Hindustan Copper Ltd. — Proxy Solicitation & Information Statement 2025

Aug 29, 2025

No. SCY/CA/58/ 2025 29.08.2025

The Sr. General Manager The Vice President Dept. of Corporate Services Listing Department Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 513599 NSE Symbol: HINDCOPPER

BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers Exchange Plaza, C-1 , Block G Dalal Street Bandra-Kurla Complex, Bandra (East)

Sir / Madam,

Sub: Notice of 58th Annual General Meeting

It has been decided to hold the 58th Annual General Meeting (AGM) of the Members of Hindustan Copper Ltd on Thursday, 25th September, 2025 at 10:30 AM, Indian Standard Time, through Video Conferencing /Other Audio-Visual Means. A copy of the AGM Notice is enclosed and is also available at the Company's website at the following link:

https://www.hindustancopper.com/Content/PDF/58th%20AGM%20Notice-28.08.2025.pdf

The above is submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for information and record of the Exchange please.

Thanking you,

Yours faithfully, MRITUNJAY KUMAR DEV Digitally signed by MRITUNJAY KUMAR DEV Date: 2025.08.29 13:20:46 +05'30'

(Mritunjay Kumar Dev) Company Secretary & Compliance Officer

Encl. as stated

Hindustan Copper Limited (ClN: 127201 WBl 967GO1028825) Regd. Office: 'Tamra Bhavan', '1, Ashutosh Chowdhury Avenue, Kotkata 700 0'19 Phone: (033) 2283-2226, 2202-1000, E-mait: investors,cs@hind ustancopper, com Website: www.hindustancopper. com

Notice to the Members

Notice is hereby given that the 58 'Annual General Meeting ("AGM") of the Members of Hindustan Copper Ltd ("HCL / the Company") witt be heLd on Thursday, 25ih September, ²⁰²⁵ at '10:30 AM lndian Standard Time ("lST") through Video Conferencing /Other Audio-Visuat Means ("VC / OAVM") to transact the fotlowing business:

Ordinarv Business

• '1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31't lv{arch, 2025 together with the Reports of the Directors, Auditors and C&AG.
• 1. To declare final dividend on equity shares for financial yeat ZOZ4-25.
• 1. To appoint a Director in place of Shri Sanjiv Kumar Singh (DlN: 09548389), who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To fix remuneration of the Statutory Auditors.

Special Business

1. Appointment of Shri Sanjiv Kumar Singh (DlN: 09548389) as Chairman and ,v{anaging Director of the Company and in this regard to consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to Article 70 of the Artictes of Association of the Company, Section 149, 152,203 & att other appticabte provisions of the Companies Act, 2013, Regutation 17 (1C) & at[ other appticabte provisions of SEBI (Listing Obtigations and Disctosure Requirements) Regulations, 20'15 [inctuding any statutory modification(s) or re"enactment thereof for the time being in forcel and approvat of the President of lndia as notified by Order l'r'let.3-10 /2/2072- Met.llll dated 21.03.2075 issued by the Ministry of Mjnes, covernment of lndia, appointment of Shri Sanjiv Kumar Singh (DlN: 09548389) as Chatrman and Managing Director, Hjndustan Copper Ltd in the scate of pay of Rs.2,00,000 3,70,000/- and other terms and conditions of appointment as may be determined by the Government from time to time, from the date of his assumption of charge of the post of Chairman and Managjng Director on 21.03.2025 tjLt the date of his superannuation i.e. 30.06.2026, or untit further orders, whichever is eartier, be and is hereby approved. "

1. Appointment of Shri Sanjeev Kumar Sinha (DlN: 10993006) as Director (Operations) of the Company and in this regard to consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to Articte 70 of the Artictes of Associatjon of the Company, Sectjon 149, 152,203 & att other applicable provisions of the Companjes Act, 2013, Regutation 17 ('lC) & atl other applicabte provisions of SEBI (Listing Obtigatjons and Disclosure Requirements)

l

Regutations, 20'15 [inctuding any statutory modification(s) or re-enactment thereof for the time being in.forcel and approval of the president of rndia ai notified by oraer luet.r.iora/zoi:, Met llll dated 07.03.2025 issued by the Ministry of Mines, Government or tnaia, appointment or Shri Sanjeev Kumar Sinha (DtN: 10993006), Deputy cenerat Manager (DGM), N,ltOC LtO u, Director (operations) of Hindustan copper Ltd in the scate or pay oiRs.i,ao,obo :,ao,ooo7" and other terms and conditions of appointment as may be deteimined by the Governmeni from time to time, for a period of 05 (five) years from the date of his assumption of cnarge or the post of Director (operations) on 09.03.2025, or untit further orders, whicheve, i, eirti"r, -6" and is hereby approved. "

1. Appointment of shri RVN vishweshwar (DrN: 09518994) as Director (Finance) of the Comp,any and in this regard to consider and, if thoughi fit, to pass with or'without modifications, the following resolution as Ordinary ResJlution:

"RESOLVED THAT pursuant to ArticLe 70 of the Artictes of Association of the Company, section 1^49 '..152 ' 203 & att other appticabte provisions of the companies Act, 2013, neguiatron 1z 1rd; & att other appticabte provisions of sEBl (Listing obtigaiions and Disctoiure- Requir"runtij Regu(ations, 2015 [lnctuding any statutory modification(s] or re"enactment thereof for the time being in forcel and approvat of the president of lndia, as notified by Oraer 1Uo. ,ftei:- 10/ 1/2024'METAL rrr) dated zs.07.zoz5, received from the Ministry of Mines, covernment of lndia, appointment of Shri RVN-Vishweshwar (DlN:09518994), Executive Oirector lcorporaG Finance & Treasury), rndian oit corporation Limited (rocl) as Director (Finance) in Hindustan copper Ltd (HCL) in the scate of pay of Rs.1,B0,0oo 3,4o,ooot- and other terms and conclitions of appointment as may be determined by the Government from time to time, w.e.f. the date of assumption of charge of the post on Z9.O7.ZOZ5 titt the date of his superannuati;; i;., 31.07.2029 or untiI further orders, whichever js eartier, be and is hereby appioved.,,

1. Appointment of shri Ashish saxena (DlN: 11009696) as Government Nominee Director of the Company and in thjs regard to consider and, if thought fit, to pass wit} or without modifications, the following resolution as Ordinary Resolution:

"RESoLVED THAT pursuant to Articte 70 of the Artictes of Association of the company, section 149, 152 &.att other appticabLe provisions of the companies Act, 2013, Regutation'r7 iic) & ;tt other appticabte provisions of sEBr (Listing ob[igations and Disct&ure R.qri."_n-,;a;) Regutations, 20'15 [inctuding any statutory modification(s) or re-enactment thereof for the time being in forcel and approvaI of the president of rndia as notified by order [F. no. rctztzooz-- Met.lll] datcd 19.03.2025 issued by the Ministry of Mines, covernment of rndia, appointment of shri Ashish saxena (DlN: 11009696), Deputy secretary, Ministry of Mines, Government or rnoiu as Government Nominee Director of Hindustan copper Ltd with effect from zo.0:.202s 1i.e, date of attotment of DIN) till further orders, be and is hereby approved.,,

9' Appointment of shri Avinash Janardan Bhide (DrN: 09388571) as Non-official lndependent Director of the. company and in this regard to consider ind, if thought fit, to pass with or without modifications, the following resorution as special Resoluti"on:

"RESOLVED THAT pursuant to Articte 70 of the Artictes of Association of the company, section 149, 152 &.att other appticabte p-rovisions of the companies Act, 2013, n"eutut.n'ri i iCi -& iii other applicabte provisions of sEBr (Listing obiigations and Disct6sure n"qrir#*trj Regutations, 20'15 [incLuding any statutory modiiicationlsl or re-enactment thereof for the time being in forcel and approvaL of the president of rndia as notlfied by order [Met. r-roiiizozi Met.llll dated 01.04.2025 issued by the Ministry of Mines, Government of rnd-ia, appointment of shriavinash Janardan Bhide (DrN: 09i8857i) a! part time Non"officiat rndependeni oireltoion the Board of the company for a period of one year with effect from oi.o4.iozs or untit further orders, whichever is earUer be and is hereby approved.,, 10. Appointment of M/s S Basu & Associates as Secretarial Auditor of HCL for carrying out Secretarial Audit and for furnishing Annual Secretarial Compliance Report for a period of five years and in this regard to consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to Sections 179 and 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Manageriat Personnel) Rutes, 2014 and Regutatjon 24A of SEBl (Listing Obtigations and Disctosure Requirements) Regutations, 2015 the appointment of M/s 5 Basu & Associates, Practjcing Company Secretary be and is hereby approved for conducting secretariat Audjt and furnishing Annuat Secretariat Comptiance Report of the Company for a period of five consecutive financiat years i.e. FY 2025-26, 7026-27, 2027 - 28,2028-29 and 2029-30 at a totat fee of Rs.46,6'10l- (Rupees Forty Six Thousand six Hundred and Ten OnLy) (incLusjve of GST). "

1. Ratification and confirmation of the remuneration to be paid to Cost Auditor of the Company, M/s Chatterjee & Co,, Cost Accountants for FY 2025-26 and in this regard to consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to Sectjon 148 and other appticabte provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rutes, 2014 [inctuding any statutory modification(s) or re-enactment thereof for the time being in force], the remuneration of Rs.90,000/- (Rupees ninety thousand onty) ptus apptjcabte taxes & in addition reimbursement of travelting expenditure, todging & boarding as recommended by the Audit Committee and approved by the Board of Directors, to be pajd to M/s. Chatterjee & Co., Cost Accountants, Kotkata appointed as Cost Auditor, to conduct audit of cost records of the Company for Financiat Year 2025-26 be and is hereby ratified and confjrmed. "

1. Approval to offer, issue and allot secured or unsecured non-convertible debentures or bonds on private placement basis and in this regard to consider and, if thought fit, to pass with or without modifications, the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions in Sections 23()lb\, 42 and 71 of the Companies Act, 2013 ('the Act'), read with Rule 14(2) of Companies (Prospectus and Attotment of Securities) Rutes, 2014 and other appticabte provr.sions, if any, of the Act (inctuding any statutory modifications or re-enactments thereof for the time beinq in force) and in accordance with the provjsions of Securities and Exchange Board of lndia (lssue & Listing of Non"Convertjbte Securities) Regutations, 202'1, the Rutes, Regutations, Guidetines and Circulars, as amended from time to time, the Memorandum and Artictes of Association of the Company and subject to such other approvals as may be required from reguLatory authorities from time to time, consent of the sharehotders be and is hereby accorded to the Board of Directors jointty, to offer, issue and allot, in one or more tranches/ combinations and including the exercise of a green shoe option if any, Secured or Unsecured, Non-convertibte Debentu res / Bon ds of any type/ nomenctature, on private ptacement basis, of an amount not more than Rupees Five Hundred Crore during the next twetve months within the overatl borrowing tjmjt of the company of Rupees Two Thousand Five Hundred Crore, for and on behaLf of the Company, as deemed to be requisite and proper for the business of the Company inctuding capex/ expansion projects, on such terms and conditions and at such tjmes at par or at such premium or otherwise, as may be decided by the Board.

RESOLVED FURTHER THAT consent of the sharehotders be and is hereby accorded to the Board of Directors to sub-detegate the above borrowing powers to CMD and Director (Finance) jointty and to appoint Trustees, Registrar & Transfer Agent, Law firms, Credit rating agencies, depositories, Arrangers to the jssue, other advisors, consuttants, co'managers, bankers and intermediaries and alL such agencies as may be involved, etc. to approve/ execute/ sign / finatize atL necessary doclrments retated to Non-convertibte Debentures/Bonds facjLity/security/ charge creation etc., on behatf of the company, to finatize the detaited terms and conditions, structure of any type of Debentures / Bon ds by the Company including

each issue / tranches of Debentu res / Bonds, to sign and submit MCF and corporate Action forms with, depositories for. lssue programme of Debenlures / Bonds, deposit / pay stamp auty, i""r, sign/execute and detiver / fite ptacement memorandum document(s), oeialsy, 'oectaiationi, undertakings and writing(s), etc. as may be required under the appiicabte irbr ,"gutitioni, circulars and other appticabte rutes & regutations etc. for raising Debentures / Bo;ds fro; domestic/ foreign sources through private ptacement of secured or unsecured, Non-convertibte Debentu res / Bonds of any type/ nomenctature, in one or more tranches, inctudins bv invitjnp quotations/ bids/ book buitding etc or any other process attowed ,n0", tr,"'r"qrtui;i including on ELectronic Bidding ptatform lraejl any other mode. rt is atso resotved toiffix the common seaL of the company if requlred on the Deben tu res / Bonds facitity/ tu.rrity Jo.ur"nti etc., thereto in accordance with the provisions of Articte 75 of the Artictes of airo.iuiio, oi the Company.

RESoLVED FURTHER THAT in connection with the above, cMD and Director (Finance) iointty, be and are hereby authorized to. carry out modifications, if any, and to do att iuch u.i;,';;";i: matters and thlngs as may be deemed necessary, desiiabte, proper or "rp"Oi".,t- oi consequentiaI or incidentat thereto, for the purpose of giving effect to itris Resotution anJ ror matters connected therewith or incidentaL thereto incauding appointment ot intermeaiaires, agencies, counter parties etc. as may be required.

RESoLVED FURTHER THAT in connection with the above, Chairman and Managing Director and the Director (Finance) of the company are jointty authorized to sub deLegJte-tr,e po*". oi executing/ signing of necessary documents, dectarations, un<leriakings,'faciLityl debentures / bonds documents/forms, agreements so approved, to any twi'authoriz6d signatories/ officers of the company, jointty on behatf of ti," corpuny, not tess than the tevef of Manager (Finance), as may be required for the issuance/ finaiization ior raislng runJi through debentures/ bonds.,,

Company 5ecretary & Comptiance Officer FCS ¹³³⁰¹ Date: 28.08.202 ⁵ Mritu/{jaf(umar Dev

PLace: Kotkata

NOTES:

• 1. ExpLanatory Statement pursuant to Section '102('1) of the Companies Act, 2013 ('the Act'), jn respect of Speciat Business (ltem No. 5 to 12) as set out above is annexed hereto. Special Business appearing in the Notice is considered to be unavoidable by the Board and hence forming part of this Notice. The detaits under Regutation 36(3) of the SEBI Listing Regulations and Secretariat Standard on General Meetings (SS-2) issued by the lnstitute of Company Secretaries of India, in case of appojntment or re-appointment of a Director at the AGM forms part of the Notice.
• The Ministry of Corporate Affairs ("MCA") vide its Circutars dated 08.04.2020, 13.04.2020, 05.05.2020, 13.01.2021 , 14.12.2021 , 05.05.2027, 28.17.207?, 25.09.2023 and 19.09.2024 (collectivety referred to as "MCA Circutars") has permjtted the hotding of Annuat General Meeting ('AGM') through Video Conference/ Other Audio-Visuat Means ("VClOAVM") without physicaI presence of Members at a common venue. ln addition to the above, Securities and Exchange Board of lndia (SEBI) vide its circuLars dated 12.05.2020, 15.01.2021,13.05.2022,05.01.2023, 07.10.?023 and 03.10.2024 (cottectivety referred to as 'SEBI Circutars') has provided certain retaxations from compliance of certain provisions of the SEBI (Listing Obtjgations and Disclosure Requirements) Regutations,2015 ('SEBI Listjng Regulations'). Pursuant to the provisions of the Act and the SEBI Ljsting Regutations read with Circutars issued by MCA and SEBI, the 58th AGM of the Company shalt bc conducted through VC / OAVM. The deemed venue for the 58tr'AGM shatt be the Registered Office of the Company. National Securities Depositories Limited ("NsDL") witl be providing facjtity for remote e-voting, participation in the AGM through VC i OAVM and e-voting during the AGM.
• 1. ln accordance with above MCA Circutars and SEBI Circutars, the Notice of 58th AGM and AnnuaL Report 2024-25 of the Company are being sent by etectronic mode to Members whose emaiI addresses are registered with the Company or the Depository Participant(s) ('DPs'), unless any Member has requested for a physicat copy of the same. The Company shatl send the physical copy of Annuat Report 2024-25 to those Members who wit[ request the same at investors csenhindustancoDDer.com mentioning their Fotio No./DP lD and CUent lD. A tetter providing the web-tink, inctudlng the exact path (where complete detaits of the AnnuaL Report avaitable), is being sent to those Members who have not registered their email addresses. Members may note that Notice and Annual Report 2024-25 wit[ be atso avaitable on the Company's website at www. hindustancopper. com, websites of the Stock Exchanges i.e. BSE Limited and Nationat Stock Exchange of lndia Llmited at www. bseindia. com and www. nseindia. com respectivety, and on the website of NSDL i.e. https: / /www. evoting. nsdt. com.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a Proxy to attend and vote on his/her behalf and the Proxy need not be a member of the Company. Since the AGM will be conducted through VC / OAVM, the physical attendance of the members has been dispensed with. Following which there is no requirement of appointment of Proxies. Hence, the Proxy Form is not annexed to the Notice. Also, Attendance Slip and Route Map are not annexed to the Notice-
• lnstitutionaL / Corporate Members (i.e. other than individuats / HUF, NRl, etc.) intending to appoint their authorised representatives pursuant to Sections 1'12 and 1'13 of the Act, as the case may be, to attend the AGM through VC/OAVM or to vote through remote e-Voting are requested to send its Board or governing body Resotution / Autho rization letter etc. with attested specimen signature of the duty authorized signatory(ies) who are authorized to attend the AGM through VC / oAVM and vote on its behatf. The sajd Resotution / Authorization letter shatt be sent to the emait address of Scrutinizer at kothari. navin@yahoo. com with a copy marked to evoting@nsdt. com and to 5.

)

investo rs-cs@hi nd usta ncopper. com. rnstitutionat / corporate Members can atso uptoad their Board Resotution / power of Attorney / Authority Letter etc. by cticking on "U;to;; Board Resotution / Authority Letter,, disptayed under ,,e-Voting,, tab i; their to;i;.

• 1. ln case of joint hotders attending the AGM, the hotder whose name appears first in order of names for the hotding shatt be entjtted to vote.
• 1. Members attending the AGM through VC / OAVM shatt be counted reckoning the quorum under Section 103 of the Act. for the purpose of
• 1. Alankit Assignments Ltd has taken over as Registrar and Share Transfer Agent (,,RTA,,) of Hindustan Copper Ltd with effect frcm 12.06.2024 from the outgoing [fA, ,fV, C fi Management services (pvt) Ltd. contact details of new RTA for atte;din; sha."t ora".r; queries and correspondence is ,,Alankit Assignments Ltd, 205_20g, Ana;kali Co;;lex, Jhandewalan Extension, New Dethi-1,1OOSS, email lb: rtaoaiankit.co., pton"i 01142541234, Link track the requests and comptainti: https: //a lan kitassign me n ts. com/i nvestor-c harter/,,.
• 1. The Register of Members and the share Transfer Books of the company witt remain ctosed from '19th September, 2025 to 25th SeNtember, 2025 (both days inctusive). ffre Company hii fixed 18tl'september, 2025 as the'Record Date' for determining entitiement of Members for dividend for the financial year ended 31.03.2025, if approved at the AGM. Dividend of <1.46 per share on {5/- face vatue (1.e., 2g.ZO"/"), if appioved at the AGM, *itt b;;ai; subject to tax deduction at source ('TDs') within 30 days of approvaI at the AGM to those members whose names appear in the company's Register of Members and as per beneficlat owner's position received from NSDL & CDSL as at the ctose of working 'hours on 1g,h September,2025.
• 1. Pursuant to the rncome Tax Act, 1961 as amended, dividend income is taxable in the hands of the Members w.e.f. 01.04.2020 and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates. To enabre compriance with rDs requirements, Members are requested to complete and / or update iheir neslaential status, PAN, category as per the rr Act with their Depository participants oii" lir" shares are held in physical form with the Company, by s"nilng aocuments ttrrough email to the Company,s email address at investois_ci@hindusiancopper..o, oiil company's Registrars & share Transfer Agent, Alankit Assignments rtj 1"ttre nra;;l ii rta@alankit. com. For the detailed process, please visit website of thL Company ai https://Www.hjndustancopper.com/paqe/BookalosureAGM and also refer to email communication sent to the members regarding th; san e.
• '11. Members hoLding shares in demateriatized form and not submitted NationaL Etectronic ctearing system (NEcs) form may ptease note that the bank account detairs as provioea oy their DPs to the company witt be printecl on the dividend warrants. The company wiat n;i entertain any direct rcquest from such members for detetion of or change in su.r, aank Account detaits. As such, they,are.requested to immediately intimate theii Dps ab;ui;;; changes 1n their bank account detaits.
• 1. Members are requested to notify immediatety any change in their name, e_mail, postal address, tetephone/ mobite numbers, pnN, mindafes, noirination, bank detaits rr,i.i"ar"g MICR No., IFSC Code, Account Type etc.) etc., to the Depository participant in ,"rpuli o? their shares held in demat mode to enabte the company to ciedit the dividend amount directty to thejr Bank account.
• 1. ln terms of sEBrs Master circular No. sEBr/Ho/MrRsD/MrRsD-poD/p/c rR/zoz5/91 dated 23.06,2025 it is mandatory for /,lembers holding shares in physical .oae to rurniitr PAN, contact details (postal Address with prN and-Mobire ltumueil, Bank A/c outaiii uno Specimen signature for their corresponding folio numbers.

Members holding shares in physical mode and whose folio(s) do not have PAN, Contact Details, Bank Account Details and Specimen Signature updated, shalt be eligible:

(i) to lodge grievance or avail any service request from the RTA only after furnishing PAN and KYC detai ls.

(ii) for any payment including dividend, interest or redemption payment in respect of such folios, only through etectronic mode with effect from 01,o4,2024,

ln view of above SEBI Circular, Members holding shares in physical mode are requested to immediately comply with the requirements stated in the above SEBI Circular and furnish their valid PAN, Contact details, Bank Account details and Specimen Signature immediately to the RTA / Company in the prescribed Form. Detail of applicable Forms has been given betow and the same are available at the website of the company at the following weblink https://www.hindustancopper.com/Paqe/pankvc and website of the RTA at www. alankit. com:

Reqisterinq / UDdatine the KYC details:
s. No.	Particu lars	Form
i	PAN	ISR 1
(ii)	Nominee detaits	sH 13, SH 14, ISR - 3, (As appticable)
(iii)	Contact detaits (postaL address, Mobite number & E-mait)	ISR-1
(iv)	Bank detaits	ISR 1
(v)	Signature	rsR - 1, rSR - 2
		(As aDDticabte)
	Processinq of various service requests
I	lssue of Duplicate securities certificate	tSR 4
(ii)	Reptacement / Renewal / Exchange of securities ISR 4 certificate
(iji )	ConsoLidation of securities certificate	ISR 4
(iv)	Sub-djvision i Sptitting of securities certificate	ISR.4
(v)	Consotidation of fotios	ISR.4
(vi)	Endorsement	tsR 4
(vji )	Chanpe in the name of the holder	ISR 4
(viii)	Change in status from Minor to Major and Resident to NRI and vice versa	NA
(ix)	Ctaim from Unctaimed Suspense Account & Suspense Escrow Demat Account	tsR 4
(x)	Transposition	ISR 4
(xi)	Transmission	tSR-5

1. The Company, through the RTA, has sent individual letters, along with the retevant Forms, to the shareholders of physicat securities wjth jncomplete KYC detaiLs requesting them to furnish / update their KYC detaits at the earLjest. Members can submit the necessary Forms along with the necessary documentary evidence to the RTA in fottowing manner:

(a) Setf'attested hard copies addressed to the offjce of the RTA;

(b) 'ln Person Verjfication' ('lPV'): the authorised person of the RTA shalL verify the originat documents furnjshed by the Member and retain copy(jes) with IPV stamping with date and initiats;

(c) Emait to the RTA at rta@alankit. com.

1. Pursuant to the provisions of Section '124 of the Act read with the lnvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rutes, 2016, dividends, jf not encashed for a period of 7 years from the date of transfer to Unpaid Djvidend Account of the Company, are liabte to be transferred to the lnvestor Education and

Protection Fund ('lEpF'). shares in respect of which dividends have been unctaimed for ^a period of 7 consecutive years are tiabte to be transferred to the demat account of the lipi Authorjty. ln view of this, Members / ctaimants are requested to ctaim their aivioenoi trom the company, within the stipulated timeLine. Members, whose unctaimed dividendr / shares have been transferred to rEpF, may contact the RTA/company for issuance of Entittement letter and thereafter such Members can ctaim refund of ,nituirad dividends/shares by making an ontine apptication to the lEpF Authority in Form No. lEpf-5 avajtabte at W!,w'jSgLqov. jr]. Detaits of uncLaimed djvjdend and correspondin! shur"l transferred to lEpF are avaiLable on the Company,s ' websie ui lltpI /]trryry.h i!]!!i-r4LCoppeLe q Dl?occlLqpf .

• 1. Mcmbers hotding shares in physicat form are requested to convert their shares in demat form. ln terms of ReguLation 40(1) of SEBI Listing Regutations, as amended, requests for effecting transfer of securities shatt not be proceised -untess the securities ai" f,eto in tfr" demateriatised form with a depository. Furt'her, transmission or transposition of securjtjes hetd in physical or demateriarised form shatt be affected only in demateriatised form.
• 1. ln order to facititate ease of investing for investors and to secure the rights of investors jn the securities which were purchased by them, sEBr vide lts circutar No. sEBl/ Ho/MtRSD/MtRSD- poD/ p/ ctRi 2 ⁰²⁵/97 dated 02.oi.zoz5 decided to op"n a ,puciii wi nd-ow onty for re-todgement of transfer deeds, which were todged prior to the deaat,:ne of 01.04.2019 and rejected / returned/ not attended to due to dcriciency i, ihe documents / p rocess / or otherwise, for a period of six months trom oz.oz.zozs iirl 0.6.01.2026. During this period, the securities that are re-todged for transfer ti".trai"c those requests that are pending with the Company / RTA, as o,i datel shatt Ue irrreJonti in demat form.
• 1. Members may pLease note that sEBt vide its circutar No. sEBl/Ho/MIRSD/ MTRSD_-RTAI4B/ p/ crR/2022/8 dated 25.0'1.2022 read with Master circutar No. sEBl/ Hoi MTRSD/ MrRSD- PoD/P/clRl7025r91 datcd 23.06.2025 has mandated tisted companies to issue securities in demat form onty white processing service requests viz. issue of dupticate securities certificate: cLaim from r.rnctaimed suspense Account; Renewat/ Exchange or securiiiei certificate; Endorsement; sub-division/ Sptitting of securities certificate; tonsolidation of securities certificates/ fotios; Transmission and rransposition. Accordingty, Members are requested to make service requests by submitting a duly fitted and slgned"Form isn - a, ir." format of whjch is avaitabLe on the Compaiy,s website at h,t-!!!:lllttlr. hur{LLt,tilcqpp.sl.colnlfecslpq!.l1y!. For Renewa( / Eichange of securitiei certificate and rransposition, the Member are requested to surrender thelr originat share certificatc(s) for processing of service requests to the RTA. The RTA/ corpini", -ir,,iLt verify and proccss the service requests and thereafter issue a ,Letter of coniirmation, in lieu of physicat share certificate(s), to the sharehoLder/ ctaimant within 30 days of iti receipt of such request after removing objections, if any. The ,Letter of confrrmation, shaii be vatid for a period of 120 days from the date bf its issuance, within which the sha rehotder/ claimant shatl make a request to the Dp for demateriatizing the said ,rrii"rrj. -
• 1. Members hoLding shares in more than one fotio, in identicar. order of names, are requested to send the retative share certificate(s) to the company,s RTA for coniotidat*g th"ri holdings in one folio.
• 1. During the AGM, the Register of Directors and Key Manageriat personnet and their sharehotding maintained under section 170 of the Act, thJ Register of contru.ti o,- arrangements in which Directors are interested under section .1gg of the Act shatt be avaitable for inspection upon togin at NSDL e-voting system at httpsillt!t!l!ey9tj4g.nsdt. cq|r.
• 1. Members seeking any information with regard to the financiaI statements or any other matter to be praced at the AGM or who wish to inspect the retevant documents ."r""uJ to in thjs Notice, are requested to write to the Company through emait on

investors cscn h ind u stancoDDer. con.l mentioning their DP lD and Ctient ID / Physicat Fotio Number. These witl be replied to by the Company suitabty.

• 1. To prevent fraudutent transactions, Members are advised to exercise due djligence and notify the Company of any change jn address or demise of any Member as soon as possibte. Members are also advised not to leave their demat account(s) dormant for tong. Periodic statement of hotdings shoutd be obtained from the concerned DP and hotdjngs shoutd be verified from time to timc.
• 1. Members who have not yet registered thejr emaiI addresses are requested to register them with thejr DPs jn case shares are hetd by them jn electronic form and wjth RTA in case shares are hetd by them in physjcal form.
• 1. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD- 1/P/ClR/2023l'13 'l dated 31.07.2023, and SEBI/HO/OIAE/OIAE_IAO-1/P lClRlzOZ3/ 135 dated 04.08.2023, read with Master circular No. sEBl/Ho/ otAE/otAE_tAD- 1/P /CtR/2023/ 145 dated 31.07.2023 (updated as on '1 1.08.2023) and Amendment issued vide Circular dated 20,12.2023, has established a common Online Dispute Resolution Portal ('ODR Portal') for resolution of disputes arising in the lndian Securities Market. Pursuant to above-mentioned Circulars, after exhausting the option to resolve their grievances with the RTA / Company, directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal at https://smartodr.in/loein.

PROCEDURE FOR ATTENDING THE AGM THROUGH VC / OAVM AND RAISING QUESTIONS / SEEKING CLARIFICATIONS ON RESOLUTIONS / ANNUAL REPORT

• 1. Members wit[ be abte to attend the AGM throuqh VC / OAVM or view the live webcast of AGM provided by NSDL at https:/ /www. evoting. nsdt. com by usinq their remote e-voting togin credentiaLs and setecting the EVEN for Company's AGM.
• 1. Members who do not have the User lD and Password for e-voting or have forgotten the User lD and Password may retrieve the same by fottowing the remote e-voting instructions mentioned in the Notice.
• 1. Members are requested to join the meeting through Laptops for better experience and wjtt be required to atlow camera and use internet with a good speed to avoid any disturbance during the meeting. Ptease note that particjpants connectjng from MobjLe Devices or Tabtets or through Laptop connected via mobite hotspot may experience audlo/video loss due to fluctuation in their respective network. lt is therefore recommended to use stabte Wi-Fi or LAN connection to mitigate any kind of gtjtches.
• 1. Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduted time of commencement of meeting by fottowlng the procedure mentioned in the Notice. Members may note that VC / OAVM provided by NSDL attows participation of ¹⁰⁰⁰ Members on first come first served basis. This witl not include [arge Members (Members hotding 2% or more sharehotding), Promoters, lnstitutional lnvestors, Directors, Key ManageriaI Personnet, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakehotders Retationship Committee, Auditors etc. who are attowed to attend the AGM without restriction on account of first come first served basis.
• 1. As the AGM is being conducted through VC / OAVM, Members are encouraged to express their views / send their queries in advance mentioning their name, DP ld and Ctient ld/Fotio No., e-mait id, mobite number at investors_cs@hind ustancop per. com to enabte smooth conduct of proceedings at the AGM. Questions / Queries received by the Company on or before 19tr' September, 2025 on the aforementioned e-maiI jd shatt onty be considered and responded to during the AGM.
• 1. Members who woutd like to express their views or ask questions during the AGM may register themsetves as a speaker by sending their requeit from their [girt"r"d ";uir address mentioning their name, Dp ld ancl Ctient ld I FoLio No., pAU, mobite numbe, ii investors cs@hindustancopper. com on or before 19rh september, 2025. ihose memoers wrro have registered themseLves as a speaker witt onLy be a[owed to express their views/ask questions during the AGM. speakers are requested to submit their questions ut tr," tire or reqistration. to enabte thc Company to respond appropriatety. When a pre-registerJ speaker is invited to speak at the meeting but he / she does not respond, the next ipeaker witL be invited to speak. Accordingty, att speakers are requested io get connected to ⁱ devjce wjth a video/ camera atong with good internet speed.
• 1. The Company reserves thc right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM.

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL },IEETING ARE AS UNDER:

• 1. Pursuant to section 108 of the Act and Rutes notified there under and Regutation 44 of SEBI Listing Regulations, the company is providing its Members the facitity to e*"r.ise th"i. right to vote on resotutions using etectronic voting system (remote e"voting) prouio"a Ly NSD-L.-The remote e-votr'ng period commences on 22"d'september, 2025 (9:oo- AMy ,no-"n.ri on 24., September, 2025 (5:OO pM). During this period, Members'of tt,"'Corpuny, frotJlng shares either in physicat form or in demateriaiized form as on the cut-ofl daie of 1gfi September, 2025 may cast their vote by remote e-voting. The remote e-voting modure shatL be disabted by NSDL for voting thereafter. once the vote on a resotution Is cast by the Member, the Membcr shatl not be altowed to change it subsequentty. A member who has cast his vote by remote e-voting prior to the AGM miy atso attend / participate in the AGM through VClOAVM but shatt not be entitted to cast his vote again on the day of AGM.
• 1. A person who is not a Member as on the cut-off date i.e. 1gt,, september, 2025, shoutd treat this Notice of AGM for information purpose onty. The votrng iights of Members shatt be in proportion to their shares of the paid-up equity share capitit dr tle company as on the cut-off date of 18th September, 2025.
• 1. ln case of lndividua( Member hotding securities in demat mode who acquires shares of the company and becomes a Member of the company after issue of the i'lotice ano hotorng shares as of the cut-off date i.e. iBth september, 2025, may fottow steps mentioned undei the process and manner of remote e-Votjng mentioned betow.
• 1. The process and manner of remote e-votjng are as under:

Hgw do lvote electronicallv usinq NSDL e-Votinq svstem?

The way to vote eLectronicafiy on Nsol iioiigaGrcm- consists of ,,Two steps" which are mentioned below:

Step 1: Access to NSDL e-Votinq svstem

A) aolil -,",h,od fo. "-Yo,inn und ioininn uir,rur ."u,ina fo. lndiuidrul ,hu."hord"., holdinn securities in demat mode

In terms of sEBl circutar dated 09.12.2020 on e-voting facir.ity provided by tisted companies, individuat Members hotding securities in demat mode a-re attowed to vote t'hrough rlir?rui account .maintained with Depositories and Depository participants. Members ire advised to update their mobile number and emaiL rd in their demat accounts in order to ucc"rs facitity. Login method for rndividuat Members hotding securities in demat mocre rs grven "-vobng teto;i'

Type of	Login Method
shareholders lndividual Sharehotders hoLding securities in demat modc with NSDL.	1. For you OTP based login can click on httDS:/ / eservices. nsdt. con/ Secureweb / evotinq / evotinqloqin.j_sp. You wilt have to enter your 8-digit DP lD,8-djgit Ctient ld, PAN No., Verification code and generate OTP. Enter the OTP received on registered emait id/mobite number and ctick on togin. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Ctick on company name or e Voting service provider i.e. NSDL and you witI be redirected to e. Voting website of NSDL for casting your vote during the remote e Voting period or joining virtuat meetjng & voting during the meeting. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. h!!p!lle!9]-rLc!!tr!d!!Snl either on a Personal Computer or on a mobile. 0n the e-Services home page ctick on the "Beneficial Owner" icon under "Login" whjch js avaitabte under'lDeAS'sectjon, this witt prompt you to enter your existing User lD and Password. After successfut authentication, you wilt be abte to see e-Voting services under Vatue added services. Ctick on "Access to e-Voting" under e"Voting services and you wit[ be able to see e-Votjng page. Ctick on company name or e-Voting service provider i.e. NSDL and you witt be re-directed to e-Voting website of NSDL for castjng your vote during the remote e-Votjng period or joining virtuaI meeting & voting during the meeting. 3. lf you are not registered for IDeAS e-Services, option to register is availabte at lLqlfi.ll,c._S!Iug,c!.1]!d!._C9.! . Select "Register Online for IDeAS Portal" oT ctick at httDs: / / eservices. nsdl. com / Secr,rr eWeb / ldeasDirectReq.lst; 4. Visit the e-Voting website of NSDL. Open web browser by typing the foLtowing URL: httDs://www.evotjnq.nsd conr/ either on a Personal Computer or on a mobite. Once the home page of e-Voting system js launched, ctick on the icon "Login" whjch is avaitabte under 'Sha reho tder /Member' section. A new screen witt open. You will have to enter your User lD (i.e. your sixteen diqit demat account number hotd wjth NSDL), Password/OTP and a Verification Code as shown on
	the screen. After successfut authenticatjon, you wit[ be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you witl be redirected to e'Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtuat meeting & voting during the meeting. 5. Sharehotders/Members can also downtoad NSDL Mobite App "NSDL Speede" facitity by scanning the QR code mentioned betow for seamtess voting experience. J App Store )'Google Ploy

lndividuat Shareholders hotding securities in demat mode with CDSL	1. Users who have opted for CDSL Easl / Easiest faciLity, can fogrn through their existjng user id and password. Option wiii be made avaitabte to reach e-Voting page without any furiher authentjcation. The users to togin Easi /Easiest are requested to visit CDSL website www. cdstindia. com and ctjck on login icon & New System Myeasi Tab and then user your existing my easj username & password. 2. After successfut togin the Easj / Easiest user witt be abte to see the e-Voting option for eligibte companies where the evoting is jn progress as per the information provided by company. On cticking the evoting option, the user witt be abte 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. Additjonatty, there is atso tinks provided to acceis the tstem of att e Voting Service Providers, so that the user can vjsii the e-Voting service providers' website directty. 3. lf the user is not registered for Easi/Easiest, optjon to register is availabte at CDSL website Wly l!!ljit!l4 com and click on ioein & - New System Myeasi Tab and then ctick'on registration option. 4. Atternativety, the user can directly access e_Votjng page Oy providing Demat Account Number and pAN No. from a e-iolin-n tinl avaitabte on w,^/w.c(l.r)cla.conr home page. The system wlI authenticate the user by sendjng OTp on registered Mobite & EmaiL as recorded in the Demat Account. After successful authentication, user wjtt be abte to see the e-Votjng option where the evoting rs in progress and aLso abte to direct{y access the system of aLL elVotine Service Providers.	] I / I
lndividuat Sharehotders (hotding securities jn demat mode) login through their deposjtory participants	You can atso Login usrng t[e togin credentiats of your demat account through your Depository participant registered wlih NSOL/CDSL for e. Voting facitity. upon togging in, you will. be abte to see e-Votins option. Click on e-Voting option, you witt be redirected to NSDL/CDSi I Depository sjte after successfut authentication, wherein you can see e-Voting. feature. CLick on company name or e-Voting servjce provider i.e. NSDL and you witt be redirected to e-Voting website of NSDL for casting your vote during the remote e,Voting perjod or joining virtuat meeting & votjng during the meeting. ]

lmportant note: Members who are unable to retrieve user lDl password are advised to use Forget User lD and Forget password option avaitabte at abovementioned website.

Helpdesk for lndividual shareholders holding securities in demat mode for any technical issues related to [ogin through Depository i.e. NSDL and CDSL:

Login type	Helpdesk details
lndividual Sharehotders hotding securities in demat mode with NSDL	Members facing any technicat issue jn togin can contact NSDL hetpdesk by sending a request at _ef!!i!Ce!i_d!!qff or catl at 022 - 4886 7000
lndividuat Sharehol.ders hotding-securities in demat mode with C DSL	Members facing any technicat issue in login can contact CDSL hetpdesk by senrling a request at lre!p4e5.Lqyqt1!19@-c-! tljnd ja. com or contact al tolt free no. l8O0-2i-09911

B) .Login Method for e-Voting aM joi;ing vjrtual heeting for ur .Lv5,,, .r,qL,,uu rur e-yor"rng ano Jotntng vtrtuat meeting for shareholders other than :i:lyll_y:] ,:TI:l:19i'-,1"tding securities in demat mo-de and sr,arur,orae,i rrorling securities in physical mode.

• Visit the e-Voting website of NSDL. Open web browser by typing the fottowing LJRL: b\$ps.l]jryt[f.Cyat!fC.!!!L!.!!0!: either on a Personal Computer or on a mobile. 1.
• Once the home page of e-Voting system is [aunched, cLick on the icon "Login" which is avaitable under'Shareholder/Member' section. z.
• A new screen witI open. You wit[ have to enter your User lD, your Password/OTP and a Verification Code as shown on the screen. Alternotively, if you ore registered for NSDL eservices i.e. \DEA', you con log-in ot htt1s://eservi(?s.nsdl.com/ with your existing IDEAS Login. Once you log-in to NSDL eservices ofter using your log-in credentials, click on e-Voting ond you can proceed to Step 2 i. e. Cost your vote eLectronicolLy. 3.
• our User lD detaits are betow

Manner of holding shares i.e Demat (NSDL or CDSL) o. Phvsical	Your User ID is:
a) For Members who hotd shares in demat account with NSDL.	8 Character DP ID fotlowed by 8 Digit Ctient lD For exampte if your DP lD is 1N300- and Ctient lD is 12 then Vour user lD js 1N300-'12----
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary lD For exampte if your Beneficiary lD is 1 2 then your user lD is 12"""'-'"''-""'
(r For Members hotOing shares in Physjcat Form.	EVEN Number fotlowed by Fotio Number registered with the company For exampte jf foUo number is 001 and EVEN is 101456 then user lD is 10'145600'1"-

• Password details for sharehotders other than lndjvjdual sharehotders are given below:
• a) lf you are aLready registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) lf you are usjng NSDL e-Votjng system for the first time, you wit[ need to retrieve the 'initiat password' which was communicated to you. Once you retrieve your 'inltlaI password', you need to enter the 'injtial password' and the system wilt force you to chanqe your password.
• c) How to retrieve your'initial password'?

(i) lf your email lD is registered in your demat account oT with the company, your 'jnitiaI password' is communicated to you on your email lD. Trace the emaiI sent to you from NSDL from your mailbox. Open the emait and open the attachment i.e. a .pdf fite. Open the .pdf fite. The password to open the .pdf fite is your 8 digit ctjent lD for NSDL account, tast 8 digits of client lD for CDSL account or fotio number for shares hetd in physicat form. The .pdf fite contains your'lJser lD' and your 'initia[ password'.

(ii) lf your emaiL lD is not registered, ptease fottow steps mentioned process for those shareholders whose email ids are not registered, betow in

• lf you are unabte to retrievc or have not received the "lnjtjaI password" forqotten your password: or have
• a) Ctjck on "Forqot User Details/Password?" (lf you are hotding shares in your demat account with NSDL or CDSL) option avaitabte on www.evoting.nsdt.com.
• b) Phvsical User Reset Password?" (lf you are hotding shares in physicat mode) option avaitabte on www. evotinq.nsdl. com.
• c) lf you are stiLI unabte to get the password by aforesaid two options, you can send ^a request at eySqfSQffdLlqffl mentioning your demat account number/fotio number, your PAN, your name and your registered address etc.
• d) Members can atso use the OTP (One Tjme Password) based login for casting the votes on the e-Voting system of NSDL.
• After entering your password, tick on Agree to "Terms and Conditjons" by seLecting on the check box. 7.
• Now, you wit[ have to ctick on "Login" button. 8.

• After you ctick on the "Loqin" button, Home of c-Vo witt

• After successful login at Step 1, you witt be abLe to see a[ the companies ,,EVEN,,in which you are hotding shares and whose voting cyctc and General Meeting is in actjve status.

• Setcct "EVEN" of company for which you wish to cast your vote durjng the remote e-Voting period and castjng your vote durjng the General Meeting. For joinjng virtuat meeting, you need to ctick on "VC/OAVM" link placed under,,Join Meeting,;.
• Now you are ready for e-Voting as the Voting page opens.
• Cast your vote by setecting appropriate options i.e. assent or dlssent, verify/modify the number of shares for which you wish to cast your vote and ctick on ,,Submit,, and atso "Confirm" when prompted.
• Upon confirmation, the message "Vote cast successfutty', wjtt be disptayed.
• You can atso take the printout of the votes cast by you by cticking on the prjnt option on the confirmation page.
• Once you confirm your vote on the resotutjon, you will not be attowed to modify your vote

Process for those Members whose email ids are not registered for procuring user id and password and registration of e mail ids for e-voting for the resolutions se1 out in this Notice:

• 1. ln case shares are hetd in physical mode ptease provide FoLio No., Name of sharehotder, scanned copy of the share certificate (front and back), pAN (setf-attested scanned copy of PAN card), AADHAR (seLf-attcsted scanned copy of Aadhar Card) by emait- to L! {,,1).alA!!t1. ^qq rn.
• mode, yoll are requested to refer to the logjn mcthod expl.ained at step 1 (A) i.e. Loein 2. ln case shares are hetd in demat mode, pLease provide DplD-CLID (16 digit DplD + CLID or.16 digit beneficiary lD), Name, ctient master or copy of ConsoLidated Account statement, pAN (self-attested scanned copy of PAN card), AADHAR (setf-attested scanned copy of Aadhar card) to Iliqlatankit. com. lf you are an lndividual sharehotders hotding securities in demat
• 1. Alternativcty / members may send a request to q_yoLilg(!!{l!.com for procuring user jd and password for e-voting by providing above mentioned documents.
• 1. ln terms of 5EBl circular dated 09.12.2020 on e-voting facitity provided by Listed Companies, lndividual sharehotders hotding securities in demat mode aTe attowed to vote through their demat account maintained with Depositories and Depository participants. sharehotders are required to update their mobite number and emaiL lD correcttv in their demat account tn order to access e-Voting facitity.

lnstructions for Members for e-voting on the day of the AGM are as under:

• i. Members may fottow the same procedure for e-voting on the day of AGM as mentioned
• above for remote e-voting ii. only those Members who witt be present in the AGM through vc/oAVM and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from
• doing so, shatt be etigibte to vote through e"Voting system at the AGM. jji. The Members who have cast their vote by remote e-voting prior to the AGM mav atso participate in the AGM through vc/ oAVM but shatt not be entitted to cast thei; vote again.
• iv. The detaiLs of the person who may be contacted for any grievances connected with the facitity for e'voting on the day of the AGM shatL be the same person mentioned for remote e-voting,

Instructions for Members for attending the AGM through VCIOAV,{ are as under:

Member witl be provided with a facjtity to attend the AGM through VCIOAVM through the NSDL e-Voting system. Members may access by fotlowing the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" ptaced under "Join meeting" menu against company name. You are requested to click on VC/OAVM tink ptaced under Join Meeting menu. The link for VC/OAVM wit[ be avaitabte in Sharehotder/Member login where the EVEN of Company witl be disptayed. Ptease note that the members who do not have the User lD and Password for e-Voting or have forgotten the User lD and Password may retrieve the same by fottowing the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

General information for Members

• 1. ln case of any queries, you may refer the FrequentLy Asked Questions (FAQS) for Sharehotders and e'votinq user manual for Sharehotders availabte at the downtoad section of www.evoting.nsdt.com or catL on.: 022 - 4886 7000 or send a request to Mr. Prjtam Dutta, Assistant Manager at pritamd@nsdt. com / evoting@nsdL. com.
• 1. lt is strongLy recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website witL be disabted upon five unsuccessfut attempts to key in the correct password. ln such an event, you will need to go through the "Forgot User Detaits/Password?" or "Physicat User Reset Password?" option available on www. evoting. nsd[. com to reset the password.
• 1. Shri Navin Kothari, (Membership No. FCS 5935 and CP No 3725) of M/s N K & Associates, Practicing Company Secretary, has been appointed as the Scrutinizer for conducting remote e"voting and voting at the AGM jn a fair and transparent manner. The Scrutinizer shall after the conctusion of e-voting at the AGM, first downtoad the votes cast at the AGM and thereafter unblock the votes cast through remote e-votjng and shatl make a consolidated Scrutjnizer's Report of the total votes cast in favour or against, invatid votes, if any, and whether the resotutions have been carried or not, and such Report shatl then be sent to the Chajrman or a person authorized by him in writing, within 48 (forty eight) hours from the conctusion of the AGM, who shatl then countersign and dectare the Result of voting forthwith.
• 1. The Resutt dectared atong with the Scrutinjzer's Report shatt be ptaced on the website of the Company at www. hindustancopper. com and on the website of NSDL at https://www.evoting.nsdt.com jmmediatety after the dectaration of Resutts. The Company shatl simuttaneously forward the Resutts to National Stock Exchange of lndia Limited and BSE Limited, where the shares of the Company are listed. The resutts shatt be atso displayed on the Notice Board of the Company at its regjstered office.

ANNEXU RE TO NOTICE

lExpLanatory Statement pursuant to Section 102(1 ) of the Companies Act, 201 3]

Item No- 5

Shri Sanjiv Kumar Singh has assumed charge of the post of Chairman and Managing Director, Hindustan Copper Ltd (HCL) in the pay scate of Rs.2,00,000 3,70,0001'from the date of his assumption of charge on 21.03.2025 titI the date of his superannuation i.e. 30.06.2026, or untit further orders, whichever is eartier in terms of order No. Met.3-10/2/2022-Met.lll dated 71.Q3.2025 issued by the Ministry of Mines, Government of lndia. lt is now proposed to obtain approval of Members of the Company of his appointment at the ensuing 58rh AGM of the Company in order to compty with the retevant provisions of the Companies Act, 2013 (the Act) and SEBI (Listing Obtigatjons and Disclosure Requirements) Regutations, 2015. lt is also proposed to appojnt a director in place of Shrj Sanjiv Kumar Singh, who retires by rotation and being etigibte, offers hjmsetf for re-appointment.

Born on 05.06.1966, Shri Sanjiv Kumar Singh is B. Tech and M. Tech in Open Cast Mining from lndian Schooi of Mines, Dhanbad and MBA (Finance) from BIT Mesra, Ranchi. Shri Singh started his career in CMPDIL as Junior Executive Engineer in the year'1987 and thereafter he has hetd several key positions in CMPDIL and later on in NTPC Ltd. Shri Singh has got rjch and varied experience spanning over 38 years in pubtic sector companies in mine pLanning and deslgn, preparation of MDO document, statutory ctearance, evaluation of tenders and financial appraisal of the Projects. Prior to joining HCL, Shri Singh was General Manager (Coat Mining) in NTPC Ltd. Shri Singh has visited lndonesia & Austratja regarding the acquisition of coal btocks for NTPC. He has also been a part of lndian detegatjon of lndja-Australia Energy Security Dialogue, held in Austratia during 07-12 February, 2016.

Shri Singh has atso hetd the addjtionat charge of the post of Director (Finance), HCL from 02.06.2025 lo 28.07.2025. Prior to assumption of charge of the post of Chairman and Managjng Director, HCL, Shri Singh was ho[ding post of Djrector (Minjng), HCL w.e.f. 26.03.2022 and additional charge of the post of Director (Operations), HCL from 01.07.2024 to 08.03.2025. Shri Singh is atso Director in Khanij Bidesh lndia Ltd w.e.f. 2'1.03.2025 and Managing Director in Chhattisgarh Copper Ltd w.e.f. '19.05.2025.

Shri Singh is neither disquatified from being appojnted as Djrector in terms of provisions of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBI or any other authority. None of the Directors, Managers and other Key Manageriat Personnel (KMP) of the Company is retated to shri singh.

He does not hotd dlrectorship and membership of the Committees of other listed companies. Atso, he did not resign from any tisted company durjng last three years. He hotds 340 equity shares in hjs name in the Company. He however does not hotd any share on a beneficiaI basis for any other person in the Company.

He attended atl the Board meetings of the Company hetd after his assumption of charge of the post of Chairman and Managing Director, HCL.

Shri Singh possesses requjsite skitt and capabitjties required to perform the rote of director and the Board considers that his continued association woutd be of immense benefit to the Company and recommends the Ordinary ResoLution regarding his appointment as Chairman and Managing Director of the Company for approval by Members.

Except Shri Singh, none of the Directors or KMP of the Company or their relatives is in any way, concerned or interested, financialty or otherwise jn the resotution set out at ltem No. 5 of the AGM Notice.

Item No. 6

Shri Sanjeev Kumar Sinha has joined as Director (Operations) of Hindustan Copper Ltd (HCL) in the pay scate of Rs.1,80,000 3,40,000/- for a period of 05 (five) years from the date of his assumptjon of charge of the post of Director (Operations) on 09.03.2025, or untit further orders, whichever is eartier in terms of Order No. Mel.3-10 / 4/ 2023-Met.lll dated 07.03.2025 issued by the Minjstry of Mines, Government of lndia. lt is now proposed to obtain approvaI of Members of the Company of his appointment at the ensuing 58th AGM of the Company in order to compty with the relevant provisions of the Companies Act, 2013 (the Act) and SEB| (Ljsting Obtigations and Djsclosure Requirements) Regutations, 2015.

Born on 15.11.1973, Shri Sanjeev Kumar Sinha is Mining Engineering from Nagpur University, 1'L Ctass Manager under MMR 1961 and MBA (HR) from IGNOU. He has compteted PhD in Mining Engineering from llT(l5M) Dhanbad in 2018. Shri Sinha is having more than 25 years of experience in NMDC Ltd., a highty successfut Mining Organization where he was Head of Mine Ptanning and Chief of lnternat Safety Organization and jnvotved jn Planning, Production, Processing, Lease acquisition, additjona( area attotments etc. From the initiat days as a Btasting Engineer, he played a vital rote in establishing use of SME Exptosive to Ptanning Engineer for use of Mine Ptanning Software Surpac, Minesched and Whittte. During his career at NMDC Ltd., he got ampte opportunities and detivered accordingty in Dritting & Blasting, Productjon, and devetopment ofMines at Baitadjla Depojsit-14, Deposit 11C, Deposit- 10/11A, Donimatai lron Ore mjne, Desk officer for Devetopment of NCL, appointment of MDO and handting Large Contracts. He has worked towards preparation of Vision Ptan for 100 MTPA productjon of lron Ore by 2030 from NMDC Ltd and has prepared TEFRS for projects having estimated cost around Rs. 27,000 crores. Shrj Sinha was associated wjth Asia onty Mechanized Mines of Diamond i.e. DMP Panna of NMDC Ltd, devetoped "License to Operate Software" for tracking tegat comptiance. He was associated with DigitaL initjatives tike ERP and estabtishment of Fteet Management System. Shri Sjnha was atso associated with NACRI to develop lndian Minerat lndustry Code (lMlC) as per CRIRSCO guidetines and is an active member of MEAI. Shri Sinha has presented several technicat papers in Nationat and lnternational Seminars and presented a case study on reserve estimation complications in a heterogeneous iron ore body, at WorLd Mining Congress Astana Kazakhstan June 2018 and Pit Optimization for lmproved NPV and Life of Mine in Heterogeneous lron Ore Deposit at World Minjng Congress Brisbane 2023. He has atso attended PDAC 2023 in Canada.

Shri Sinha has assumed additional charge of the post of Director (Mining), HCL w.e.f. 28.03.2025 in terms of Order No. Met3-10/1/2070- METAL lll dated 27.03.2025 issued by the Ministry of Mines, Government of lndja. Shrj Sinha is also Director in Chhattjsgarh Copper Ltd w.e.f.29.03.2025.

Shri Sinha is neither disquaLified from being appointed as Director in terms of provisions of the Act nor debarred from bejng appointed to the office of Director by virtue of any order of SEBl or any other authority. None of the Directors, Managers and other Key Manageriat Personne[ (KMP) of the Company is reLated to Shri Sinha.

He does not hotd directorship and membership of the Committees of other listed companjes. Atso, he djd not resign from any tisted company during tast three years. He neither hotds equjty share in his name nor on a benefjcjal basis for any other person in the Company.

He attended atL the Board meetings of the Company hetd after his joining as Director (Operations), HCL.

Shri Sinha possesses requisite skitI and capabitities required to perform the rote of director and the Board considers that his continued association woutd be of immense benefit to the Company and recommends the Ordinary Resotution regarding his appointment as Director of the Company for approvaI by Members.

Except Shri sinha, none of the Directors or KMP of the Company or their retatjves is in any way, concerned or interested, financiatty or otherwise in the resotution set out at ltem No. 6 of the AGM Notice.

Item No. 7

Shri RVN Vishweshwar has joined as Director (Finance) in Hindustan Copper Ltd (H:L) in the pay scate of Rs.1,80,000 3,40,0001'w.e.f. tlte date of assumption of charge of tl"e post on 29.07.2075 titt the date of his superannuation i.e., 31.07.2029 or until further orders, whichever is earlier in terms of Order No. Mel3'10 /1 /2024-METAL Ill dated 25.07.2025 issued by the Ministry of Mines, Government of lndia. lt is now proposed to obtain approval of Members of the Company of hjs appointment at the ensujng 58th AGM of the Company in order to compty with the retevant provisjons of the Companjes Act, 2013 (the Act) and SEBI (Listing Obtigations and Disctosure Requirements) Regutations, 2015.

Shri RVN Vishweshwar is B. Com(H), CMA, LLB and having more than 32 years of experience. Prior to joining HCL, Shri Vishweshwar was hotding the post of Executive Director (Corporate Finance & Treasury), IOCL and was overatl in charge of Corporate Finance and Treasury operations. During his career at l0CL, he was invotved in core finance areas incLuding finatizatjon of accounts, banking, insurance, payrott, customer tedger, transportation, project payments etc. He was the key coordjnator during ERP migration to sAP in the injtjal imptementation stage. Shri Vishweshwar atso handted Forex transactions ' spot and dBrjvatives, managed overatl cash fLow, monitoring for the purposes of risk management, arranJement of funds Forex as well as domestic. He was atso jnvotved in activities related to Emptoyee Benefit Trusts such as Provident Fund, Pension, Gratuity, Post Retirement Medjcal Benefit etc. He was the Team Lead for sAP - FICO group for about 4 years. Shri Vishweshwar was atso appointed as nomjnee Director on the Board of 5 diverse Jv/Subsidiary companies o' loCL. He was atso the member of the lFscA"constituted Expert Committee on positionjng GIFT IFSC as Gtobal Commodity Trading Hub and convenor of the Asset Monetization lndustry Grc'up (ArlllG) constituted under MoPNG.

Shri Vjshweshwar is neither disqualified from being appointed as Director in terms of provisions of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBI or any other authority. None of the Directors, Managers and other Key / anagerial Personnet (K,MP) of the Company is retated to Shri Vishweshwar.

He does not hotd directorshlp and membership of the Committees of other listed companies. Atso, he did not resign from any Listed company during last three years. He neither hotds equity share in his name nor on a beneficiat basis for any other person in the Company.

Shri Vishweshwar possesses requisite skitI and capabilities required to perform the rote of director and the Board consideTs that his continued association woutd be of immense benefit to the Company and recommends the ordinary Resol.rtion regarding his appointment as Director of the Company for approvat by Members.

Except Shri Vishweshwar, none of the Djrectors or KMP of the Company or thejr retatives is in any wayr concerned or interested, financially or otherwise in the resotution set out at Item No. 7 of the AGM Notice.

Item No. 8

Shri Ashish Saxena, Deputy secretary, Ministry of Mines, Government of lndja appointed as Government Nominee Director on the Board of Hindustan Copper Ltd with effect from 20.03.2025 (j.e. date of attotment of DIN) titt further orders in terms of Order llo. F. No. 10/2/2002-Met.lll dated '19.03.2025 issued by the Ministry of Mines, 6overnment of lndia. lt is now proposed to obtain approvat of Members of the Company of his appointment at tre ensujng 58th AGM of the Company in order to compty wjth the retevant provisions of the Companies Act, 2013 (the Act) and SEBI (Listing Obtigations and Disctosure Requirements) Regutations, 20'15.

Born on 23.08.1989, Shrj Ashish Saxena is B.5c. (in Statistjcs, Mathematics & Physics), M.5c. (jn Statistics) and Ph.D. (in Statistics). His Topjc of Research was Determinants and consequences of circutar migration in India with reference to Rajasthan. Shri Saxena, an lndian Statistjcal Service officer (2012 Batch), is presentty working as Deputy Secretary, Government of lndia.

Previousty, Shri Saxena was Director, Co-ordination & Quatity Controt Djvision (C&QCD), National Statjstics Office, Mjnistry of Statistics & Programme lmptementation (MoSPI), Government of lndia and Deputy Director, Ministry of RuraI Devetopment. During his service Shri Saxena handted Prime Mjnister Office Road map for strengthening the lndian Statisticat System, attocation and monitoring of funds avaitable for Nation Sampte Surveys under the Capacity Devetopment Scheme, altocation of funds to the North Eastern States under the Grant-in-Aid component of the Capacity Devetopment Scheme for data cottection work of NSS surveys, Project, Planning & Monitoring of att the schemes of MoRD such as PMAY-G, PMGSY, MGNREGA, NSAP, SAGY and others.

Shri Saxena is neither disquatified from being appointed as Director in terms of provisjons of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBI or any other authority. None of the Directors, Managers and other Key Managerial Personnel (KMP) of the Company is related to Shrj Saxena. Being Government Nominee Director, Shri Saxena is not entitted to any remuneration. However, he is etigibte for travelling, boarding & lodging expenses for attending meetings of the Company.

He does not hotd directorship and membership of the Committees of other listed companjes. Atso, he did not resign from any tisted company during last three years. He neither hoLds equity share in hjs name nor on a beneficiat basis for any other person in the Company.

He attended aLt the Board meetings of the Company heLd after his joining as Director, HCL.

Shri Saxena possesses requisite skit[ and capabitities required to perform the role of djrector and the Board considers that his continued association woutd be of immense benefit to the Company and recommends the Ordinary Resotution regarding his appointment as Director of the Company for approval by Members.

Except Shri Saxena, none of the Directors or KMP of the Company or their retatives is in any way, concerned or jnterested, financiatty or otherwise in the resotution set out at ltem No. 8 of the AGM Notice.

Item No. 9

Shri Avinash Janardan Bhide has been appointed as Non-Official (lndependent) Director of the Company for a period of one"year w.e.f. the date of notjfication of appointment, or untit further orders, whichever is eartjer in terms of Order No. Mel. 3- 1012/2020 -Met. lll dated 01.04.2075 issued by the Ministry of Mines, Government of lndia. lt is now proposed to obtain approvat of Members of the Company of hjs appointment at the ensuing 58th AGM of the Company in order to compLy with the retevant provisions of the Companies Act, 2013 (the Act) and SEBI (Listjng Obligatjons and Disctosure Requirements) Regulatjons, 2015.

Born on 21.04.1960, Shri Avinash Janardan Bhide is B.5c (Microbiotogy) and LLB. He js Practjcjng Advocate by profession and has over 39 years of experience. His primary area of practice inctudes Criminal Law and area of speciatizatjon inctudes Anti-corruption Laws, Pre" conception and Pre-Natal Diagnostic Techniques Acl, 1994, MedicaL Negtigence Laws, Consumer cases and cases under Maharashtra Control of Organized Crime Act, 1999 and Maharashtra Protection of lnterests of Depositors Act, 1999. He regutarty conducts series of Lectures on Criminal Laws. Shri Bhide authored and published a book titted "Practical Hints for Crimjnal TriaL" in 2019 and "Sukhanta Jeevanacha" in 2020. Shri Bhide is elected member of Bar Counset of Maharshtra and Goa from 201 0'19 and 2019-24 and Chairman in 201 5 and 2019. Presentty, he is servjng as the Vjce-Chairman and Governing Council Member of the Central Hjndu Mititary Education Society, Nashik.

Shrj Bhjde is nejther disquatified from being appointed as Director in terms of provisions of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBl or any other authorjty.

He has furnished a declaration to the Board that he meets the criteria of independence as provided in Section 149(6) of the Act. ln the opjnion of the Board, Shri Bhide futfils the conditions specified in the Act and rules made there under for his appointment as part time non-officiat (lndependent) Director and recommend his appointment on the Board. Shri Bhide shatt be paid such sitting fees and reimbursement of actual travel expenses in:urred for attending meetings of the Board and its Committee as the Board may approve from time to time.

None of the Directors, Managers and other Key Manageriat Personnel (KMP) of the Company is retated to shri Bhide-

He does not hold directorship and membership of the Committees of other Usted companies. Atso, he did not resign from any tisted company during tast three years. He nejther hotds equity share in his name nor on a benefjcjat basis for any other person in the Company.

He attended atl the Board meetings of the Company heLd after his joining as Director, HCL.

Shri Bhjde possesses requisite skil[ and capabitities required to perform the role of djrector and the Board considers that his continued association woutd be of immense benefit to the Company and recommends the Speciat Resotution regarding his appointment as Director of the Company for approvaI by Members.

Except Shri Bhide, none of the Directors or KMP of the Company or their retatives is i.T any way, concerned or jnterested, financiatty or otherwise jn the resotution set out at ltem Nr). 9 of the AGM Notice.

Item No. 10

As per provisions of Section 204 of the Companies Act, 2013 read with Regutation 244 of SEBI (LODR) Regulations, 2015, the Company is required to annex with its Directors' Report, ^a SecretariaL Audit Report given by a Secretariat Auditor who shatt be a Peer Reviewed Company Secretary. Atso, the Company is required to obtajn 'Annual Secretariat Comptianre Report' signed by the Secretariat Audjtor or by a Peer Reviewed Company Secretary. Appointment and re-appointment of Secretarial Auditors requires approval of Shareho(ders in the Annuat Generat Meeting.

M/s S Basu & Associates, Practicinq Company Secretary firm based in KoLkata has be€n setected through Tender for carrying out SecretarjaI Audjt and for furnishing Annual ;ecretariat Comptiance Report at a total fee of Rs.46,6101- (inctusive of GST) for a period of five years (i.e. FY 2025-26, 2026-27, 2027-28, 7028-29 and 2029-30). M/s 5 Basu & Associates, Practicing Company Secretary has atso carrjed out Secretariat Audit for f{ 2023-24 and 2024-2i. There is no material change in the fee payabte to M/s S Basu & Associates, Practicing Company Secretary from that paid to them during previous audit period. The fee for services in the nature of statutory certifications and other permissjbte non-audit services, 1f any witI be in addition to the secretarial audit fee as above, and witt be decided by the Management jn consuttation with the SecretariaI Auditors. The provision of such permissibte non-audit services witl be reviewed and approved by the Board.

M/s S Basu & Associates is a wett"known Peer Reviewed Practising Company Secretary fjrm founded by Mr. Saurabh Basu who has been practising since 2014-15. Mr. Basu is enriched wjth experience of more than 25 years. During these many years of gruetting, penetrating & successful experjence in the Secretariat & Legat fietds, M/s S Basu & Associates earned enviabte reputation of providing knowLedge-based services to various ctients in the fietds of Corporate Laws and Comptjances.

ln view of the above, the Board in its meeting hetd on 30.06.2025 has recommended the Ordinary Resolution mentioned at ltem No. 10 of the AGM Notice for approvaI by Members of the Company.

None of the Directors or Key Managerjat Personnel of the Company or their retatives is in any way, concerned or jnterested, financiatty or otherwise jn the resotution set out at ltem No. '10 of the AGM Notice.

Item No. ¹¹

The Board, on the recommendation of the Audit Committee, approved appointment of M/s. Chatterjee & Co., Cost Accountants, Kotkata as Cost Auditor, to conduct audjt of cost records of the Company for the FY 2025-26 al a remuneration of Rs.90,000/' (Rupees ninety thousand only) plus taxes as applicabte and reimbursement of actual travet and out"of-pocket expenses. ln accordance with the provisjons of Section 148 of the Act read with the Companies (Audit and Auditors) Rutes, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingty, the Ordjnary Resotution at ltem No. '11 of the Notice requires approval and ratification by Members of the Company. None of the Directors or Key Managerial Personnel of the Company or their retatives is in any way, concerned or interested, financiatty or otherwise in the resotution set out at ltem No. '1 '1 of the Notice.

Item No. 1 2

Pursuant to the provisions in Sections 23i.l(bl, 42 and 71 of the Companies Act, 2013 ('the Act'), read with Rule 14(2) of Companies (Prospectus and Altotment of Securitjes) Rutes, 2014 and other appticabte provisions and in accordance with the provisions of SEBI (lssue & Listing of Debt Securities) Regutations, 2008, the Rutes, Regutations, Guidetines and Circutars, as amended from time to time, the Memorandum and Artictes of Association of the Company, consent of Members was obtained by passing Specjat Resotutjon on 26.09.2024 in the AGM to offer, issue and atlot, in onc or more tranches/ combinations and includjng thc excrcise of ^a green shoe option if any, Secured or Unsecured Non-convertibte Debentu res / Bonds of any type/ nomenclature, on private placement basis of an amount of Rs.500 crore onty within the overatl borrowing timjt of Rs.2,500 crore for the business of the Company inctudjng capex/ expansion projects. The vatidity of the Speciat Resotution is for a period of one year i.e., up to 25.09.2025.

A Large Corporate, as defined in SEBI Circutar No. SEBI/ HO/ DDHS/ DDHS-RACPOD'1 / P/ CIR/ 20231172 dated 19.10.2023, shatl raise funds not less than 25% of its quatjfied borrowings by way of issuance of debt securities in the financiat years subsequent to the financial year in which it is identified as a Large Corporate.

ln FY 2024-25, the Company did not fatl under the category of Large Corporate as per the requirement of SEBI guidetines. The Company did not borrow by way of bo nds / debentu res in FY 2024-25.

A borrower usualLy gets better terms by way of interest as wetl as repayment by jssuing deben tu res / bonds vis-i-vis a bank loan. The interest rate and other ierms of bank loans are set by a bank whereas when a Company issues debentures/bonds, it sets the terms and conditions based on current market conditions and are usuatly better and more ftexibte than bank loans. Thus, to take advantage of better borrowing interest rate at a point of time and to compty wjth the SEB| gujdetines, the Company proposes to keep an enabting provision of borrowjng through Debentu res / Bonds up to Rs.500 crore within the overall borrowing timit of Rs.2500 crore of the Company.

ln view of the above, the Board in its meeting hetd on 27.05.2025 has recommended the Specia[ Resolution mentioned at ltem No. 12 of the AGM Notice for approvat by Members of the Company.

None of the Directors or Key Manageriat Personne[ of the Company or their retatives is in any way, concerned or interested, financiatty or otherwjse jn the resolutjon set out at ltem No. ¹² of the AGM Notice.