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HINDUSTAN HARDY LIMITED — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
62078_rns_2026-04-24_c67e66d3-bb5f-488c-9dd9-e0f59a61a4af.pdf
Proxy Solicitation & Information Statement
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Digitally signed by SUNITA BABAN NISAL SUNITA BABAN NISAL Date: 2026.04.24 10:38:43 +05'30'
SUNITA Digitally signed by SUNITA BABAN NISAL BABAN NISAL Date: 2026.04.24 10:38:43
HINDUSTAN HARDY LIMITED Regd. Office: Plot No. C-12, M.I.D.C. Area, Ambad, Nashik – 422010, Maharashtra, INDIA. CIN: L29300MH1982PLC028498 Website: www.hhardys.com Tel No: 0253-2382018 Fax No: + 0253-2382528 Email: [email protected]
Notice of Postal Ballot [Pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration Rules, 2014)].
Dear Member(s),
NOTICE of Postal Ballot (“Notice”) is hereby given to the Members of Hindustan Hardy Limited (the “Company”) , pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’ ) and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’ ), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA’ ) read with its General Circulars dated April 8, 2020, April 13, 2020, along with subsequent circulars issued in this regard and the latest dated September 22, 2025 (collectively referred to as ‘MCA Circulars’), for seeking consent of members for special business as set out hereunder by passing a Special Resolution, as applicable, by way of Postal Ballot, only by voting through electronic means (‘ remote e- Voting’ ).
The Explanatory Statement pertaining to the resolution proposed in this notice setting out all material facts and reasons thereof in terms of Section 110 read with Section 102 of the Companies Act, 2013 is annexed herewith for your consideration.
In compliance with the aforesaid MCA Circulars, Notice is being sent by the Company only through electronic mode to those Members whose e-mail addresses are registered with the Company / Registrar and Transfer Agent (‘RTA’) / Depository Participants (‘DPs’) . The communication of the assent or dissent of the Members would only take place through the remote e-Voting system. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The instructions for remote e-Voting along with the procedure for registration of e-mail address is appended in the Notes section of this Notice.
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In compliance with MCA Circulars, the Company is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-Voting facility to its Members.
The Board of Directors of the Company has appointed Ms. Jigyasa N. Ved (Membership No. FCS 6488 and CP No. 6018) or failing her, Mr. Mitesh Dhabliwala (Membership No. FCS 8331 and CP No. 9511) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.
The remote e-voting period commences from 10.00 a.m. (IST) on Saturday, 25[th] April, 2026 and ends at 5.00 p.m. (IST) on Sunday 24[th] May, 2026. The Scrutinizer shall, immediately after the conclusion of voting through remote e-voting, unblock the votes cast through remote e-voting and make, within the prescribed time, a scrutinizer’s report of the total votes cast in favour and against, if any, and submit the report to the Chairperson of the Company, or any person authorized by her. The result of the Postal Ballot will be announced within the prescribed timelins. The said results along with the Scrutiniser’s Report will be displayed on the website of the Company at www.hhardys.com, on the website of NSDL www.evoting.nsdl.com and on the website of the Stock Exchanges i.e., BSE Limited (‘BSE’) www.bseindia.com.
You are requested to carefully read the instructions in this Notice and record your assent (Yes) or dissent (No) through the remote e-voting process not later than 5.00 p.m. on Sunday 24[th] May, 2026. The assent or dissent received after such date and time shall be treated as if a reply from the Member has not been received.
The Notice will also be placed on the website of the Company at www.hhardys.com , on the website of NSDL at www.evoting.nsdl.com and on the website of the Stock Exchanges i.e., BSE Limited (‘BSE’) www.bseindia.com.
SPECIAL BUSINESS:
1. APPOINTMENT OF MR AUROBIND ASHABHAI PATEL (DIN: 00016628) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
To consider, and, if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT Mr Aurobind Ashabhai Patel (DIN: 00016628), who was appointed as an Additional Director of the Company by the Board of Directors with effect from March 13, 2026 in terms of Section 161 of the Companies Act, 2013 (“Act”) and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company.”
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“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (‘the Act’), if any, read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Regulation 17, 25 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, as recommended by the Nomination and Remuneration Committee, the appointment of Mr Aurobind Ashabhai Patel (DIN: 00016628), a Nonexecutive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and SEBI Listing Regulations and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years from March 13, 2026 to March 12, 2031 and continuation of the said Director on the Board of the Company, beyond the age of 75 years, as required under Regulation 17(1A) o f SEBI (LODR) Regulations, 2015 be and is hereby approved.”
By order of the Board DEVAKI SARAN CHAIRPERSON AND MANAGING DIRECTOR DIN: 06504653
Registered Office: Plot No. C-12, M.I.D.C. Area, Ambad, Nashik- 422 010
Date:13.03.2026
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Notes:
1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act and the Statement setting out additional information with respect to Director being appointed/ reappointed pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India is annexed hereto.
2. In compliance with the MCA Circulars and Rules made thereunder, this Notice is being sent only in electronic form to those Members whose names appear in the Register of Members / List of Beneficial Owners as received from Company’s RTA / Depositories whose e-mail addresses are registered with the Company / RTA / Depository Participants (in case of electronic shareholding) or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date i.e., Friday, 17[th] April, 2026.
3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off date shall be eligible to cast their votes through postal ballot by remote e-Voting. A person who is not a Member on the Cut-Off date should treat this Notice for information purposes only.
It is however clarified that all Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to nonregistration of their e-mail addresses with the Company / RTA / DPs) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.
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In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended; and (ii) Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, read with the MCA Circulars, the Company is offering only e-Voting facility to all the Members of the Company and the business may be transacted through electronic voting system. The Company has engaged the services of NSDL for facilitating remote e-Voting to enable the Members to cast their votes electronically.
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The remote e-Voting shall commence on Saturday, 25[th] April, 2026 at 10:00 a.m. (IST) and shall end on Sunday, 24[th] May, 2026 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on the Resolution is cast by the Members, the Members shall not be allowed to change it subsequently.
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A copy of this Postal Ballot Notice is also available on the website of the Company at www.hhardys.com , on the website of NSDL at www.evoting.nsdl.com and on the website of the Stock Exchanges i.e., BSE Limited (‘BSE’) www.bseindia.com.
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The voting for this Postal Ballot cannot be exercised through proxy.
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Members who wish to inspect the documents referred to in the Notice or Explanatory .
Statement may send their requests at [email protected]
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The resolution as stated in the Notice, if passed by the requisite majority, will be deemed to have been passed on the last date specified for remote e-Voting i.e., Sunday, 24[th] May, 2026. Further, the resolution passed by the Members through postal ballot shall be deemed to have been passed as if it was passed at a General Meeting of the Members.
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The Board of Directors of the Company has appointed Ms. Jigyasa N. Ved (Membership No. FCS 6488 and CP No. 6018) or failing her, Mr. Mitesh Dhabliwala (Membership No. FCS 8331 and CP No. 9511) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.
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A. Process for registration of e-mail addresses for receiving the credentials for remote e-Voting along with this Notice:
Member, whose e-mail address is not registered with the Company / RTA or with their respective Depository Participants and who wish to receive the credentials for remote e-Voting along with the Postal Ballot Notice can get their e-mail address . registered by sending a request to the Company at [email protected]
- B. Registration of e-mail addresses permanently with the Company / DP:
In respect of shares held in demat form, Members who have not registered their e-mail addresses are requested to register the same with their respective DP. In respect of shares held in physical form, Members who want to register their e-mail id, please visit [email protected] to know more about the registration process. Further, those Members who have already registered their e-mail addresses, are requested to keep their e-mail addresses validated with their DPs / RTA for all future communications.
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C. Process for those shareholders whose e-mail addresses are not registered with the depositories for procuring user id and password and registration of e-mail addresses for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] or [email protected]
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In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to -
refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
12. The instructions for Members for remote e-Voting are as under:
In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Rules, 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the Secretarial Standards on General Meetings (SS2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide members facility to exercise their right to vote at the Postal Ballot by electronic means (Remote Evoting) and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL).
I. The instructions for members for voting electronically are as under:- How do I vote electronically using NSDL e Voting system? The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: - Step 1: Access to NSDL e Voting system
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- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode - In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
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Type of Login Method
shareholders
Individual 1. For OTP based login can click
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| Type of shareholders Login Method Typeof| LoginMethodshareholders |
Type of shareholders Login Method Typeof| LoginMethodshareholders |
Type of shareholders Login Method Typeof| LoginMethodshareholders |
|---|---|---|
IndividualIndividual |
1. For OTP based login you can click ForOTPbasedloginyoucanclick |
|
| Shareholders holding securities in demat mode with NSDL. ShareholdersholdingsecuritiesindematmodewithNSDL. |
2. 3. 4. |
on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.Youwillhavetoenteryour8-digitDPID,8-digitClientId,PANNo.,VerificationcodeandgenerateOTP.EntertheOTPreceivedonregisteredemailid/mobilenumberandclickonlogin.Aftersuccessfulauthentication,youwillberedirectedtoNSDLDepositorysitewhereinyoucanseee-Votingpage.Clickoncompanynameore-Votingserviceprovideri.e.NSDLandyouwillberedirectedtoe-VotingwebsiteofNSDLforcastingyourvoteduringtheremotee-Votingperiod.ExistingIDeASusercanvisitthee-ServiceswebsiteofNSDLViz.https://eservices.nsdl.comeitherona PersonalComputeroronamobile.Onthee-Serviceshomepageclickonthe“BeneficialOwner”iconunder“Login”whichisavailableunder‘IDeAS’section, thiswillpromptyoutoenteryourexistingUserIDandPassword.Aftersuccessfulauthentication,youwillbeabletoseee-VotingservicesunderValue addedservices.Clickon“Accesstoe-Voting”undere-Votingservicesandyouwillbeabletoseee-Votingpage.Clickoncompanynameore-Votingserviceprovideri.e.NSDLandyouwillbere-directedtoe-VotingwebsiteofNSDLforcastingyourvoteduringtheremotee-Votingperiod.IfyouarenotregisteredforIDeASe-Services,optiontoregisterisavailableathttps://eservices.nsdl.com. Select“RegisterOnlineforIDeASPortal”orclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jspVisitthee-VotingwebsiteofNSDL.OpenwebbrowserbytypingthefollowingURL:https://www.evoting.nsdl.com/ eitheronaPersonalComputerorona mobile.Oncethehomepage ofe-Votingsystemislaunched,clickontheicon“Login”whichisavailableunder‘Shareholder/Member’section.A newscreenwillopen.You |
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will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
- Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login Shareholders through their existing user id and password. Option will be made holding securities available to reach e-Voting page without any further authentication. in demat mode The users to login Easi / Easiest are requested to visit CDSL website with CDSL www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
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After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in
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| progress and also able to directly access the system of all e-Voting Service Providers. progressandalsoabletodirectlyaccessthesystemofalle-VotingServiceProviders. |
progress and also able to directly access the system of all e-Voting Service Providers. progressandalsoabletodirectlyaccessthesystemofalle-VotingServiceProviders. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants IndividualShareholders(holdingsecuritiesindematmode)loginthroughtheirdepositoryparticipants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. YoucanalsologinusingthelogincredentialsofyourdemataccountthroughyourDepositoryParticipantregisteredwithNSDL/CDSLfore-|Votingfacility.uponloggingin,youwillbeabletoseee-Votingoption.Clickone-Votingoption,youwillberedirectedtoNSDL/CDSL|Depositorysiteaftersuccessfulauthentication,whereinyoucanseee-Votingfeature.Clickoncompanynameore-Votingserviceprovider1.e.NSDLandyouwillberedirectedtoe-VotingwebsiteofNSDLforcastingyourvoteduringtheremotee-Votingperiod. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
Login typeLogintype |
Helpdesk detailsHelpdeskdetails |
|
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL IndividualShareholdersholdingsecuritiesindematmodewithNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 MembersfacinganytechnicalissueinlogincancontactNSDLhelpdeskbysendinga_ requestat[email protected] 48867000 |
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| Individual Shareholders holding securities in demat mode with CDSL IndividualShareholdersholdingsecuritiesindematmodewithCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 MembersfacinganytechnicalissueinlogincancontactCDSLhelpdeskbysendinga requestat[email protected]no.1800-21-09911 |
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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’
and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.
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- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.
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How to cast your vote electronically on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to .
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[email protected] with a copy marked to [email protected]
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It 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 will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022-48867000 and 022-24997000 or send a request to ( Ms. Shruthi Shetty) at [email protected]
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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
By order of the Board DEVAKI SARAN CHAIRPERSON AND MANAGING DIRECTOR DIN: 06504653
Registered Office: Plot No. C-12, M.I.D.C. Area, Ambad, Nashik- 422 010
Place: Nashik Date: 13.03.2026
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ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT
[Pursuant to Sections 102 and 110 of the Companies Act, 2013]
The Nomination and Remuneration Committee has based on the skills and expertise required by the Company, and the qualifications, skills and experience of the appointee, considered and recommended the appointment of Mr Aurobind Ashabhai Patel (DIN: 00016628) as an Additional Director of the Company and also an Independent Director not liable to retire by rotation.
Based on recommendation of the Nomination and Remuneration Committee (‘NRC’), and based on his skills, competence, expertise, the Board of Directors appointed Mr Aurobind Ashabhai Patel (DIN: 00016628) as an Additional Director of the Company and also an Independent Director not liable to retire by rotation, for a term of five years, i.e., from March 13, 2026 to March 12, 2031 (both days inclusive), subject to approval by the Members.
The Company has received from Mr Aurobind Ashabhai Patel, a declaration in terms of Section 149 of the Act and the Rules made thereunder and SEBI LODR, 2015 stating that he is qualified to be appointed as an Independent Director of the Company. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Mr Aurobind Ashabhai Patel has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has also submitted a Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority. There is no inter se relationship between him and any other member of the Board and other Key Managerial Personnel of the Company.
The Company has received a Notice in writing from a Member of the Company under Section 160 of the Act proposing the candidature of Mr Aurobind Ashabhai Patel for the office of Director of the Company.
In terms of provisions of Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as amended from time to time, the appointment and continuation of the said Independent Director beyond the age of 75 years shall require approval of shareholders by way of Special Resolution. Further as per section 149 of the Companies Act, 2013, any appointment of an Independent director is subject to shareholder approval.
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In the opinion of the Board, Mr Aurobind Ashabhai Patel is a person of integrity, possesses relevant expertise / experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and he is independent of the Management.
The Board considers that his association with the Company would be of immense benefit to the Company.
The terms and conditions of appointment of Mr Aurobind Ashabhai Patel as an Independent Director are available for inspection at the Registered Office of the Company during normal business hours on all working days.
His qualifications, the nature of his expertise in specific functional areas, names of companies in which he holds Directorship, Committee Memberships/ Chairmanships, his shareholding etc., are separately annexed hereto.
The Board recommends the resolution as set out at Item no. 1 of the accompanying Notice for the approval by the members of the Company by way of a Special Resolution.
Except Mr Aurobind Ashabhai Patel, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives is concerned or interested, financially or otherwise, in the resolution.
By order of the Board DEVAKI SARAN CHAIRPERSON AND MANAGING DIRECTOR DIN: 06504653
Registered Office: Plot No. C-12, M.I.D.C. Area, Ambad, Nashik- 422 010
Place: Nashik Date: 13.03.2026
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Information as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India
| Name of the Director NameoftheDirector |
Mr. Aurobind Ashabhai Patel|Mr.AurobindAshabhaiPatel |
|---|---|
| Director Identification Number(DIN) DirectorIdentificationNumber(DIN) |
0001662800016628 |
Date of BirthDateofBirth |
07.01.195207.01.1952 |
Age Age |
7474 |
| Date of first appointment on the Board appointmentontheBoardDateoffirst |
13.03.2026|13.03.2026 |
QualificationQualification |
Bachelor's degree in commerce from Mumbai University and an MFA in design from Southeastern Massachusetts University. Bachelor'sdegreeincommercefromMumbaiUniversityandanMFAindesignfromSoutheasternMassachusettsUniversity. |
| Expertise in specific functional area Expertiseinspecificfunctionalarea |
He began his career as a designer in New York before moving to India in 1982 as design consultant to India today, a position he occupied till 1987. Between 1988 and 2000 he served as Design Director of The Economist, London. Currently he is consultant to leading newspapers in India and elsewhere on matters of publication design and publishing systems integration. Hebeganhiscareeras adesignerinNewYorkbeforemovingtoIndiain1982asdesignconsultanttoIndiatoday,a positionheoccupiedtill1987.Between1988and2000heservedasDesignDirectorofTheEconomist,London.CurrentlyheisconsultanttoleadingnewspapersinIndiaandelsewhereonmattersofpublicationdesignandpublishingsystemsintegration. |
| Directorships in other company Directorshipsinothercompany |
1. Delta Manufacturing Limited 2. Arrow Textiles Limited 1.DeltaManufacturingLimited2.ArrowTextilesLimited |
| Memberships of Committees in other companies MembershipsofCommitteesinothercompanies |
22 |
| No. of shares held in the Company No.ofsharesheldintheCompany |
NILNIL |
| Relationship between directors inter-se Relationshipbetweendirectorsinter-se |
He is not related to any other Director or Key managerial PersonHeisnotrelatedtoanyotherDirectororKeymanagerialPerson |
| Number of Board meetings attended NumberofBoardmeetingsattended |
NANA |
| Names of Listed entities from which resigned in past 3 years NamesofListedentitiesfromwhichresignedinpast3years |
NILNIL |
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| Skills and Capabilities Required for the role and manner in which Independent Director meets such requirements SkillsandCapabilitiesRequiredfortheroleandmannerinwhichIndependentDirectormeetssuchrequirements |
Mr. Aurobind Patel, holds a bachelor's degree in commerce from Mumbai University and an MFA in design from Southeastern Massachusetts University. He began his career as a designer in New York before moving to India in 1982 as design consultant to India today, a position he occupied till 1987. Between 1988 and 2000 he served as Design Director of The Economist, London. Currently he is consultant to leading newspapers in India and elsewhere on matters of publication design and publishing systems integration. Mr.AurobindPatel,holdsa bachelor'sdegreeincommercefromMumbaiUniversityandanMFAindesignfromSoutheasternMassachusettsUniversity.Hebeganhiscareeras adesignerinNewYorkbeforemovingtoIndiain1982asdesignconsultanttoIndiatoday,a positionheoccupiedtill1987.Between1988and2000heservedasDesignDirectorofTheEconomist,London.CurrentlyheisconsultanttoleadingnewspapersinIndiaandelsewhereonmattersofpublicationdesignandpublishingsystemsintegration. |
|---|---|
By order of the Board DEVAKI SARAN CHAIRPERSON AND MANAGING DIRECTOR DIN: 06504653
Registered Office: Plot No. C-12, M.I.D.C. Area, Ambad, Nashik- 422 010
Place: Nashik Date:13.03.2026
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