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HIM TEKNOFORGE LIMITED — Proxy Solicitation & Information Statement 2026
Feb 16, 2026
62033_rns_2026-02-16_501b81ff-c2df-4269-8fb6-1b21af4d06b7.pdf
Proxy Solicitation & Information Statement
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To, BSE Limited Corporate Rela�onship Department, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001
16.02.2026
Sub: Disclosure under Regula�on 30 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 – Postal Ballot No�ce dated February 11[th] , 2026.
Scrip Code:505712
Dear Sir/Madam
Pursuant to Regula�on 30 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, please find a�ached the Postal Ballot No�ce dated February 11[th] , 2026, seeking approval of the members of the Company, only by way of remote e-vo�ng process for the resolu�ons as stated therein.
Postal Ballot No�ce has been sent only through electronic mode to all the members who have registered their email addresses with the Depository Par�cipants (DPs)/ M/s MCS share transfer Agent Limited (Company’s Registrar and Share Transfer Agents or RTA) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. Na�onal Securi�es Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, February 13[th] , 2026 (Cut-off Date).
The remote e-vo�ng facility will be available during the following period:
| Start Date and Time | Tuesday,February17th,2026(09:00 A.M. IST) |
|---|---|
| Close date and Time | Wednesday,March 18th,2026(05:00 P.M. IST) |
The Postal Ballot No�ce is available on the Company's website at www.Himteknoforge.com
You are requested to take the same on your record.
For Him Teknoforge Limited
HIMANSHU Digitally signed by HIMANSHU KALRA KALRA Date: 2026.02.16 14:46:51 +05'30' Himanshu Kalra Company Secretary & Compliance Officer Manager Secretarial and Legal M.No. A62696 Enclosed: As above.
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
POSTAL BALLOT NOTICE
To the Shareholders of the Company Pursuant to the Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014
Notice is hereby given that the resolutions set out below are proposed for approval by the Members of Him Teknoforge Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023 and other relevant circulars including General Circular No. 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025, and/or any other circulars issued from time to time, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules 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 Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is also attached.
The Board of Directors has appointed Shri Sachin Jain, a Practicing Chartered Accountant (Membership No.:535354), as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.
The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “CDSL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s MCS Share Transfer Agent Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have
not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.
Shareholders/Members are requested to carefully read the instructions and procedures indicated in this Notice to cast their vote electronically. Postal ballot e-Voting Period is as follows:
Period is as follows: |
|
|---|---|
| Commencement of e-voting: |
9:00 a.m. (IST) on Tuesday, February 17, 2026 |
| End of e-voting: | 5:00 p.m. (IST) on Wednesday, March 18, 2026 |
Members whose names appear on the register of members / List of Beneficial owners as on the cutoff date i.e., Friday, February 13, 2026 will only be considered eligible for the purpose of e-voting.
The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorized by him. The results of e-voting will be announced on or before Friday, March 20, 2026 and will be displayed on the Company’s website at www.himteknoforge.com. The results will simultaneously be communicated to the Stock Exchange and will also be displayed at the notice board of registered office of the Company.
SPECIAL BUSINESS
01: ALTERATION OF MEMORANDUM OF ASSOCIATION
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 13 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 and subject to approval of the Registrar of Companies and such other authorities as may be required, the consent of the members of the Company be and is hereby accorded to alter the Memorandum of Association of the Company by inserting the following new sub-clause under Clause III (B) – Matters which are necessary for furtherance of the objects specified in Clause III (A) :
“48. To carry on the business of generation, transmission, distribution, purchase, sale and supply of electricity, including establishing, operating and maintaining conventional and non-conventional
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
power plants or generating stations (including solar, wind and hybrid systems) through thermal, hydro, solar, wind or any other suitable source or method, whether for captive generation and captive consumption or otherwise, and to undertake all activities connected therewith or incidental thereto, in accordance with applicable laws and regulations.”
RESOLVED FURTHER THAT any Director and/ or the Company Secretary of the Company be and is hereby authorised to file necessary forms and documents with the Registrar of Companies and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”
02: ALTERATION OF ARTICLES OF ASSOCIATION
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 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, the consent of the members of the Company be and is hereby accorded to amend Clause 106(ii) of the Articles of Association of the Company as under:
“106(ii) The Common Seal of the Company shall not be affixed to any instrument except with the authority of a resolution of the Board of Directors or a Committee thereof duly authorized in this behalf, and only in the presence of at least one Director or the Company Secretary or such other person as may be authorized by the Board for this purpose. The Director or the Company Secretary or such other authorized person present shall sign every instrument to which the Common Seal of the Company is so affixed.”
RESOLVED FURTHER THAT any Director and/ or the Company Secretary of the Company be and is hereby authorised to file necessary forms with the Registrar of Companies and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”
3. APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH GLOBE PRECISION INDUSTRIES PVT. LTD.:
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 Regulation 23(4) and such other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR Regulations”) and applicable provisions of the Companies Act, 2013 and Rules thereunder (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force) and the Company’s ‘Policy on Materiality of and on dealing with Related Party Transactions’ and pursuant to approval and recommendation of the Audit Committee and Board of Directors, approval of the members of the Company be and is hereby accorded to material related party transaction(s) to be entered into by the Company with Globe Precision Industries Pvt. Ltd., being a ‘Related Party’ within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the LODR Regulations, during the financial year 202627, for Sale/Purchase of material, Fixed Assets, Job work charges paid/received etc. time to time, for an aggregate amount of up to Rs. 14,300 Lakhs, in the ordinary course of business of the Company and on an arm’s length basis, and on such terms and conditions as set out in the explanatory statement to this Resolution, notwithstanding the fact that such contracts/ arrangements/ transactions, whether individually and/ or in the aggregate, may exceed 10% of the annual consolidated turnover (i.e. Rs. 40,297.79 Lakhs) of the Company as per the last audited financial statements of the Company, or any other materiality threshold as may be applicable under law/ regulations from time to time.”
“RESOLVED FURTHER THAT the Board of the Directors of the Company (including any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) or any Key Managerial Personnel of the Company, be and is hereby authorized to sign, execute, alter and/ or negotiate all such deeds, agreements, contracts, transactions, applications, documents, papers, forms and writings that may be required, for and on behalf of the Company and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion to give effect to this Resolution and for resolving all such issues, questions, difficulties or doubts whatsoever that may arise in this regard.”
By Order of the Board of Directors of Him Teknoforge Limited Sd/Himanshu Kalra Company Secretary & Compliance Officer Membership No. A62696 Date: 11.02.2026 Place: Chandigarh
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
NOTES:
6. The voting rights of members shall be in proportion to their share of the paid-up equity share capital as on the Cut-off Date i.e., Friday, February 13, 2026.
1. A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is attached.
7. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members / Register of Beneficial Owners as on Friday, February 13[th] , 2026 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot.
8. The e-voting period commences at 9:00 a.m. (IST) on Tuesday, 17[th] February, 2026 and ends at 5:00 PM (IST) on Wednesday, 18[th] March, 2026.
- The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.
3. This Postal Ballot Notice will also be available on the Company’s website at www.himteknoforge.com, website of the Stock Exchanges, i.e. BSE Limited at www.bseindia.com respectively, and on the website of CDSL at https://www.evotingindia.com/.
9. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Wednesday, March 18, 2026.
4. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with their Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.himteknoforge. com duly filled and signed along with requisite supporting documents to MCS Share Transfer Agent Limited At 1st Floor, Neelam Appartment, 88, Sampatrao Colony, Above Chappanbhog Sweet, Alkapuri,Vadodara,Gujarat,390007.
10. Pursuant to the Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and as per Regulation 47 of SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating in the whole or substantially the whole of India and one Hindi (Vernacular) daily newspaper.
11. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorized representatives.
12. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected]
5. Only a person, whose name is recorded in the Register of Members / Register of Beneficial Owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.
13. The Company’s Registrar and Transfer Agent for its share registry work (Physical and Electronic) is M/s MCS Share Transfer Agent Limited. All documents, transfers, dematerialization requests and other
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
- communications in relation there to should be addressed directly to the Company’s Registrar & Share Transfer Agents, at the address mentioned below:
M/s. MCS Share Transfer Agent Limited At 1st Floor, Neelam Appartment, 88,
Sampatrao Colony, Above Chappanbhog Sweet, Alkapuri, Vadodara, Gujarat,390007 Tel: 0265 - 2314757/2350490 Telefax: 0265 - 2341639 Email: [email protected]/ [email protected]
14. In case of any queries relating to voting by electronic means, please refer to the Frequently Asked Questions (FAQs) and e-voting user manual for Members available at the Help section of in case of any grievances connected with facility for voting by electronic means, please contact 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 at toll free no. 1800 21 09911
GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:
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(i) The voting period begins on Tuesday, 17th February, 2026 and ends at 5:00 PM (IST) on Wednesday, 18th March, 2026 . 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 13[th] February, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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(ii) 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.
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(iii) 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.
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(iv) 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.
THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
- (i) 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 for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL 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. |
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
| 3) | If the user is not registered for Easi/ | 3) | Visit the e-Voting website of NSDL. | |||
|---|---|---|---|---|---|---|
| Easiest, option to register is available | Open web browser by typing the | |||||
| at cdsl website www.cdslindia. |
following URL: https://www. |
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| com and click on login & My Easi | evoting.nsdl.com/ either on a |
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| New (Token) Tab and then click on | Personal Computer or on a mobile. | |||||
| registration option. | Once the home page of e-Voting | |||||
| Individual Shareholders holding securities in demat mode withNSDL Depository |
4) 1) |
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a 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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers. 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 “Benefcial Owner” icon under “Login” which is available under |
4) | 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 Verifcation 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., Verifcation code and generate OTP. Enter the OTP received on |
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| ‘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. |
Individual | 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 oncompany name or e-Voting service provider nameand you will be re-directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. You can also login using the login |
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| 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 athttps:// eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp |
Shareholders (holding securities in demat mode) login through their Depository Participants |
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 |
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| (DP) | 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. |
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
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
NSDL |
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|---|---|---|
| Login type | Helpdesk details | |
| Individual Shareholders holding securities in Demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 21 09911 |
|
| Individual Shareholders holding securities in Demat mode withNSDL |
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 |
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Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(ii) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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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.
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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.
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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.
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Dividend Enter the Dividend Bank Details or Date Bank of Birth (in dd/mm/yyyy format) as Details recorded in your demat account or in the OR Date company records in order to login.
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of Birth • If both the details are not (DOB) recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
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(iii) After entering these details appropriately, click on “SUBMIT” tab.
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(iv) 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.
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(v) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(vi) Click on the EVSN for the relevant on which you choose to vote.
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(vii) 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
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
dissent to the Resolution.
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(viii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(ix) 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.
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(x) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(xii) 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.
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(xiii) There is also an optional provision to upload BR/ POA if any uploaded, which will be made available to scrutinizer for verification.
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(xiv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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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.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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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.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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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.
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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; Scrutinizer Email and/ or [email protected] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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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 .
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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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, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. [email protected] or call at toll free no. 1800 21 09911
By Order of the Board of Directors of Him Teknoforge Limited Sd/Himanshu Kalra Company Secretary & Compliance Officer Membership No. A62696 Date: 11.02.2026 Place: Chandigarh
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013) ITEM NO-01
The Board of Directors of the Company proposes to insert a new sub-clause under Clause III (B) of the Memorandum of Association of the Company, namely “Matters which are necessary for furtherance of the objects specified in Clause III (A)”, in order to enable the Company to undertake activities relating to the generation, transmission, distribution, purchase, sale and supply of electricity, including the establishment, operation and maintenance of conventional and nonconventional power plants or generating stations such as solar, wind and hybrid systems, whether for captive generation and captive consumption or otherwise.
The proposed alteration will facilitate expansion and diversification of the Company’s business activities and will enable the Company to undertake power generation and related activities in accordance with applicable laws and regulations.
A copy of the draft amended Memorandum of Association of the Company will be available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the last date of e-voting i.e. Wednesday, March 18, 2026. Further, the same is also available on the Company’s website at www.himteknoforge.com.
None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the proposed Special Resolution.
The Board of Directors recommends the Special Resolution for approval by the members.
ITEM NO-02
The Board of Directors of the Company proposes to amend Clause 106(ii) of the Articles of Association of the Company relating to affixation of the Common Seal, in order to align the same with the present operational requirements of the Company and to provide greater administrative convenience and flexibility in the execution of documents.
The amended clause provides that the Common Seal of the Company shall be affixed only with the authority of a resolution of the Board of Directors or a Committee thereof duly authorized in this behalf and in the presence of at least one Director or the Company Secretary or such other person as may be authorized by the Board for this purpose, who shall sign every instrument to which the Common Seal is so affixed.
The proposed amendment is procedural in nature
and does not affect the rights of the members of the Company.
A copy of the draft amended Articles of Association of the Company will be available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the last date of e-voting i.e. Wednesday, March 18, 2026. Further, the same is also available on the Company’s website at www.himteknoforge.com.
None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the proposed Special Resolution.
The Board of Directors recommends the Special Resolution for approval by the members.
ITEM NO.3
The provisions of related party and related party transaction as provided under Regulations 2(1)(zb), 2(1) (zc) and 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 which are effective from 1[st] April, 2022. As per the Regulation 2(1)(zb) of SEBI (Listing Obligations and Disclosure Requirements) 2015 (LODR Regulations), Related Party means and includes related parties as defined under the Companies Act, 2013 (the Act) and applicable Accounting Standards and, interalia, includes an entity forming part of the promoter or promoter group of a company.
Regulation 23(1) of LODR Regulations, as amended, specifies that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. Accordingly, the limit for material related party transactions for the Company, based on the audited financial statements of the Company as on 31st March, 2025, is Rs. 40.29 crore (“Materiality Threshold”).
Regulation 23(4) of LODR Regulations provides for obtaining prior approval of the Members of the Company for all related party transactions that exceeds the Materiality Threshold and subsequent material modifications thereof.
Further, pursuant to Regulation 23(3) of the SEBI LODR Regulations read with Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee may grant omnibus approval for repetitive
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
Related Party Transactions, subject to such conditions as prescribed under the applicable regulations. Accordingly, the Audit Committee reviews and grants omnibus approval for Related Party Transactions proposed to be entered into by the Company in the ordinary course of business. Such transactions are placed before the Audit Committee on a quarterly basis for its review and monitoring.
The Audit Committee and the Board of Directors of the Company have reviewed the proposed Related Party Transactions for the financial year 2026–27 and have
approved the same in their meeting dated 30.01.2026, subject to approval of the shareholders, as the aggregate value of such transactions is expected to exceed the materiality threshold prescribed under the SEBI LODR Regulations. Accordingly, approval of the shareholders is being sought for the proposed material Related Party Transactions, as set out in this Notice.
Pursuant to the applicable provisions of the SEBI-LODR, all related parties to the Company (whether such related party is a party to the abovementioned transaction or not) shall not vote to approve this Resolution.
Minimum Information to be provided to the shareholders for approval of Material RPTs as per Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions”:
| S.No. | Particular | Informationprovided by the management |
|---|---|---|
| 1. | Information as placed before the Audit Committee in the format as specifed in the RPT Industry Standards, to the extent applicable |
Refer Annexure A to Explanatory Statement. |
| 2. | Justifcation as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT. |
The proposed transactions are part of the Company’s regular business operations and will help ensure smooth supply of materials and effcient use of resources. These arrangements support operational continuity and overall business effciency. The pricing and terms of the transactions are determined on an arm’s length basis and are comparable with those offered to or received from unrelated parties, taking into account prevailing market conditions and normal businesspractices. |
| 3. | Disclose the fact that the Audit Committee has reviewed the certifcates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT IndustryStandards |
The Audit Committee has reviewed the necessary certifcates provided by the Managing Director of the Company, as required under the SEBI RPT Industry Standards, before approving the proposed transactions. |
| 4. | Disclosure that the material RPT or any material modifcation thereto, has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the shareholders for approval |
The Audit Committee and the Board of Directors have carefully reviewed the proposed transactions and have approved them. The Board believes these transactions are in the best interest of the Company and recommends the resolution for approval by the shareholders. |
| 5. | Provide web-link and QR Code, through which shareholders can access the valuation report or other reports of external party, if any, considered by Audit Committee while approvingthe RPT. |
Not applicable as Audit Committee has not relied on any valuation report or external expert report while approving these transactions |
| 6. | The Audit Committee and Board of Directors, while providing information to the shareholders, can approve redaction of commercial secrets and such other information that would affect competitive position of listed entity and affrm that, in its assessment, the redacted disclosures still provide all the necessary information to the public shareholders for informed decision-making. |
The Company has shared all relevant information necessary for shareholders to make an informed decision. Any sensitive business information, if withheld, has been done to protect the Company’s competitive position, without affecting transparency. |
| 7. | Any other information that may be relevant |
The proposed transaction is in compliance with applicable laws and the Company’s Related Party Transaction Policy. These transactions are benefcial to the Company’s operations and overall business objectives. Related parties will not vote on this resolution. |
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
Annexure A
A(1): Basic details of the related party
| S. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Name of the relatedparty | Globeprecision Industries Pvt. Ltd. |
| 2. | Countryof incorporation of the relatedparty | India |
| 3. | Nature of business of the relatedparty | ManufacturingAutomotive and ancillary parts |
| A(2): Relationship and ownership of the related party | ||
| S. No. | Particulars of the information | Information provided by the management |
| 1. | Relationship between the listed entity/subsidiary and the related party – including nature of its concern (fnancial or otherwise) and the following: • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary. |
Globe precision Industries Pvt Ltd Is part of Promoter group of HTFL and Director of Globe Precision Industries Pvt Ltd are Relative of Sh. Vijay Aggarwal & Sh. Rajiv Aggarwal, Directors of the company. 6.20% |
A(3): Details of previous transactions with the related party
| S. No. | Particulars of the information |
Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | |
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last fnancial year. |
S. No. |
Nature of Transactions | FY 2024-2025 (INR) (in lakhs) |
|
| 1 | Sale of Goods | 7621.39 | |||
| 2 | Purchase of Goods | 819.29 | |||
| 3 | Purchase of Property, Plant & Equipment |
35.04 | |||
| 4 | Job Work Charges Received |
46.63 | |||
| 5 | Job Work Charges Paid | 99.19 | |||
| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current fnancial year up to the quarter immediately preceding the quarter in which the approval is sought. |
Rs. 6782.77 (Upto quarter ending 31.12.2025) | |||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last fnancial year. |
NO | |||
| A(4): Amount of the proposed transaction(s) | |||||
| S. No. | Particulars of the information | Information provided by the management | |||
| 1. | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
Aggregate value of all Transactions with Globe Precision Industries Pvt Ltd will not exceed Rs.14,300/- lakhs during the fnancial year 2026-27. |
|||
| 2. | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current fnancial year would render the proposed transaction a material RPT? |
YES |
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
| 3. | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding fnancial year |
The estimated transaction value for Sale/Purchase of material, Fixed Assets, Job work charges paid/received and allied transactions for FY 2026-27 represents 35.49% of annual consolidated turnover of the Company for FY2024-25 |
The estimated transaction value for Sale/Purchase of material, Fixed Assets, Job work charges paid/received and allied transactions for FY 2026-27 represents 35.49% of annual consolidated turnover of the Company for FY2024-25 |
|
|---|---|---|---|---|
| 4. | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediatelyprecedingfnancialyear |
Not Applicable | ||
| 5. | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding fnancial year, if available. |
The estimated transaction value for Sale/Purchase of material, Fixed Assets, Job work charges paid/received and allied transactions for FY 2026-27 represents 119.48% of annual standalone turnover of the Related Party for FY2024-25 |
||
| 6. | Financial performance of the related party for the immediately preceding fnancial year: |
Particulars | FY 2024-2025 (INR) (In lakh) |
|
| Turnover | 11,969.45 | |||
| Proft After Tax | 517.72 | |||
| Net worth | 4672.15 | |||
| A(5): Basic details of the proposed transaction | ||||
| S. No. | Particulars of the information |
Informationprovided by the management | ||
| 1. | Specifc type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Sale/Purchase of material, Fixed Assets, Job work charges paid/received etc. |
||
| 2. | Details of each type of the proposed transaction | 1. Sale of Goods 2. Purchase of Goods 3. Purchase/Sale of Property, plant & Equipment 4. Job Work Charges Received 5. Job Work Charges Paid The aggregate value of transaction with related party will not exceed Rs 14,300/- Lakhs. |
||
| 3. | Tenure of the proposed transaction (tenure in number of years or months to be specifed) |
The RPT tenure is for one Year for F.Y. 2026-27 | ||
| 4. | Whether omnibus approval is being sought? |
Yes | ||
| 5. | Value of the proposed transaction during a fnancial year. If the proposed transaction will be executed over more than one fnancial year, provide estimated break-up fnancial year-wise. |
The aggregate value to transaction will be Rs 14,300/- Lakhs for Financial Year 2026-27. |
||
| 6. | Justifcation as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The RPT can create synergies, enhance operational effciencies, reduce costs, ultimately supporting the listed entity’s long-term goals, and better capacity utilization. |
||
| 7. | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. |
Globe Precision Industries Pvt Ltd is part of promoter group of the company Promoter and Promoter of Him Teknoforge limited are shareholders and director of the Related party. |
||
| 8. | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
No valuation or other external party report relied upon by the Company in relation to the transactions |
||
| 9. | Other information relevant for decision making. | All transactions shall be undertaken on arm’s length basis and in ordinary course of business. |
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HIM TEKNOFORGE LIMITED
CIN: L29130HP1971PLC000904 Regd.Office: Village Billanwali, Baddi, Himachal Pradesh- 173205 Corp. Office : First Floor, SCO-19, Sector-7C, Madhya Marg, Chandigarh-160019 Phone No.: +91(0172)4183065 Email: [email protected] Website: www.himteknoforge.com
B(1): Sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| S. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1 | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
No Bidding or other process is applied |
| 2 | Basis of determination of price. | Pricing is determined based on prevailing market rates, comparable third-party quotations, cost-plus margin method and arm’s length principles. |
| 3 | In case of Trade advance, if any, proposed to be extended to the related party in relation to the transaction, |
NIL |
No Director, Key Managerial Personnel or their relatives, except Mr. Rajiv Aggarwal, Joint Managing Director and Mr. Vijay Aggarwal, Managing Director being relative of Mr. Vinod Aggarwal, Director of Globe Precision Industries Pvt. Ltd. are directly or indirectly concerned or interested in the above resolution except to the extent of their shareholding (including their relatives), if any, in the Company.
The Board recommends the resolution for approval of the members as an Ordinary Resolution
By Order of the Board of Directors of Him Teknoforge Limited Sd/Himanshu Kalra Company Secretary & Compliance Officer Membership No. A62696 Date: 11.02.2026 Place: Chandigarh
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