Hester Biosciences Ltd — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

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13 January 2025

To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra - Kurla Complex, Mumbai - 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 524669 Symbol: HESTERBIO

Dear Sir/Madam:

Subject: Postal Ballot Notice

This is to inform that pursuant to Section 110 of Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company proposes to conduct Postal Ballot for obtaining the approval of members for Shifting of Registered Office of the Company as special resolution and as provided in the notice.

The Postal Ballot Notice (“Notice”) along with the Explanatory Statement, being sent to/published/ displayed for all the members of the Company whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, 10 January 2025 (“cut-off date”) seeking approval of members on special resolution as set out in the Notice, to be passed through the mode of remote e-voting.

In compliance with Ministry of Corporate Affairs Circulars No. 14/2020 dated 08 April 2020, No. 17/2020 dated 13 April 2020, No. 33/2020 dated 28 September 2020, No. 39/ 2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021, No. 3/2022 dated 5 May 2022, No. 11/2022 dated 28 December 2022, No. 09/2023 dated 25 September 2023 and No. 09/2024 dated 19 September 2024, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories as on the Cut-off date i.e. Friday, 10 January 2025 (“cut-off date”). The communication of assent or dissent of the Members would only take place through the remote e-voting system.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to its Members. The remote e-voting period commences from Wednesday, 15 January 2025 at 9:00 A.M. (IST) and end on Thursday, 13 February 2025 at 5:00 P.M. (IST) (both days inclusive). The Postal Ballot results will be submitted within 48 hours from conclusion of the e-voting period, with the Stock Exchanges in accordance with the Listing Regulations.

Mr. Tapan Shah, Practicing Company Secretary has been appointed as the Scrutiniser by the Board of Directors of the Company to ensure that the Postal Ballot process is conducted in a fair and transparent manner and in accordance with the said rules. We attach herewith the calendar of events for the postal ballot process.

The Notice is also being made available on the website of the Company: www.hester.in

You are requested to take the above information on your record.

Sincerely, For Hester Biosciences Limited

Vinod Digitally signed by Vinod Mali Date: 2025.01.13 Mali 10:48:56 +05'30' Vinod Mali Company Secretary & Compliance Officer

Enclosure: As above

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CALENDAR OF EVENTS FOR CONDUCTING POSTAL BALLOT AND E-VOTING FOR SEEKING THE MEMBERS APPROVAL

Sr.	Events	Date
1	Date on which Consent is given by scrutiniser	3 January 2025
2	Date of Board Resolution approving postal ballot notice	8 January 2025
3	Date of appointment of scrutiniser	8 January 2025
4	Relevant Date for considering shareholders to whom the postal ballot notice will be send and for remote e-voting	10 January 2025
5	Calendar event submission stock exchanges	13 January 2025
6	Date of completion of dispatch of postal ballot notice to shareholders	13 January 2025
7	Advertisement in newspaper for postal ballot notice	14 January 2025
8	Opening date of e-voting	15 January 2025
9	End date of e-voting	13 February 2025
10	Last date for submission of result to chairman of the company by scrutiniser	15 February 2025
11	Date of result declaration by company and submission with stock exchanges	15 February 2025

Sincerely, For Hester Biosciences Limited

Vinod Digitally signed by Vinod Mali Date: 2025.01.13 Mali 10:49:11 +05'30'

Vinod Mali

Company Secretary & Compliance Officer

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HESTER BIOSCIENCES LIMITED

CIN: L99999GJ1987PLC022333

Registered Office: Pushpak, 1[st] Floor, Panchvati Circle, Motilal Hirabhai Road, Ahmedabad - 380006, Gujarat Phone: +91 79 26445106 Email: cs@hester.in Website: www.hester.in

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of Companies (Management & Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given that the resolutions set out below are proposed to be passed by the Members of Hester Biosciences Limited ("the Company") by means of Postal Ballot through remote e-voting only pursuant to the provisions of Section 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or reenactment thereof for the time being in force) (hereinafter referred to as the "Act"), read together with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force) (hereinafter referred to as the "Rules"), read with the General Circular No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021, No. 3/2022 dated 5 May 2022, No. 11/2022 dated 28 December 2022, No. 09/2023 dated 25 September 2023 and No. 09/2024 dated 19 September 2024, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder issued by the Ministry of Corporate Affairs, Government of India (collectively, referred to as the "MCA Circulars"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), the Special Resolution for Special Business appended below are proposed to be passed by the Members of the Company by way of Postal Ballot only through voting by electronic means (‘remote e-voting’). The explanatory statement pursuant to Section 102(1) of the Act, setting out all material facts relating to the resolution mentioned in this Postal Ballot notice, is attached.

Item 1 - Shifting of Registered Office of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 12 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded for shifting the Registered Office of the Company from Pushpak, 1[st] Floor, Panchvati Circle, Motilal Hirabhai Road, Ahmedabad 380006, Gujarat to Village - Meda Adraj, Taluka - Kadi, District - Mehsana, Gujarat 384441, India , which is outside the local limits of the city, but within the same state falling under the jurisdiction of Registrar of Companies, Gujarat.”

“RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Company Secretary of the Company be and are hereby authorised to file necessary forms and documents, as may be required and to do all such acts, deeds and things as may be deemed fit and proper for shifting of registered office of the Company.”

By Order of the Board of Directors Place: Ahmedabad For Hester Biosciences Limited Date: 8 January 2025 Sd/- Vinod Mali Registered Office: Company Secretary & Compliance Officer Pushpak, 1[st] Floor, Panchvati Circle, M. No. ACS 50908 Motilal Hirabhai Road, Ahmedabad - 380006, Gujarat CIN: L99999GJ1987PLC022333

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Hester Biosciences Limited

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NOTES FOR MEMBER’S ATTENTION:

1. The Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Companies Act 2013 (the “Act”) read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto. All documents referred to in this Postal Ballot Notice shall be available or inspection by the Members electronically. Members seeking to inspect the same can send an email to cs@hester.in.

2. The Board of Directors of the Company has appointed Mr. Tapan Shah, Practising Company Secretary (Membership No.: FCS 4476: COP No.: 2839), as Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner who had communicated his willingness to be appointed for the said purpose. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) as the agency to provide e-voting facility enabling the members to cast their votes electronically in a secure manner.

3. In conformity with the prevailing regulatory requirements, the Postal Ballot notice is being sent only through electronic mode to those members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories on Friday, 10 January 2025 (“Cut-off date”) and who have registered their e-mail addresses with the Company or with the Depositories.

4. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the “Cut-off date”. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cutoff date will be entitled to cast their votes by remote e-voting. A person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only. This Notice is also available on the Company’s website www.shriramamc.in and also on the website of Stock Exchanges i.e. www.bseindia.com and www.nseindia.com and on the website of CDSL at www.evotingindia.com.

5. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

6. The Scrutinizer will submit the results of the remote e-voting along with his report to the Chairman of the Company or any person authorised by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5.00 P.M. on 15 February 2025. The said results along with the Scrutinizer’s Report would be uploaded on the website of the Company www.hester.in and also would be communicated to the Stock Exchanges at www.bseindia.com and www.nseindia.com and Central Depository Services (India) Limited (“CDSL”) at www.evotingindia.com.

7. The resolutions, if passed by requisite majority, will be deemed to have been passed on the last day of voting i.e. Thursday, 13 February 2025.

8. For receiving all communication from the Company electronically:

• a) Members holding shares in physical mode and who have not registered / updated their e-mail address with the Company are requested to register/ update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at cs@hester.in or to MUFG Intime India Private Limited at ahmedabad@linkintime.co.in

• b) Members holding shares in dematerialised mode are requested to register / update their e-mail address with the relevant Depository Participant which is mandatory while e-Voting & joining virtual meetings through Depository.

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Hester Biosciences Limited

9. Process for those Shareholders whose email/ mobile number are not registered with the Company/Depositories:

• a) 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 our RTA (MUFG Intime India Private Limited) on their email ID: ahmedabad@linkintime.co.in.

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

• Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:

  • a. For shares held in electronic form: to their Depository Participants (DPs)

  • b. For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI.

INFORMATION AND OTHER INSTRUCTIONS RELATING TO E-VOTING:

• 1) Remote e-voting period shall commence on Wednesday, 15 January 2025 at 9:00 A.M. (IST) and end on Thursday, 13 February 2025 at 5:00 P.M. (IST) (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialised form as on the Cut-off date, i.e. Friday, 10 January 2025 (including those Members who may not have received this Notice due to non-registration 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.

• 2) 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.

• 3) Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9 December 2020, under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholder’s 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.

• 4) In terms of SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9 December 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.

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Hester Biosciences Limited

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Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode:

• 5) Pursuant to above said SEBI Circular, Login method for e-Voting for individual shareholders holding securities in Demat mode is given below:

Type of	Login Method
shareholders
Individual	1) Users who have opted for CDSL Easi / Easiest facility, can login through
Shareholders	their existing user id and password. Option will be made available to
holding	reach e-Voting page without any further authentication. The URL for
securities in	users to login to Easi / Easiest are
Demat mode	https://web.cdslindia.com/myeasi/home/loginor visitwww.cdslindia.com
with CDSL	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/MUFG INTIME, so that the user can visit the e-Voting
	service provider’s website directly.
	3) If the user is not registered for Easi/Easiest, option to register is available
	athttps://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 an e-Voting link available on
	www.cdslindia.comhome 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 1) If you are already registered for NSDL IDeAS facility, please visit the e- Shareholders Services website of NSDL. Open web browser by typing the following holding URL: https://eservices.nsdl.com either on a Personal Computer or on a securities in mobile. Once the home page of e-Services is launched, click on the demat mode “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ with NSDL 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

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Hester Biosciences Limited

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‘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 You can also login using the login credentials of your demat account through Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility. (holding After Successful login, you will be able to see e-Voting option. Once you click securities in on e-Voting option, you will be redirected to NSDL/CDSL Depository site after demat successful authentication, wherein you can see e-Voting feature. Click on mode) login company name or e-Voting service provider name and you will be redirected through their to e-Voting service provider website for casting your vote during the remote Depository e-Voting period or joining virtual meeting & voting during the meeting. Participants

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned 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 athelpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode:

• 6) Login method for e-Voting for shareholders other than individual shareholders & physical Shareholders:

• (i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) 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. Members holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

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Hester Biosciences Limited

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• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) If you are holding shares in dematerialised form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.

• (vi) If you are a first time user follow the steps given below:

For Members holding shares in Dematerialised Form and Physical Form

PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both dematerialised shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to sequence number which is printed on Attendance Slip / communicated by mail indicated in the PAN field.
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 dematerialised 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 as mentioned in instruction (v).

• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in dematerialised 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 dematerialised account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for remote 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.

• (ix) For Members holding shares in physical form, the details can be used only for remote e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for the “HESTER BIOSCIENCES LIMITED” on which you choose to vote.

• (xi) 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.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiii) 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.

• (xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• (xvi) If dematerialised account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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Hester Biosciences Limited

• (xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store, Apple and Windows phone. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xviii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xix) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• 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 scrutiniser 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 authorised signatory who are authorised to vote, to the Scrutiniser and to the Company, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutiniser to verify the same.

• (xx) 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 toll free no. 1800 21 09911.

• (xxi) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

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Hester Biosciences Limited

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

As required by Section 102 of the Companies Act, 2013 (“Act”), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 1 of the accompanying Notice:

Item Number 1:

The Board of Directors proposes to shift the registered office of the Company from its current location at Pushpak, 1[st] Floor, Panchvati Circle, Motilal Hirabhai Road, Ahmedabad 380006, to Village Meda Adraj, Taluka Kadi, District Mehsana, Gujarat 384441, India.

The primary reason for this shift is to align the registered office with the Company's operational and strategic requirements. The new location is situated within the factory premises and offers better connectivity to all functions of Company, enhanced facilities and improved accessibility, which will contribute to the Company’s long-term growth objectives.

The proposed relocation remains within the jurisdiction of the same Registrar of Companies (RoC), Gujarat. Consequently, there will be no impact on the continuity of operations or any change in regulatory filings due to this shift.

The proposed registered office falls outside the local limits of Ahmedabad city and pursuant to the provisions of Section 12(5) of the Act, shifting of registered office to the new address as mentioned in the Special Resolution, outside the local limits of the city, requires approval of the members by way of a Special Resolution.

Your Directors recommend the above resolution to be passed as a Special Resolution.

None of the other Directors or key managerial personnel or their relatives is, in any way, concerned or interested in the said resolution.

The Board recommends the special resolution set forth in Item Number 1 of the notice for approval of the members.

Place: Ahmedabad Date: 8 January 2025

Registered Office:

Pushpak, 1[st] Floor, Panchvati Circle, Motilal Hirabhai Road, Ahmedabad - 380006, Gujarat CIN: L99999GJ1987PLC022333

By Order of the Board of Directors For Hester Biosciences Limited Sd/- Vinod Mali Company Secretary & Compliance Officer M. No. ACS 50908

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