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High Energy Batteries (India) Ltd. Proxy Solicitation & Information Statement 2026

Feb 21, 2026

62224_rns_2026-02-21_8d227b1d-8fb1-4d1a-83c3-4ba1521ecbfc.pdf

Proxy Solicitation & Information Statement

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Ref: SECY/2025 – 26/142

February 21, 2026

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001

Scrip Code: 504176

Dear Sirs,

Sub: Submission of Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the Postal Ballot Notice seeking approval of Shareholders of the Company, on the following matter:

  • i) Re-appointment of Dr. G A Pathanjali (DIN:05297665) as Managing Director of the Company, by way of Special Resolution.

  • ii) Appointment of Mr. C V Ramana (DIN:11517220) as Nominee Director of the Company, by way of Ordinary Resolution.

iii) Appointment of Mrs. Jayashree Ajit Shankar (DIN: 08397093) as Woman Independent Director of the Company, by way of Special Resolution.

In accordance with the General Circulars issued by SEBI & Ministry of Corporate Affairs from time to time, the Postal Ballot Notice was dispatched through e-mail on 21.02.2026 to the registered email id of the Shareholders, who were members of the Company as on the cut-off date i.e., 13.02.2026 . Shareholders are advised to give their assent / dissent on the proposed resolution(s) only through remote e-voting. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its Shareholders. The remote e-voting period commences on Sunday, the 22[nd] February, 2026 (09:00 A.M.) and ends on Monday, the 23[rd] March, 2026 (05:00 P.M.) . The Notice of Postal Ballot is also available on the Company’s website www.highenergy.co.in.

Kindly take the above information into your records.

Thanking you,

Yours faithfully,

For High Energy Batteries (India) Limited

ANANTHA SUBRAMANIAN

Digitally signed by ANANTHA SUBRAMANIAN DN: c=IN, postalCode=620006, st=TAMIL NADU, street=BHARATH GREEN EMPIRE ,1ST FLOOR, FLAT M, MELUR ROAD ,TIRUCHIRAPPALLI,SRIRANGAM ,620006, l=TIRUCHIRAPPALLI, o=Personal, serialNumber=b5c9bd130f7aecf062e3249a16a3376aac256af8f52ce0ed7100f12cc2c4005f, pseudonym=acbe728a3d7746fea04aeba8243ad8b2, 2.5.4.20=ffa6016f4c18974fe7a4b79228f61b0c738376471cb2a0a81c754ffa720c4bc0, [email protected], cn=ANANTHA SUBRAMANIAN Date: 2026.02.21 17:17:12 +05'30'

(V. Anantha Subramanian) Company Secretary & Compliance Officer

Encl: as above

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High Energy Batteries (India) Limited

CIN : L36999TN1961PLC004606

Regd. Office: “Esvin House”, 13, Old Mahabalipuram Road, Perungudi, Chennai-600 096. Phone: 044 – 24960335 / 24963552/ 24961785, Email: [email protected] , Website: www.highenergy.co.in

POSTAL BALLOT NOTICE

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

To

The Members of High Energy Batteries (India) Limited

NOTICE is hereby given, pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, as amended (‘the Act’), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with General Circular No. 14/2020 dated April 8, 2020; 17/2020 dated April 13, 2020, 03/2025 dated September 22, 2025 and other relevant circulars issued in this regard from time to time by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Secretarial Standard on General Meetings (SS – 2) issued by the Institute of Company Secretaries of India and pursuant to other applicable laws and regulations, that the Resolution(s) appended below are proposed to be passed by the Members of the Company by way of Postal Ballot through Remote electronic voting ( “e-voting” ). The Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the proposed Resolution(s) setting out the material facts are annexed hereto for your consideration and approval.

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SPECIAL BUSINESS:

1. Re-appointment of Dr. G. A. Pathanjali (DIN: 05297665) as Managing Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time made and pursuant to Regulation 17 (1C) and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), and as recommended by the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on 31[st] January, 2026 and approved by the Board of Directors of the Company at its meeting held on 31[st] January, 2026 approval of the Company be and is hereby accorded for the re-appointment of Dr. G. A. Pathanjali (DIN: 05297665) as Managing Director of the Company for a period of Three years with effect from April 01, 2026, (viz., from April 01, 2026 to March 31, 2029) whose office is not liable to retire by rotation, under the Articles of Association of the Company, on the terms and conditions of appointment and remuneration as set out below.

RESOLVED FURTHER THAT on the recommendation of the Nomination and Remuneration Committee, the Board of Directors be and are hereby authorized to alter and vary such terms of appointment and remuneration in accordance with the provisions of the Companies Act, 2013, as amended from time to time;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and Company Secretary be and are hereby authorized, on behalf of the Company, to do all acts and file necessary forms with ROC and furnish the same to the Stock Exchange.

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TERMS AND CONDITIONS:

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1 Period From 01.04.2026 to 31.03.2029
Remuneration
Rs.3,75,000/- (Rupees Three Lakhs Seventy-Five
a) Salary
thousand only) per month including Dearness
Allowance and all other allowances.
As may be determined by the Nomination and
Remuneration Committee / Board from time to time,
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subject to a ceiling of an amount equal to a minimum
b) Commission amount of 100% of annual salary. The Board will review
and change the commission percentage from time to
time based on the performance of the company, subject
to the eligibility as per Section 198 of the Companies
Act, 2013.
Perquisites will be in addition to salary and commission
and shall be restricted to an amount equal to the annual
salary.
Perquisites shall be valued in terms of the Income tax
Rules and accordingly certain perquisites, essentially
Perquisites covering retirement benefits, viz., contribution to
Provident Fund, Superannuation Fund, Gratuity not
exceeding half a month salary for each completed year
of service, leave encashment at the end of the tenure,
etc., shall, however, be excluded in reckoning the said
3 ceiling.
a) House Rent Rs.45,000/- (Rupees Forty-Five Thousand only) per
Allowance month.
b) Medical Reimbursement of expenses incurred for self and family
Reimbursement subject to a ceiling of one month salary in a year or
three months salary over a period of three years.
Fees of Clubs subject to a maximum of two clubs. No
c) Club Fees
admission and life membership fee will be paid.
d) Personal
Accident Personal Accident Insurance, the annual premium of
Insurance which to be paid at actuals.
a) Company’s contribution towards Provident Fund as
per the Rules of the Company.
b) Company’s contribution towards Superannuation
e) Contribution to
Fund as per the Rules of the Company.
Provident Fund
Contribution to Provident Fund, Superannuation Fund
and
or Annuity Fund will not be included in the computation
Superannuation
of the ceiling on perquisites to the extent that these
Fund
either singly or put together are not taxable under the
provisions of Income-tax Act and the Rules made
thereof that are applicable from time to time.
Gratuity not exceeding half a month salary for each
f) Gratuity completed year of service or part thereof.
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g) Leave Salary As per the Rules of the Company. Leave accumulated
shall be encashable at the end of the tenure.
Encashment of leave at the end of the tenure will not be
included in the computation of the ceiling on
perquisites.
4 Minimum
Remuneration
In the event of loss or inadequacy of profits in any
financial year (as per Section 198 of Companies Act,
2013), the Board may decide the quantum to be paid to
Managing Director in addition to the salary and
perquisites as specified above. In any event, the total of
salary and perquisites will be within the overall ceiling
as specified in Section II of Part II of Schedule – V of
the Companies Act, 2013. No commission is payable in
suchyear.

2. Appointment of Mr. C V Ramana (DIN: 11517220) as Nominee Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 152, 161 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, Regulation 17 (1C) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or any other applicable laws (including any statutory amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), read with the Articles of Association of the Company, Mr. C V Ramana (DIN: 11517220), who was nominated by Life Insurance Corporation of India (LIC) vide its letter dated 13.01.2026, based on the recommendation of Nomination & Remuneration Committee, appointed as Nominee Director by the Board of Directors with effect from 31[st] January, 2026 and he is not liable to retire by rotation.

“RESOLVED FURTHER THAT Dr. G A. Pathanjali, Managing Director (DIN: 05297665) and Mr. V. Anantha Subramanian, Company Secretary (FCS No: 13399) of the Company be and are hereby severally authorized to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto.

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3. Appointment of Mrs. Jayashree Ajit Shankar (DIN: 08397093) as Woman Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and based on the recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mrs. Jayashree Ajit Shankar (DIN: 08397093), who is eligible for appointment as an Independent Director of the Company, be and is hereby appointed as Woman Independent Director of the Company to hold office for a first term of five years from 01[st] April, 2026 to 31[st] March 2031, not liable to retire by rotation;

“RESOLVED FURTHER THAT Dr. G A. Pathanjali, Managing Director (DIN: 05297665) and Mr. V. Anantha Subramanian, Company Secretary (FCS No: 13399) of the Company be and are hereby severally authorized to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto.

Place: Chennai (By order of the Board) Date: 20.02.2026 For High Energy Batteries (India) Limited

V Anantha Subramanian

Company Secretary

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NOTES:

  1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (‘the Act’) read with Rule 22 of the Rules and Regulation 17(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard – 2 (SS-2) on General Meetings setting out the material facts and the rationale for the proposed resolution(s) is annexed hereto and forms part of this Notice.

  2. Pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and SS-2, brief profile and other required information about the Directors, who are being appointed / re-appointed, is annexed to this Notice.

  3. The Board of Directors has appointed Mr. A S Kalyanaraman, Practicing Chartered Accountant (Membership No.201149) as Scrutinizer to ensure that the Postal Ballot process is conducted in a fair and transparent manner.

  4. The Postal Ballot Notice is being sent to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the cut-off date i.e., Friday, the February 13, 2026 . A person who is not a member on the relevant cut-off date should treat this notice for information purpose only.

  5. The Postal Ballot Notice is being sent in electronic form to the email address registered with the depository participants (in the case of Demat holding) / the Company’s Registrar and Transfer Agent (in the case of physical holding). In addition, the Notice is displayed on the website of the Company at www.highenergy.co.in and on the website of the CDSL www.evotingindia.com. Ministry of Corporate Affairs (MCA) vide its General Circular No. 03/2025 dated September 22, 2026 has decided to allow Companies to transact items through Video Conference (VC), or Other Audio Visual Means (OAVM) till further orders , in accordance with framework provided in the MCA General Circular Nos.14/2020 dated 08.04.2020, 17/2020 dated 13.04.2020, 22/2020 dated 15.06.2020, 33/2020 dated 28.09.2020, 39/2020 dated 31.12.2020, 10/2021 dated 23.06.2021, 20/2021 dated 08.12.2021, 03/2022 dated 05.05.2022, 11/2022 dated 28.12.2022, 09/2023 dated 25.09.2023, 09/2024 dated September 19, 2024. In compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot notice along with

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Postal Ballot Forms and prepaid business envelop is not being sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent on the proposed resolution through the remote e-voting system only. This is in accordance to the relaxation provided by SEBI vide Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 and other circulars issued from time to time.

  1. In compliance with the provisions of the Companies Act, 2013, the Rules made thereunder and in terms of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the Members to exercise their votes electronically through the Remote e-voting facility arranged with Central Depository Services (India) Limited (CDSL).

  2. Remote e-Voting commences on Sunday, the 22[nd ] February, 2026 (09.00 A.M.) and ends on Monday, the 23[rd ] March, 2026 (05.00 P.M.). Members whose names appear on the Register of Members / List of Beneficial Owners as on 13[th] February, 2026 (Cut-off date) will alone be considered for being entitled to vote for the e-voting.

  3. Members holding shares in Demat mode, who have not registered their email addresses are requested to register their e-mail addresses with their respective Depository Participants (DP) and members holding shares in physical mode are requested to update their e-mail addresses with our RTA M/s. Cameo Corporate Services Limited. Members may follow the process detailed below for registration of KYC, PAN and Nomination.

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Type of holder Process to be followed
For availing the following investor services, send a written
request in the prescribed form to Cameo by post at:
M/s. Cameo Corporate Services Limited
“Subramanian Building”, #1, Club House Road,
Chennai - 600 002
Physical
Form for availing investor services to Form ISR-1
register PAN, email address, bank details
and other KYC details or changes / update
thereof for securities held in physical mode
Update of signature of securities holder Form ISR-2
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For nomination as provided in Rule 19 (1) Form SH-13
of Companies (Share capital and
debenture) Rules, 2014
Declaration for Opting-out of Nomination Form ISR-3
Cancellation of nomination by the holder(s) Form SH-14
(along with ISR-3) / Change of Nominee
Form for requesting issue of Duplicate Form ISR-4
Certificate and other service requests for
shares / debentures / bonds, etc., held in
physical form
The forms for updating the above details are available at the
Company’s website: https://www.highenergy.co.in/investor-info/
- Forms
Please register your email address and bank account details in
Demat
your Demat account through your DP
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  1. Resolution passed by the Members through electronic voting (e-voting) shall be deemed to have been passed as if they have been passed at a General Meeting of the Members.

  2. Members are advised to read carefully the voting instructions and follow the process, appended hereunder before casting their votes.

  3. For any clarification /assistance, members may contact:

Mr. V. Anantha Subramanian Company Secretary High Energy Batteries (India) Limited

  • “ESVIN House”,13, Old Mahabalipuram Road,

Perungudi, Chennai - 600 096.

Phone: 044 - 24960335 / 24963552/ 24961785 Mobile: +91 78457 14279 Email: [email protected]

In case of further queries, please contact our Registrar and Share Transfer Agent M/s. Cameo Corporate Services Limited at their e-mail id: [email protected].

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS FORMING PART OF THE NOTICE

SPECIAL BUSINESS:

ITEM NO.1:

RE-APPOINTMENT OF DR. G. A. PATHANJALI (DIN: 05297665) AS MANAGING DIRECTOR, OF THE COMPANY

In accordance with the Provisions of Sections 149 and 196 of the Companies Act, 2013, Dr. G A Pathanjali was appointed as Executive Director of the Company at the 51[st] Annual General Meeting of the Company held on August 04, 2012 for a period of 3 years from May 30, 2012 to March 31, 2015. Subsequently, he was re-designated as Managing Director for a period of three years from April 01, 2014 to March 31, 2017 at the 53[rd] Annual General Meeting of the Company held on July 21, 2014.

Further, he was re-appointed as Managing Director for a Second term from April 01, 2017 to March 31, 2020 at the 56[th] Annual General Meeting of the Company held on August 05, 2017. Based on the approval of the Board at its meeting held on 28[th] March, 2020, the shareholders approved his re-appointment as Managing Director for a Third term from April 01, 2020 to March 31, 2023, at the 59[th] Annual General Meeting held on 29[th] August, 2020.

In order to effectively avail his services as MD, based on the recommendation of NRC & approval of the Board vide its meeting dated March 18, 2023 the shareholders at its 62[nd] Annual General Meeting dated June 24, 2023 re-appointed for a fourth term of 3 years from April 01, 2023 to March 31, 2026.

Dr. G. A. Pathanjali aged 66 is a Chemical Engineer from Annamalai University (1976 – 81), M.Tech from IIT, Kanpur (1981-83) and completed his doctorate (Ph.D) in the year 1995 from IIT, Mumbai.

He was involved in number of Design cum development activities involving Silver Chloride Magnesium, Silver Oxide Zinc, Nickel Cadmium for Defence and lead acid, flow battery, fuel cells and Hydrogen Electrolyzer projects for other applications. He is closely associated with DRDO Laboratories and other Research organizations such as CECRI, CSIR, IISC

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and IIT. He is invited to the panel of various Energy oriented meetings and also delivering lecturers in many Scientific Institutions and Universities.

He is an active Member of various Assessment Committees like:

  1. Materials for Energy Conservation Storage Platform (MECSP), Dept of Science and Technology (DST), New Delhi.

  2. National Conference on Recent Trends in Green Energy Technologies (NCRTGET)

  3. Energy Theme: Fast Track Translation (FTT) / Fast Track Commercialization (FTC) Projects of Council of Scientific and Industrial Research (CSIR), New Delhi.

  4. Science 20 Expert Committee on Green Energy.

In the opinion of the Nomination and Remuneration Committee and the Board of Directors, Dr. G A Pathanjali (DIN: 05297665) is a person of commitment cum integrity, possesses the relevant expertise cum experience and fulfills the conditions for being re-appointed as Managing Director as specified in Section 149, 152, 196, 197 of the Act and SEBI (LODR), Regulations 2015. Having regard to the qualification, skill, expertise, experience and knowledge, the Board considers that the Company would be greatly benefitted by availing his scientific knowledge, technical expertise and project management experience.

Further, the Board based on the recommendation of the Nomination and Remuneration Committee passed resolution dated January 31, 2026 (i) recommending the re-appointment of Dr. G A Pathanjali (DIN: 05297665) as Managing Director of the company for a period of three years from April 01, 2026 to March 31, 2029, not liable to retire by rotation (ii) approving the Postal Ballot Notice to seek shareholder approval for the re-appointment by Special resolution.

Dr. G A Pathanjali is not disqualified from being re-appointed as Director in terms of Section 164 of the Companies Act, 2013. The Company has received the following statutory disclosures / declarations from Dr. G A Pathanjali in respect of his proposed re-appointment:

  1. Consent in writing to act as Director in Form DIR – 2 - Section 152(5) of the Act, Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

  2. Form DIR-8 in writing intimating that he is not disqualified under Section 164(2) of the Act, Rule 14 of Companies (Appointment and Qualification of Directors) Rules, 2014.

  3. Notice in writing from a Member proposing the candidature of the above person for being re-appointed as Director of the Company - Section 160 of the Act.

  4. Declaration that;

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  • a) he is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge duties with an objective independent judgment and without any external influence.

  • b) he has not been debarred or disqualified from being appointed or continuing as Director of a company by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any such statutory authority.

  • c) Dr. G A Pathanjali will adhere to the Code of Conduct framed by the company.

Details of Dr. G A Pathanjali is furnished in Annexure - 1 pursuant to Regulation 36(3) of SEBI (LODR) and Secretarial Standard (SS-2) on General Meeting.

The Managing Director would not be eligible for sitting fee for attending the Board meeting and any other Committee meetings in which he will be a member. He would be eligible for commission / remuneration within the limits permissible under Law.

A copy of the Resolution of the Nomination and Remuneration Committee / Board of Directors, other relevant documents referred to in the Notice and the explanatory statement and the draft letter of appointment setting out the terms and conditions are available for inspection by the Members at the Registered Office of the Company during business hours on any working day from the date of dispatch of the Notice till the date of closing of voting period i.e., March 23, 2026 .

Dr. G. A. Pathanjali holds 500 (0.01%) shares (Post sub-division of shares as approved by the Shareholders at the 61[st] AGM of the Company) in the Company. He is neither a director nor a member in any other Company registered in India.

Dr. G A Pathanjali is not related to any Director of the Company and none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way concerned or interested, financially or otherwise, in this resolution.

Dr. G A Pathanjali is interested in the resolution concerning his re-appointment.

The Board recommends the Special Resolution set out in the Notice for approval of the Members of the company.

ITEM NO.2:

APPOINTMENT OF MR. C V RAMANA (DIN: 11517220) AS NOMINEE DIRECTOR

The Company received a letter from LIC on 13.01.2026 proposing the appointment of Mr. C V Ramana as the nominee of LIC. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board of Directors at their meeting held

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on 31[st] January, 2026 appointed Mr. C V Ramana (DIN: 11517220) as Nominee Director of LIC in the Board of the Company with effect from 31[st] January, 2026.

Further, the Board based on the recommendation of the Nomination and Remuneration Committee passed resolution dated January 31, 2026 (i) recommending the appointment of Mr. C V Ramana (DIN: 11517220) as Nominee Director of the company, not liable to retire by rotation (ii) The Postal Ballot Notice to seek shareholders’ approval for the appointment of Nominee Director by Ordinary resolution was approved by the board through circular resolution dated February 20, 2026.

Shareholders’ consent is hereby sought through Postal Ballot in accordance with Sections 108 and 110 of the Companies Act, 2013. According to Regulation 17(1C) of SEBI LODR Regulations, effective from 01[st] January, 2022 approval of the shareholders for appointment of a person on the Board of Directors is required to be obtained at the next general meeting or within a period of three months from the date of appointment, whichever is earlier.

Mr. C V Ramana has graduated with MSc in Soil Physics and has decades of experience in insurance related matters and his expertise in these matters would be useful for the Company.

During his tenure as the Nominee Director, he is not liable to retire by rotation and is entitled to receive sitting fee in connection with the Board or Committee meetings attended by him, as decided by the Board from time to time.

Mr. C V Ramana is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. The company has received the following statutory disclosures / declarations from Mr. C V Ramana in respect of his proposed appointment:

  1. Consent in writing to act as Director in Form DIR – 2 - Section 152(5) of the Act, Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

  2. Form DIR-8 in writing intimating that he is not disqualified under Section 164(2) of the Act, Rule 14 of Companies (Appointment and Qualification of Directors) Rules, 2014.

  3. Notice in writing from a member proposing the candidature of the above person for being appointed as Director of the company – Section 160 of the Act.

Details of Mr. C V Ramana are furnished in Annexure - 2 pursuant to Regulation 36(3) of SEBI (LODR) and Secretarial Standard (SS - 2) on General Meeting.

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Nominee Director is not deemed to be independent director as per Section 149(6) of the Companies Act, 2013 and is not liable to retire by rotation as per Section 6A (c) of the Life Insurance Corporation Act, 1956.

A copy of the Resolution of the Nomination and Remuneration Committee / Board of Directors, other relevant documents referred to in the Notice and the explanatory statement and the draft letter of appointment setting out the terms and conditions are available for inspection by the Members at the Registered Office of the Company during business hours on any working day from the date of dispatch of the Notice till the date of closing of voting period i.e., March 23, 2026 .

Mr. C V Ramana does not hold by himself or for any other person on beneficial basis, any shares in the Company. He is neither a director nor a member in any other Company registered in India.

Mr. C V Ramana is not related to any Director of the Company and none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way concerned or interested, financially or otherwise, in this resolution.

Mr. C V Ramana is interested in the resolution concerning his appointment.

The Board recommends the Ordinary Resolution set out in the Notice for approval of the Members of the Company.

ITEM NO.3:

APPOINTMENT OF MRS. JAYASHREE AJIT SHANKAR (DIN: 08397093) AS WOMAN INDEPENDENT DIRECTOR OF THE COMPANY

Pursuant to Section 149 (1) of the Companies Act, 2013, every listed company shall have at least one Woman Director in the Board. Accordingly, Mrs. Lalitha Lakshmanan was appointed as an Independent Director of the Company at the 55[th] Annual General meeting held on 30[th] July, 2016 for the first term of Five years from 30[th] July 2016 to 31[st] March 2021. Subsequently, she was re-appointed as Independent Director for the second term of five years from 01[st] April, 2021 to 31[st] March, 2026 at the 60[th] Annual General meeting held on 07[th] August, 2021. Pursuant to section 149 (10) of the Companies Act, 2013, no independent director shall hold office for more than two consecutive terms. Thus, the vacancy to be arising due to completion of the second term of Independent Directors needs to be filled up.

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Hence, the Company, being a listed entity needs to comply with both the provisions of Section 149(1), 149(4), 149(10) of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations for the appointment of new Independent Director.

Mrs. Jayashree Ajit Shankar, aged 66 years holds academic qualification of BSc and MSc (Statistics), University of Bombay and Associate of Insurance Institute of India. She joined LIC as AAO-Direct Recruit Officer of XII[th] Batch of LIC (April 1984) and retired in March 2019 as Executive Director. Post retirement, she was nominated by LIC as Nominee Director in our company Board, from March 2019 to March 2022.

After this, she became a customer representative in Policy holder Protection Committee of M/s. Pramerica Life Insurance Limited for a period of three years from August 2022 to May 2025. She carries an experience over three decades in the varied areas especially Insurance, Personnel Management and Corporate Strategies. Her appointment would strengthen the Board, as she can provide insight on various subjects.

In the opinion of the Nomination and Remuneration Committee and the Board of Directors, Mrs. Jayashree Ajit Shankar (DIN: 08397093) possesses the relevant expertise and experience and fulfills the conditions for being appointed as Woman Independent Director as specified in Section 149 and 152 of the Act and SEBI (LODR). Having regard to the qualification, skill, experience and technical knowledge, the Board considers that her induction would be of immense benefit to the Company.

Further the Board based on the recommendation of the Nomination and Remuneration Committee passed resolution through circulation dated 20[th] February 2026:

  • (i.) recommending the appointment of Mrs. Jayashree Ajit Shankar (DIN: 08397093) as Woman Independent Director of the Company for a first term of five years from 01[st] April 2026 to 31[st] March, 2031, not liable to retire by rotation.

  • (ii.) approving the Postal Ballot Notice to seek shareholder approval for the appointment by Special Resolution.

Mrs. Jayashree Ajit Shankar is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. The Company has received the following statutory disclosures / declarations from Mrs. Jayashree Ajit Shankar in respect of her proposed appointment:

  1. Consent in writing to act as Director in Form DIR – 2 - Section 152(5) of the Act, Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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  1. Form DIR-8 in writing intimating that he is not disqualified under Section 164(2) of the Act, Rule 14 of Companies (Appointment and Qualification of Directors) Rules, 2014.

  2. Notice in writing from a member proposing the candidature of the above person for being appointed as Director of the Company – Section 160 of the Act.

  3. Declaration that;

  4. a) She meets the criteria of independence prescribed by both the Act and LODR.

  5. b) She is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact her ability to discharge duties with an objective independent judgment and without any external influence.

  6. c) She has not been debarred or disqualified from being appointed or continuing as director of a company by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any such statutory authority.

  7. d) She has registered her name in the Data Bank of Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in compliance with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 vide registration number IDDB-DI-202602-088989 and exempted from online proficiency self-assessment test.

Details of Mrs. Jayashree Ajit Shankar are furnished in Annexure - 3 pursuant to Regulation 36(3) of SEBI (LODR) and Secretarial Standard (SS - 2) on General Meeting.

The Independent Director would be eligible for sitting fee for attending the Board meeting and any other Committee meetings in which she will be a member, within the ceiling prescribed by the Act and as determined by the Board from time to time. She would also be eligible for commission / remuneration within the limits permissible under Law and approved by shareholders and she is not entitled to any stock option.

A copy of the Resolution of the Nomination and Remuneration Committee / Board of Directors, other relevant documents referred to in the Notice and the explanatory statement and the draft letter of appointment setting out the terms and conditions are available for inspection by the Members at the Registered Office of the Company during business hours on any working day from the date of dispatch of the Notice till the date of closing of voting period i.e., March 23, 2026 .

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Mrs. Jayashree Ajit Shankar does not hold by herself or for any other person on beneficial basis, any shares in the Company. She is neither a director nor a member in any other Company registered in India.

Mrs. Jayashree Ajit Shankar is not related to any Director of the Company and none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way concerned or interested, financially or otherwise, in this resolution.

Mrs. Jayashree Ajit Shankar is interested in the resolution concerning her appointment.

The Board recommends the Special Resolution set out in the Notice for approval of the Members of the company.

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ANNEXURE - 1

BRIEF PROFILE OF DIRECTOR SEEKING RE-APPOINTMENT

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Secretarial Standard (SS-2) on General Meetings]

==> picture [471 x 540] intentionally omitted <==

----- Start of picture text -----

Name of the Director seeking re-appointment Dr. G A Pathanjali
Director Identification Number (DIN) 05297665
Date of Birth / Age July 26, 1959 / (66 years)
Nationality Indian
Date of Initial Appointment May 30, 2012
Chemical Engineer from Annamalai
University (1976-81), M.Tech from IIT,
Qualifications Kanpur (1981-83) and completed his
doctorate (Ph.D) in the year 1995 from IIT,
Mumbai
He has an experience of over 40 years in the
company and held various positions as Head
Experience (including Expertise in Specific R&D, Head Operations and project
functional area) management. He was elevated as Executive
Director on 30 [th] May 2012 and appointed as
MD from 01 [st] April, 2014.
Brief resume of Dr. G A Pathanjali and skills Detailed in the explanatory statement given
and capabilities required for the role of pursuant to Section 102 of the Companies
Managing director Act, 2013.
Proposed to be re-appointed as Managing
Director of the Company for a period of three
Terms and conditions of re-appointment
years from April 01, 2026 to March 31, 2029,
not liable to retire by rotation.
As mentioned in the notice forming part of
Remuneration proposed to be paid
this Postal Ballot
Details of Shares held in the Company 500 shares (0.01%)
Held: 4
Number of Board Meetings attended during
the Financial Year till the date of this notice Attended: 4
Other Directorships Nil
Chairmanship / Membership of Committees in
Nil
other companies
No inter-se relationship with any other
Relationship with other Directors, Manager
Director or KMP of the Company and/or
and Key Managerial Personnel
group companies.
----- End of picture text -----

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ANNEXURE - 2

BRIEF PROFILE OF DIRECTOR SEEKING APPOINTMENT

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Secretarial Standard (SS-2) on General Meetings]

==> picture [464 x 414] intentionally omitted <==

----- Start of picture text -----

Name of the Director seeking Appointment Mr. C V Ramana
Director Identification Number (DIN) 11517220
Date of Birth / Age March 11, 1966 / (59 years)
Nationality Indian
Date of Initial Appointment January 31, 2026 (Proposed)
Qualifications MSc (Soil Physics)
Experience (including Expertise in Specific Currently working as Executive Director
functional area) (NB&R/HINS) in LIC of India.
Brief resume of Mr. C V Ramana and skills Mr. C V Ramana is an accomplished
and capabilities required for the role of Insurance Company Professional, having
Nominee Director vast expertise in Insurance related matters.
He is proposed to be appointed as Nominee
Terms and conditions of appointment
Director, not liable to retire by rotation.
Remuneration proposed to be paid Nil
Details of Shares held in the Company Nil
Held: Not applicable
Number of Board Meetings attended during
the Financial Year till the date of this notice Attended: Not applicable
Other Directorships Nil
Chairmanship / Membership of Committees
Nil
in other companies
Relationship with other Directors, Manager No inter-se relationship with any other
and Key Managerial Personnel Director or KMP of the Company.
----- End of picture text -----

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ANNEXURE - 3

BRIEF PROFILE OF DIRECTOR SEEKING APPOINTMENT

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Secretarial Standard (SS-2) on General Meetings]

==> picture [464 x 477] intentionally omitted <==

----- Start of picture text -----

Name of the Director seeking re- Mrs. Jayashree Ajit Shankar
appointment
Director Identification Number (DIN) 08397093
Date of Birth / Age March 07, 1959 / (66 years)
Nationality Indian
Date of Initial Appointment April 01, 2026 (Proposed)
MSc (Statistics), University of Bombay and
Qualifications
Associate of Insurance Institute of India
She joined as AAO – Direct Recruit Officer of
Experience (including Expertise in Specific
XII [th] Batch of LIC (1984) and retired in (2019)
functional area)
as Executive Director.
Brief resume of Mrs. Jayashree Ajit Shankar Detailed in the explanatory statement given
and skills and capabilities required for the pursuant to Section 102 of the Companies
role of independent director Act, 2013.
Proposed to be appointed as Woman
Independent Director of the Company for a
Terms and conditions of appointment term of five years from April 01, 2026 to
March 31, 2031, not liable to retire by
rotation.
As mentioned in the notice forming part of
Remuneration proposed to be paid
this Postal Ballot
Details of Shares held in the Company Nil
Held: Not applicable
Number of Board Meetings attended during
the Financial Year till the date of this notice Attended: Not applicable
Other Directorships Nil
Chairmanship / Membership of Committees
Nil
in other companies
No inter-se relationship with any other
Relationship with other Directors, Manager
Director or KMP of the Company and/or
and Key Managerial Personnel
group companies
----- End of picture text -----

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VOTING PROCESS & INSTRUCTIONS

(A) Remote e-Voting Facility

  1. The Remote e-Voting facility is offered through e-Voting services provided by Central Depository Services (India) Limited (CDSL).

  2. Remote e-Voting commences on Sunday, the February 22, 2026 (09.00 A.M.) and ends on Monday, the March 23, 2026 (05.00 P.M.). During this period, members holding shares either in physical or dematerialized form, as on the cut-off date of Friday, February 13 2026 may cast their vote electronically. The e-voting portal will be disabled by CDSL for voting thereafter.

(B) Login for Remote e-voting

I. DEMAT HOLDERS

  1. As per the SEBI Master Circular dated November 11, 2024, “all individual shareholders holding shares of the Company in Demat mode” can cast their vote, by way of a single login credential, through their Demat accounts / websites of Depositories/ Depository Participant(s). The procedure to login and access e-voting, is given below:

  2. 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.

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  1. Pursuant to the above SEBI Circular, Login for e-Voting for shareholders holding securities in Demat mode is given below:

==> picture [447 x 42] intentionally omitted <==

----- Start of picture text -----

Type of
Login Method
shareholders
----- End of picture text -----

Type of
shareholders
Login Method Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
1)
2)
3)
4)
Shareholders (user) who have opted for CDSL’s Easi / Easiest
facility, can login through their existing user id and password.
Option will be made available to reach e-Voting page without any
further authentication. The URL for users to login to Easi / Easiest
are
https://web.cdslindia.com/myeasitoken/home/login
or
visit
www.cdslindia.com and click on Login icon and select New System
Myeasi.
After successful login the Easi/Easiest user will be able to see the
e-Voting option for eligible companies where the e-Voting is in
progress as per the information provided by company. On clicking
the e-Voting option, the user will be able to see e-Voting page of
the e-Voting service provider (“ESP”) for casting his/her vote
during the remote e-Voting period. Additionally, there are also links
provided
to
access
the
system
of
all
ESPs
i.e.,
CDSL/NSDL/KFIN/LINKINTIME/BIGSHARE/PURVASHARE,
so
that the user can visit the websites of ESPs directly.
If the user is not registered for Easi/Easiest, option to register is
available at:
https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration or
https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
Proceed to complete registration using your DP ID, Client ID etc.
After successful registration, please follow steps given above to
cast your vote.
Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from e-Voting link
available onwww.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 e-Voting is in progress and also able to directly access the
system of all e-Voting Service Providers.

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----- Start of picture text -----

Type of
Login Method
shareholders
----- End of picture text -----

Type of
shareholders
Login Method Login Method
Individual
Shareholders
holding
securities in
Demat mode
withNSDL
1)
2)
3)
4)
If you are already registered for NSDL IDeAS facility, please visit
the e-Services website of NSDL. Open web browser by typing the
following URL:https://eservices.nsdl.com either on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section. A new screen will open. You will
have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period.
If the user is not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com.Select “Register Online
for IDeAS“Portal or click at:
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Alternatively, the user can directly 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.
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.,

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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 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.

5) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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==> picture [447 x 41] intentionally omitted <==

----- Start of picture text -----

Type of
Login Method
shareholders
----- End of picture text -----

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

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  1. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

  2. Dedicated helpdesk for individual shareholders holding shares in Demat mode

for any technical issues related to login through Depository(ies) i.e., CDSL and NSDL:

NSDL:
Login type Helpdesk details
Individual
Shareholders
holding
shares in Demat mode withCDSL
Members facing any technical issue in login
can contact CDSL helpdesk by sending a
request [email protected]
or contact at toll free no. 1800 21 09911.
Individual
Shareholders
holding
shares in Demat mode withNSDL
Members facing any technical issue in login
can contact NSDL helpdesk by sending a
request [email protected] or call at 022-
4886 7000 and 022 - 2499 7000

6. Registration of e-mail with DPs

Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this notice:

  • i) 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), AADHAAR (self-attested scanned copy of Aadhaar card) by email to Company/RTA email id.

  • ii) For Demat shareholders - please provide your email id and mobile no with your respective Depository Participant (DP).

  • iii) For Individual Demat shareholders - please update your email id and mobile no with your respective Depository Participant (DP) which is mandatory while e- voting.

II. LOGIN METHOD FOR E-VOTING FOR PHYSICAL SHAREHOLDERS AND NONINDIVIDUAL SHAREHOLDERS

  • 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

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  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

  • 5) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any company, then your existing password to be used.

  • 6) If you are a first-time user follow the steps given below:

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

  • 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • 9) For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolution contained in this Notice.

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  • i) Click on the EVSN – 260220009 for High Energy Batteries (India) Limited on which you choose to vote.

  • ii) 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.

  • iii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the details of the Resolution.

  • iv) 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.

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

  • vi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • vii) 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.

(C) Additional Facility for Non – Individual Shareholders and Custodians - 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].

  • 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 [email protected] and on approval / verification 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 favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non-Individual shareholders are required to send the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly

26

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.

(D) General Instructions

  1. The cut-off date for the purpose of e-voting has been fixed as Friday, the February 13, 2026 . Shareholders holding shares as on this date alone are entitled to vote.

  2. Voting rights of shareholders shall be in proportion to their shareholding in the Company as on the cut-off date i.e., February 13, 2026.

  3. The Scrutinizer’s decision on the validity of the e-voting shall be final.

  4. The Scrutinizer upon the conclusion of voting period will:

  5. i) Unblock the votes cast through Remote e-Voting in the presence of two witnesses not in the employment of the company.

  6. ii) Submit Scrutinizer’s report of the total votes cast through Remote e-Voting in favor or against, to the Chairman.

5. Voting Results

  • i) The Chairman or a person authorized by him in writing shall declare on Tuesday, the March 24, 2026 at the Registered Office of the Company the result of the voting based on the Scrutinizer’s report and have it declared.

  • ii) The results immediately on declaration along with the scrutinizer’s report will be displayed at the registered office of the company, placed on the company’s website www.highenergy.co.in and on the website of CDSL www.evotingindia.com and also communicated to the Stock Exchange i.e., BSE forthwith.

  • iii) Subject to receipt of requisite number of votes, the resolution shall be deemed to

  • i.e., Tuesday , March 24, 2026 .

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

  1. For Physical shareholders – please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

  2. For Demat shareholders – please update your email id & mobile no. with your respective Depository Participant (DP).

27

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

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911.


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