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Hindalco Industries Ltd. Proxy Solicitation & Information Statement 2025

Feb 13, 2025

59187_rns_2025-02-13_fd593d6a-487e-4311-97de-6cdfffa1c7a9.pdf

Proxy Solicitation & Information Statement

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February 13, 2025

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BSE Limited National Stock Exchange of India Limited Luxembourg Stock Exchange Scrip Code : 500440 Scrip Code : HINDALCO Scrip Code: US4330641022

Sub: Notice of Postal Ballot - Hindalco Industries Limited [“Company”]

Ref: a. Regulation 30 (read with schedule III- Part A) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”]; b. ISIN: INE038A01020 and

c. Our earlier intimation dated February 13, 2025, w.r.t Outcome of Board Meeting.

Pursuant to above referred, please find enclosed the Postal Ballot Notice dated February 13, 2025, [“said notice”] , seeking approval of the Members of the Company on the following resolution through Postal Ballot:

Sr.
No.
Description of Resolution Type
of
Resolution
1. Re-appointment of Mr. Praveen Kumar Maheshwari_[DIN: 00174361]_ as a
Whole-timeDirector
Ordinary

In accordance with applicable laws, the said Notice is being sent electronically to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, February 7, 2025 [“cut-off date”] . The same is also available on the website of the Company i.e. www.hindalco.com and the Company’s RTA i.e. at https://instavote.linkintime.co.in

The remote e-voting period shall commence on Friday, February 14, 2025 (9:00 a.m. IST) and conclude on Saturday, March 15, 2025 (5:00 p.m. IST).

The results of the e-voting shall be declared on or before Tuesday, March 18, 2025.

The above is being made available on the Company’s website i.e. www.hindalco.com

Sincerely,

for Hindalco Industries Limited

Digitally signed Geetika by Geetika Anand Anand Date: 2025.02.13 19:55:59 +05'30' Geetika Anand Company Secretary & Compliance Officer

Encl: a/a

Hindalco Industries Limited

Registered Office : 21[st] Floor, One Unity Center, Senapati Bapat Marg, Prabhadevi, Mumbai – 400013, India |T: +91 22 69477000 / 69477150 I F: +91 2269477001/69477090 W : www.hindalco.com | E : [email protected] | Corporate ID No.: L27020MH1958PLC011238

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HINDALCO INDUSTRIES LIMITED

Registered 21[st] Floor, One Unity Center, Senapati Bapat Marg, Prabhadevi, Mumbai – 400 013 Office: Tel: +91 22 6947 7000 / +91 22 6947 7150 Fax: +91 22 6947 7001 / +91 22 6947 7090 CIN: L27020MH1958PLC011238 E-mail: [email protected] Website: www.hindalco.com

POSTAL BALLOT NOTICE [02/FY2024-25: February 13, 2025]

Dear Member,

Notice is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013 [“Act”] including Rules made thereunder [“Rules”] , Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations”] , Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India [“SS-2”] read with the guidelines prescribed by the Ministry of Corporate Affairs [“MCA”] for holding general meetings / conducting postal ballot process through e-voting vide various general circulars issued by MCA [“Circulars”] , including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force and subject to other applicable laws and regulations. The Resolution , as appended below, is proposed to be passed by the Members via Postal Ballot [through remote e-voting] and is followed by its Explanatory Statement(s) in terms of the provisions of Section 102(1) and 110 of the Act, setting out details relating to special business to be transacted.

This Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Registrar and Share Transfer Agent [“RTA”] and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, February 07, 2025 [“Cut-off date”] . Accordingly, hard copy of the notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only and will also be available on the Company’s website www.hindalco.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and website of the Registrar and Share Transfer Agent of the Company i.e., MUFG Intime India Private Limited [formerly known as Link Intime India Private Limited] [“MIIPL/RTA”] at instavote.linkintime.co.in.

Remote e-voting : Members are requested to read the instructions in the Notes under the section “Remote e-voting: Procedure” in this Notice to cast their vote(s) electronically. The details of the same are as below:

Cut-off date
[for determining the Members entitled to vote on the
resolution setforth in this Notice]
:
Friday, February 7, 2025
Cut-off date
[for determining the Members entitled to vote on the
resolution setforth in this Notice]
:
Friday, February 7, 2025
Remote e-voting period
[During this period, Members of
the Company as on the cut-off
date may cast their vote by
remote e-voting]
Commences from:
9:00 a.m. IST, Friday, February 14, 2025
Ends at
:
5.00 p.m. IST, Saturday, March 15, 2025
URL for remote e-voting:
[Voting guidelines on page no. 8]
:
a. InstaVOTE:
instavote.linkintime.co.in

1

b. NSDL: eservices.nsdl.com or www.evoting.nsdl.com c. CDSL: web.cdslindia.com/myeasitoken/home /login or www.cdslindia.com/

In case of any queries, you may refer the Frequently Asked Questions [FAQs] for Shareholders and e-voting user manual for Members available at the download section of instavote.linkintime.co.in [under help section] or write an e-mail to [email protected] or [email protected].

2

Special Business

Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Director.

Page 1 of 5

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

“RESOLVED THAT pursuant to the provisions of Sections 196 and 197 read with Schedule V of the Companies Act, 2013, the Rules made thereunder and other applicable provisions of the Companies Act, 2013 [including the rules, notifications, circulars, guidelines etc. issued thereunder] [“the Act”] , the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations”] and other applicable provisions, if any, [including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force] , and in line with the Memorandum & Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee [“NRC”] and the Board of Directors of the Company [hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution] , and Executive Remuneration Policy of the Company, Mr. Praveen Kumar Maheshwari [DIN: 00174361], be and is hereby re-appointed as a Whole-time Director of the Company, for a term of 1 [One] year commencing from April 1, 2025 until March 31, 2026 [both days inclusive] , on the terms as to the remuneration or otherwise, as set out in the Explanatory Statement and with authority to the Board to alter the said terms and conditions in such manner as may be agreed to between the Board and Mr. Praveen Kumar Maheshwari in the best interest of the Company subject to the limits approved by the Members and restrictions, if any, contained in the Act or otherwise as may be permissible by law.

RESOLVED FURTHER THAT the Board and Key Managerial Personnel [except for Mr. Praveen Kumar Maheshwari] be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the resolution.”

Explanatory Statement and Additional Disclosures[1]

Current and Proposed Term

Mr. Maheshwari was re-appointed as a Whole-time Director on the Board for a period commencing from April 1, 2024 until March 31, 2025.

Considering the extensive experience, leadership and significant contribution to the Company, Mr. Maheshwari is proposed to be re-appointed as a Whole-time Director, for a period of 1 [One] year with effect from April 1, 2025 until March 31, 2026 [both days inclusive] with the authority to either party to terminate the appointment on 3 [Three] months’ notice in writing to the other, subject to the approval of Members of the Company being sought via this postal ballot.

1 Pursuant to Section 102, 110 Of the Companies Act, 2013 and Regulation 36(3) Of SEBI Listing Regulations And SS-2.

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Page 2 of 5

Agenda

Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Director.

Purpose and Rationale for appointment

a) Brief Profile

i) Qualification:

  • Chartered Accountant

  • MBA, IIM - Ahmedabad

  • ii) Experience & Background:

Over 40 years in areas of General Management and Finance, mergers & acquisitions, fund raising, investor relations in India and global financial markets

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Date of Birth/Age : February 18, 1961 / 63 years Shareholding: 79,410 Number of Meetings attended during FY 2025: 7/7 [Board] 4/4 [RM&ESG] *till Feb 13, 2025

iii) Present Engagements: [Hindalco Industries Limited]

  • Chief Financial Officer [since 2011] ;

  • Whole-time Director on the Board [since 2016] ;

  • Responsible for providing strategic leadership on all financial matters across all operations with a focus on enhancing shareholder value;

  • Leads a strong financial organization and plays a key role in various strategic decisions of the Company;

  • Heads all IT and digital initiatives in Hindalco.

iv) Prior Engagements:

  • Additional charge as Chief Executive Officer of the Company’s copper business [2019 to 2021] ;

  • Group CFO and Executive Director, Finance: Bharat Forge Limited [2003 to 2011] ;

  • Group Chief Financial Controller: Escorts Limited [1998-2003].

v) Contribution:

  • Overseen significant progress and growth of Hindalco over the last 13 years through organic and inorganic routes.

  • Has overseen heavy investments by the Company into two large smelters and a large refinery.

  • Catalyst in guiding the Company from a position of high leverage to a very comfortable negative net debt to EBITDA ratio.

  • Overseen prepayment of a large portion of its long-term debts ahead of schedule.

  • Ensured maintenance of Company’s AA+ rating with the rating agencies.

  • Recently, played a key and pivotal role in the acquisition of Aleris, a large downstream player in aluminium products with annual revenues of USD 3 Billion.

  • Enormous experience in raising funds globally. In the last 10 years, he has been instrumental in raising over USD 10 billion across North American, European and Asian markets including sustainability linked borrowings.

  • Hindalco is one of the most liquid stocks listed on National Stock Exchange and Bombay Stock Exchange in India with a market cap of over USD 15 billion. Over 26% of its shares are held by

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Page 3 of 5

Agenda

Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Director.

global investors from North America, Europe and Asia and another 25% are held by domestic institutions and insurance companies. He leads the investor relations activities globally and

plays a very active role in investor communications. As a result, Hindalco remains one of the most respected companies across the global metals landscape.

b) Expertise in specific functional areas:

Corporate Governance, Legal and Compliance, Environmental and Social Sustainability, General Management, Human Resource, Industry Knowledge, Innovation, Technology and Digitization, Finance Literacy, Risk Management and Strategic Expertise.

c) Confirmations:

  • is qualified to be appointed as a Director in terms of provisions of Section 164 of the Act and has provided his consent to act as a Whole-time Director and

  • is not debarred from holding the office of Director by virtue of any order of Securities and Exchange Board of India and any other competent regulatory authority.

The Company has received a notice proposing the candidature of Mr. Maheshwari for the office of Director under Section 160 of the Act.

d) Disclosure of Interest:

None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives, except Mr. Maheshwari, to whom the resolution relates, are concerned, or interested in the Resolution of this Notice.

e) Date of First Appointment on the Board: May 28, 2016

  • f) Remuneration - FY2024: ₹ 8.37 Crore

g) Relationship with other Directors/ Key Managerial Personnel : NIL

h) Proposed Remuneration/Terms and Conditions of Re-appointment:

I. Remuneration:

  • i. Basic Salary: ₹ 1,75,12,264/- [Rupees One Crore Seventy-Five Lakh Twelve Thousand Two Hundred Sixty-Four only] per annum with such increments as the Board may decide from time to time, subject however to a ceiling of ₹ 1,80,00,000 [Rupees One Crore Eighty Lakh only] per annum.

  • ii. Special Allowance: ₹ 2,00,27,635 [Rupees Two Crore Twenty-Seven Thousand Six Hundred ThirtyFive only] per annum with such increments as the Board, may decide from time to time, subject however to a ceiling of ₹ 2,04,00,000 [Rupees Two Crore Four Lakh only] per annum. This allowance, however, will not be taken into account for the calculation of benefits such as Provident Fund, Gratuity, Superannuation and Leave encashment.

  • iii. Annual Incentive Pay: Performance linked to the achievement of targets, as may be decided by the Board from time to time, subject to a maximum of ₹ 5,00,00,000 [Rupees Five Crore only] per annum.

  • iv. Long-term Incentive Compensation (LTIC) including Employee Stock Option, Restricted Stock Units, Performance Stock Units, Stock Appreciation Rights, Phantom Restricted Stock Units as per the Scheme applicable to the Executive the Board and/or its Subsidiaries considering the above. Directors and/or Senior Executives of the Company and/or its Subsidiaries and/or any other Incentives applicable to Senior Executives of the Company/ Aditya Birla Group, in such manner and with such provisions as may be decided by

5

Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Director.

Page 4 of 5

II. Perquisites:

  • i. Housing: Company provided [furnished /unfurnished] accommodation and/or HRA in lieu of Company provided accommodation as per the Company’s Policy.

  • ii. House Maintenance: Reimbursement of expenses at actuals pertaining to electricity, gas, water, telephone and other reasonable expenses for the upkeep and maintenance in respect of such accommodation as per the Company’s Policy.

  • iii. Medical Expenses: Reimbursement of all expenses incurred for self and family [including domiciliary and medical expenses and insurance premium for medical and hospitalization policy as applicable] , as per the Company’s Policy.

  • iv. Leave Travel Expenses: Leave Travel Expenses for self and family in accordance with the Company’s Policy.

  • v. Car: Two cars for use of the Company’s Business, as per the Company’s Policy.

  • vi. Club Membership: Fees of Two Corporate Clubs in India [including admission and annual membership fee] .

  • vii. Other expenses: Entertainment, traveling and all other expenses incurred for the business of the Company as per the Company’s Policy.

  • viii. Retirement Benefits: Contribution towards Provident Fund, Superannuation Fund, National Pension Scheme and Gratuity as per the Company’s Policy.

  • ix. Other Benefits: Leave and related benefits, Life Insurance, Personal Accident Insurance as per the Company’s Policy.

  • x. Other Allowances/benefits, perquisites: Any other allowances, benefits and perquisites as per the Rules applicable to the Senior Executives of the Company and/or which may become applicable in the future and/ or any other allowance, perquisites as the Board from time to time decide.

  • xi. In case Mr. Praveen Kumar Maheshwari is elevated to the next higher level of the Company, during the tenure of appointment, the allowances, perquisites and benefits applicable to that level, will also apply to the individual.

  • xii. Annual remuneration review is effective July 1[st] each year, as per the Company’s Policy. Any revision/change in allowance/perquisite relating to Company provided [furnished/unfurnished] accommodation and/or HRA in lieu of Company provided accommodation / Car or other allowances/ perquisites, will be adjusted from the existing Special Allowance, subject to the ceiling as approved by the Members and as per the Company’s Policy.

  • III. Subject as aforesaid, Mr. Praveen Kumar Maheshwari, Whole-time Director, shall be governed by such other Rules as are applicable to the Senior Executives of the Company, from time to time.

  • IV. For the purposes of Gratuity, Provident Fund, Superannuation, and other like benefits, if any, the service of Mr. Praveen Kumar Maheshwari, Whole-time Director will be considered as continuous service with the Company from the date of his joining the Aditya Birla Group.

  • V. The aggregate of the remuneration and perquisites as aforesaid in any financial year shall not exceed the limit specified under applicable provisions of the Act or otherwise as may be permissible at law, from time to time.

  • VI. Though considering the provisions of Section 188 of the Act and the applicable rules thereunder, Mr. Praveen Kumar Maheshwari would not be holding any office or place of profit by his being a mere Director of the Company’s Subsidiaries/ Joint Ventures, approval be and is hereby granted by way of abundant caution for him to accept the sitting fees/commission paid/ payable to other Directors for attending meetings of Board(s) of Directors/Committee(s) of Subsidiaries/Joint Ventures of the Company or companies promoted by the Aditya Birla Group.

6

Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Page 5 of 5 Director.

  • VII. Mr. Praveen Kumar Maheshwari shall not be liable to retire by rotation during his continuing tenure as the Whole-time Director of the Company. So long as Mr. Praveen Kumar Maheshwari functions as the Whole-time Director, he shall not be paid any fees for attending the meetings of the Board or any Committee(s) thereof.

  • VIII. The Board shall review and recommend the remuneration payable to the Whole-time Director, from time to time.

i) Directorship in other Companies as on date of this Notice:

Listed Companies: NIL Unlisted Companies:

  • 1) Utkal Alumina International Limited

  • j) Membership (M)/ Chairmanship (C) of Statutory Committees of the Board as on the date of this Notice:

Risk Management & ESG Committee

  • 1) Hindalco Industries Limited (M)

  • k) Listed Entities from which the Director has resigned in the past three years.: Nil

Your Board recommends the said Resolution for approval by way of an Ordinary Resolution.

7

Notes for Members’ Attention

1. Electronic copy of the Notice of Postal Ballot dated February 13, 2025

  • i) In compliance with the provisions and Circulars prescribed by MCA and SEBI, the Notice of Postal Ballot is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / MUFG Intime India Private Limited [“MIIPL/ RTA”] / Depositories.

  • ii) Members may note that the Notice will be available on www.hindalco.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and website of MIIPL i.e., instavote.linkintime.co.in.

2. Register to receive communications electronically

Members are encouraged to register / update their e-mail address(es) or mobile number(s) with their relevant Depository Participant.

Members who have not registered / updated their e-mail address or mobile number with the Company but wish to receive all communication from the Company electronically may register / update their e-mail address and mobile numbers with LIIP or the Company.

We urge Members to support this Green Initiative effort of the Company and get their e-mail ID registered.

3. Director seeking appointment

Relevant details with respect of the Director seeking appointment vide this Postal Ballot, in terms of Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of Secretarial Standards on General Meetings, are set out in the Explanatory Statement , which also forms part of this Notice.

4. Scrutinizer

The Company has appointed Ms. Shivangini Gohel, [ACS 25740 & C.P. No. 9205] and failing her, Mr. Dilip Bharadiya [FCS 7956 & C.P. No. 6740] Partners of M/s. Dilip Bharadiya & Associates, Company Secretaries, as the Scrutinizer for conducting the Postal Ballot only through remote e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of remote e-voting will be final.

The Scrutinizer will submit his/her report to the Chairman, or any other person authorized by him, after scrutiny of the votes cast, on the results of the Postal Ballot which will be announced on or before Tuesday, March 18, 2025. The Scrutinizer’s decision on the validity of votes cast will be final.

8

5. Authorised Representative

Institutional / Corporate Shareholders [i.e., other than individuals / HUF, NRI, etc.] are required to send a scanned copy [PDF / JPG Format] of its Board or governing body Resolution/ Authorisation, etc., authorising its representative to vote through remote e-voting on its behalf.

The said Resolution / Authorisation shall be sent to the Scrutinizer by e-mail through its registered e-mail ID to Ms. Shivangini Gohel / Mr. Dilip Bharadiya, at [email protected] with a copy marked to the Company Secretary at [email protected], not later than Saturday, March 15, 2025, by 5.00 p.m.

6. Document(s) open for inspection

All documents referred to in the Notice will be available for electronic inspection without any fees by the Members from the date of dispatch of this Notice up to Saturday, March 15, 2025. Members seeking to inspect such documents can send an e- mail at [email protected].

7. Register to receive communications electronically

  • Shareholders holding shares in Physical Mode: Register / update their email ID, Mobile number and Bank Account details by sending a request letter duly signed by the Shareholder(s) mentioning the Name of the Company, Folio number, Bank Account Details, self-attested copy of PAN card and cancelled cheque leaf. In case the cancelled cheque leaf does not bear the Shareholders name, please attach a copy of the bank passbook statement, duly self-attested to the Company at [email protected] or MIIPL at [email protected].

  • Shareholders holding shares in Dematerialised Mode: Register / update their email ID, Mobile number and Bank Account details with their respective Depository Participant.

8. Remote e-voting

Pursuant to Section 108 of the Act, Rule 20 of the Rules, as amended, Regulation 44 of the Listing Regulations and the Circulars, the Company is pleased to provide the facility to the Members to exercise their right to vote on the resolutions proposed to be passed by Postal Ballot, by electronic means. As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

9

Remote e-voting: Important Dates

te e-voting: Important Dates te e-voting: Important Dates
Cut-off date
[for determining the Members entitled to vote on
the resolution setforth in this notice]
:Friday, February 7, 2025
Remote e-voting period
[During this period, members of the
Company as on the cut-off date may
cast their vote by remote e-voting]
Commences
from
:9:00 a.m. IST, Friday, February 14, 2025
Ends on
:5.00 p.m. IST, Saturday, March 15, 2025
[The remote e-voting module shall be disabled for
voting thereafter by MIIPL]
URL for remote e-voting
Type of shareholder
Individual Shareholders holding securities in
Demat mode with National Securities Depository
Limited.
Individual Shareholders holding securities in
Demat mode with Central Depository Services
(India)Limited.
Individual shareholders holding securities in
physical form/ Non-Individual Shareholders
holding securities in Demat mode.
:
Type of shareholder E-voting link
Individual Shareholders holding securities in
Demat mode with National Securities Depository
Limited.
eservices.nsdl.com or directly through your
depository participant
web.cdslindia.com/myeasitoken/home/login
or
evoting.cdslindia.com/Evoting/EvotingLogin
or directly through your depository
participant
Individual Shareholders holding securities in
Demat mode with Central Depository Services
(India)Limited.
Individual shareholders holding securities in
physical form/ Non-Individual Shareholders
holding securities in Demat mode.
instavote.linkintime.co.in

Remote e-voting: Procedure

(1) Depository: For Individual Members holding securities in demat mode

Remote e-voting: Procedure
(1) Depository: For Individual Members holding securities in demat mode
Remote e-voting: Procedure
(1) Depository: For Individual Members holding securities in demat mode
Remote e-voting: Procedure
(1) Depository: For Individual Members holding securities in demat mode
Step
no.
For Members holding securities with
NSDL
For Members holding securities with
CDSL
Registered User
1. The URL for users to login for NSDL
IDeAS facility:eservices.nsdl.com either
on a personal computer or on a mobile.
The URL for users to login to Easi /
Easiest
are
web.cdslindia.com/myeasitoken/home/l
ogin orwww.cdslindia.comand click on
New System Myeasi.
2. 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.
Login through their User ID and
Password.
3. 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.
After successful login of Easi / Easiest
the user will be also able to see the e-
voting Menu. The Menu will have links
of e-voting service provider i.e., NSDL,
KARVY,LINKINTIME,CDSL.

10

Step
no.
For Members holding securities with
NSDL
For Members holding securities with
CDSL
Step
no.
For Members holding securities with
NSDL
For Members holding securities with
CDSL
Step
no.
For Members holding securities with
NSDL
For Members holding securities with
CDSL
4. 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.
Click on e-voting service provider
name to cast your vote.
First time user
5. Option to register is available at
eservices.nsdl.com.
Select
“Register
Online for IDeAS “Portal or click at
eservices.nsdl.com/SecureWeb/IdeasDirec
tReg.jsp
Option
to
register
is
available
at web.cdslindia.com/myeasitoken/Regi
stration/EasiRegistration
Alternative Method
6. Visit the e-voting website of NSDL.
Open web browser by typing the
following URL:www.evoting.nsdl.com
either on a personal computer or on a
mobile.
The
user
can
directly
access
e-voting page by providing demat
Account Number and PAN No. from a
link in www.cdslindia.comhome page.
7. Once the home page of e-voting system
is launched, click on the icon “Login”
which
is
available
under
‘Shareholder/Member’ section.
[Skip step]
8. 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.
[Skip step]
9. After successful authentication, you will
be redirected to NSDL Depository site
whereinyou can see e-voting page.
[Skip step]
10. 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.
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 provided
links for the respective ESP where the
e-votingis inprogress.

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. Once 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

11

i.e., MUFG InTime/ Link InTime and you will be redirected to “InstaVOTE” for casting your vote during the remote e-Voting period.

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e., NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type Helpdesk Details
Individual Members facing any technical issue in login
Shareholders holding can contact NSDL helpdesk by sending a
securities in demat request [email protected] or call at: 022 -
mode with NSDL 4886 7000 and 022 - 2499 7000
Individual Members facing any technical issue in login
Shareholders holding can contact CDSL helpdesk by sending a
securities in demat request [email protected] or
mode with CDSL contact at toll free no. 1800 22 55 33
  • (2) InstaVOTE: For Individual Members holding securities in physical mode and Institutional Members.
Step For first time users of InstaVOTE OR Members For Members holding
no. holding shares in physical mode shares in demat form
and existing user of
InstaVOTE
Step
no.
For first time users of InstaVOTE OR Members
holding shares in physical mode
For Members holding
shares in demat form
and existing user of
InstaVOTE
1. Open the internet browser and launch the URL:instavote.linkintime.co.in
2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and
register with your following details: -
A. User ID: Enteryour User ID
(i) For
members
holding shares in
demat account held
with CDSL
: 16
digits
beneficiary ID,
(ii) For
members
holding shares in
demat account held
with NSDL
: 8 Character DP
ID followed by
8 digit client ID,
(iii) For
members
holding shares in
physical form
: Provide Event
Number
(240054) and
Folio number
registered with
the Company
B. Permanent Account Number(PAN): Enter your
10-digit PAN (Members who have not updated
[Skip step]

12

Step
no.
For first time users of InstaVOTE OR Members
holding shares in physical mode
For Members holding
shares in demat form
and existing user of
InstaVOTE
their PAN with the Depository Participant (DP)/
Company shall use the sequence number
provided to you, if applicable.
C. Date of Birth(DOB)/ Date of Incorporation
(DOI): Enter the DOB / DOI (As recorded with
your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number:Enter your Bank
Account Number (last four digits), as recorded
withyour DP/Company.
(i) For
members
holding shares in
demat
account
held with CDSL
: Shall
provide
either ‘C’ or ‘D’,
above
(ii) For
members
holding shares in
demat
account
held with NSDL
: Shall provide ‘D’
above
(iii) For
members
holding shares in
physical form but
have not recorded
‘C’ and ‘D’ above
: Shall
provide
their
folio
number in ‘D’
above
[Skip step]
3. Set the password of your choice
[The password should contain minimum 8
characters,
at
least
one
special
Character
(@!#$&*), at least one numeral, at least one
alphabet and at least one capital letter].
[Skip step]
4. Click on ‘confirm’ and your password will be
generated.
[Skip step]
[Use your existing
password]
5. Click on ‘Login’ under the ‘SHAREHOLDER’ tab.
6. Enter your User ID, Password and Image Verification_[CAPTCHA]_Code and click
on ‘Submit’.
7. After successful login, you will be able to see the notification for e-voting.
8. Select ‘View’ icon and the e-voting page will appear.
9. Refer the Resolution description and cast your vote by selecting your desired
option ‘Favour / Against’.[If you wish to view the entire Resolution details, click on
the ‘View Resolution’ file link].

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Step For first time users of InstaVOTE OR Members For Members holding no . holding shares in physical mode shares in demat form and existing user of InstaVOTE

  1. After selecting the desired option i.e., Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

  2. Once the vote on a resolution is cast by the member, such member shall not be allowed to change it subsequently.

Remote e-voting: Points to remember

  1. Institutional shareholders [i.e., other than Individuals, HUF, NRI etc.] and Custodians are required to log on the e-voting system of MIIPL at instavote.linkintime.co.in/ and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution / authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

  2. If you have forgotten the password:

  3. Click on ‘ Login ’ under ‘SHAREHOLDER’ tab and further Click ‘forgot password?’

  4. Enter User ID, select Mode and Enter Image Verification [CAPTCHA] Code and Click on ‘Submit’.

  5. In case of Shareholders / Members having valid e-mail address, Password will be sent to his/ her registered e-mail address.

  6. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  7. During the voting period, shareholders / members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

  8. Shareholders/ members holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions [“FAQs”] and InstaVOTE e-voting manual available at instavote.linkintime.co.in, under Help section or send an e-mail to [email protected] or contact on: - Tel: 022 - 4918 6000.

9. Correspondence

Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the Company or RTA, quoting their folio number or DP ID - client ID, as the case may be.

10. Instructions for Members holding shares in Physical form

The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated

14

November 3, 2021 and SEBI/HO/MIRSD/MIRSD/POD-1/P/CIR/2023/37 dated March 16, 2023. Reminders were sent to all shareholders holding shares in physical form on November 03, 2022, December 6, 2022, February 21, 2023, and May 3, 2024. The aforesaid communication is also intimated to the stock exchanges and available on the website of the Company. Members holding shares in physical form are requested to go through the said communication.

Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on www.hindalco.com/upload/pdf/form-isr-4-duplicate-other-serices-demat.pdf.

11. Depository System

The Company has entered into agreements with the Depositories. The Depository System envisages the elimination of several problems involved in the scrip-based system such as bad deliveries, fraudulent transfers, fake certificates, thefts in postal transit, delay in transfers, mutilation of share certificates, elimination of concept of market lot, elimination of bad deliveries, reduction in transaction costs, improved liquidity, etc. As per SEBI Circular with effect from April 1, 2019, the Company has stopped effecting transfer of securities in physical form.

Members are therefore requested to demat their physical holding for any further transfer. Members can however continue to make request for transmission or transposition of securities held in physical form.

However, as per SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, the Company / RTA will issue Letter of Confirmation (LOC) in lieu of share certificate, which should be dematerialised within 120 days from the date of issue of LOC.

12. Nomination

As per the provisions of Section 72 of the Act, facility for making nominations is now available to INDIVIDUALS holding shares in the Company. Members holding shares in physical form may obtain the Nomination Form from the Company’s Secretarial Department at its Registered Office or MIIPL or can download the form from Website of the Company. Members holding shares in electronic form have to approach their DPs for completing the nomination formalities.

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13. Voting Results

The Scrutinizer, will submit the report to the Chairman after completion of scrutiny of the remote e-voting. The results shall be declared on or before Tuesday, March 18, 2025, and will be displayed along with the Scrutinizer's Report:

  • i. at the Registered as well as Corporate Office of the Company;

  • ii. on the website of the Company i.e., www.hindalco.com;

  • iii. on the website of MIIPL i.e., instavote.linkintime.co.in and

  • iv. communicated to BSE Limited and National Stock Exchange of India Limited and on their respective websites at www.bseindia.com and www.nseindia.com.

By Order of the Board

Sd/- Geetika Anand Place : Mumbai Company Secretary and Compliance Officer Date : February 13, 2025 Membership No.: A23228

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Important Dates

Friday, February 7, 2025 Cut-off Date to determine the members who shall be entitled to vote. ▪ Thursday, February 13, 2025 Receipt of Postal Ballot Notice. ▪ Available on www.hindalco.com Friday, February 14, 2025 Commencement of remote e-voting at 9 a.m. IST Saturday, March 15, 2025 End of remote e-voting at 5 p.m. IST ▪ Tuesday, March 18, 2025 [on or Announcement of voting results before] ▪ Available on: www.hindalco.com, instavote.linkintime.co.in/www.bseindia.com and www.nseindia.com

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Virtual Guide

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