogesh Kumar Garg confirming that he meets the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. |
| Board's Opinion | The Board is of the opinion that Mr. Yogesh Kumar Garg fulfils the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations for appointment as an Independent Director and is independent of the management of the Company. |
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Page 28
HARDWYN INDIA LIMITED
B-101 Mayapuri Incil, Anka, Phase 5
New Delhi-110064
Tel.: 011-38115352, 28114972, 28114643
For and on behalf of
Hardwyn India Limited
Rubaljeet Singh Sayal
Date: June 05, 2026
Managing Director & CFO
Place: New Delhi
DIN: 00280624
Email: [email protected]
www.hardwyn.com
CIN: L74990DL2017PLC324826
Page 29
Annexure C
Credit of bonus shares of the members holding shares in physical form:
In compliance with the provisions of Chapter XI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Bonus Shares would be allotted to the shareholders in demat mode only.
Accordingly, the shareholders holding shares in physical mode are requested to provide their demat account number to the Company/ RTA so that their bonus shares are credited to their respective account.
In this connection, the shareholders holding shares in physical mode are requested to submit the following documents –
- Request letter for credit of Bonus Share in Demat Account.
- Form ISR-1
- Self-attested copy of PAN
- Self-attested copy of Aadhar/ Any other Government Issued Address Proof; and
- Client Master List duly attested by your Depository Participant.
Above forms can be downloaded from the website of the Company at www.hardwyn.com
The above details can also be submitted either through in person verification, through post to RTA by way of email to [email protected].
The above documents are required to be sent to the Company or RTA before the record date as may be fixed by the Board of Directors for the bonus issue. In case of non-receipt of the above documents to the Company or RTA by the said date, the respective bonus shares shall be dealt with as may be specified by the Stock Exchange or any other relevant authority.