Hitech Corporation Limited — Proxy Solicitation & Information Statement 2024

May 22, 2024

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Hitech Corporation Limited Regd. Office & HO: 201, Welspun House 2nd Floor, Kamala City, Lower Parel - west Mumbai - 400 013

May 22, 2024

Corporate Relations Department The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Listing Department The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Scrip Code: 526217 Scrip Symbol: HITECHCORP

Dear Sir/ Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Postal Ballot Notice (“Notice”) along with the Explanatory Statement for the following matters:

1. To approve the re-appointment of Mr. Aditya M. Sheth (DIN: 02289144) as a Non-Executive Independent Director for a second term of five consecutive years commencing from June 25, 2024.

2. To approve limits under section 186 of Companies Act, 2013 for making investments, giving loans and giving security or guarantee.

In accordance with applicable laws, and various Circulars issued by the Ministry of Corporate Affairs (MCA) in this regard, the said Postal Ballot Notice is being sent today electronically, to all the Members whose names appear in the Register of Members/ List of Beneficial Owners and whose e-mail IDs are registered with the Company/ Link Intime India Private Limited (“RTA”)/ Depositories as on Friday, May 17, 2024 (“cut-off date”). The same is also being made available on the website of the Company i.e.: www.hitechgroup.com and the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited i.e. www.linkintime.co.in

The remote e-voting period shall commence on Thursday, May 23, 2024 (09:00 a.m.) and conclude on Friday, June 21, 2024 (5:00 p.m.).

The results of the e-voting shall be declared on or before Tuesday, June 25, 2024.

This is for your information and records.

For Hitech Corporation Limited

ASHISH VINOD Digitally signed by ASHISH VINOD ROONGTA ROONGTA Date: 2024.05.22 14:43:55 +05'30'

Ashish Roongta Company Secretary & Compliance Officer (Membership No: A35999)

Encl: As above

Integrity + Commitment + Innovation = Excellence

CIN: L28992MH1991PLC168235 l An ISO 9001:2008 Certified Company l Tel: 91-22-40016500/24816500 l Fax: 91-22-24955659 l Email: corp@hitechgroup.com l Website: www.hitechgroup.com

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HITECH CORPORATION LIMITED CIN: L28992MH1991PLC168235

Regd. Office: 201, 2[nd] Floor, Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. Website: www.hitechgroup.com; email: investor.help@hitechgroup.com Tel.: +91 22 4001 6500 / 2481 6500

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Companies Act ”), and relevant circulars including General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 03/2022 dated May 05, 2022 and 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as the “ MCA Circulars ”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India (“ ICSI ”), and any other applicable laws, rules, guidelines, notifications, circulars and regulations (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the following item of special business are proposed to be passed by the Members of Hitech Corporation Limited (“ Company ” or “ Hitech ”) through Postal Ballot, by way of remote electronic voting process (“ remote e-voting ” / “ e-voting ”) only.

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under Listing Regulations is also attached. The Board of Directors has appointed Mr. Mayank Arora, Practicing Company Secretary (Membership No.: FCS 10378 and CP 13609), Partner of Mayank Arora and Co, as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final. The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e-voting facility. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the remote e-voting period which shall commence from Thursday, May 23, 2024 at 9.00 a.m. IST and end on Friday, June 21, 2024 at 5.00 p.m. IST.

SPECIAL BUSINESS:

Item No. 1.

To approve the re-appointment of Mr. Aditya M. Sheth (DIN: 02289144) as a Non-Executive Independent Director for a second term of five consecutive years commencing from June 25, 2024.

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Articles of Association of the Company, and as recommended by the Nomination and Remuneration Committee based on the evaluation of performance, Mr. Aditya M. Sheth (DIN: 02289144), Independent Non-Executive Director of the Company, who was appointed as an Independent Director and who holds office of Independent Director up to June 24, 2024 and in respect of whom the Company has received a notice in writing under section 160 of the Act from a Member proposing his candidature for the office of Director and who is registered in the Independent Directors’ Databank established by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs (MCA) and has given his consent and has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as an Independent NonExecutive Director of the Company to hold office for a second term of five consecutive years with effect from June 25, 2024 to June 24, 2029 (both days inclusive) and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to do all acts, deeds and things

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including filings and take steps as may be deemed necessary, proper or expedient in order to give effect to this Resolution and the matters incidental thereto”.

Item No. 2.

To approve limits under section 186 of Companies Act, 2013 for making investments, giving loans and giving security or guarantee:

To consider and, if thought fit, to pass the following as a

Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof for the time being in force), consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall deemed to include any Committee which Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) to (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise the securities of any other body corporate, upto a maximum aggregate amount of ` 450 crores (Rupees Four Hundred and Fifty crores only), outstanding at any point of time, over and above the permissible limits under Section 186(2) of the Companies Act, 2013 (presently being 60 percent of the Company’s paid up capital, free reserves and securities premium account or one hundred percent of the Company’s free reserves and securities premium account, whichever is more.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take from time to time all decisions and steps in respect of the above loans, guarantees, securities and investment including the timing, amount and other terms and conditions of such loans, guarantees, securities and investment and varying the same either in part or in full as it may deem appropriate and to do and perform all such acts, deeds, matters and things as may be necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard including power to sub-delegate in order to give effect to this resolution.”

By Order of the Board For Hitech Corporation Limited

Ashish Roongta Company Secretary & Compliance Officer Membership No. A35999

Notes:

1. The relevant Statement(s) pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (the ‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’) setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘Notice’).

2. The relevant details, pursuant to Regulations 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/ re-appointment are annexed to the Notice and forms part of the Explanatory Statement.

3. The Postal Ballot Notice is being sent to the shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on May 17, 2024.

4. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/RTA/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.hitechgroup.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Link Intime India Private Limited at www.linkintimeindia.co.in.

5. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent (‘RTA’), Link Intime India Private Limited, Unit: Hitech Corporation Limited, C-101, 247 Park, LBS Road, Vikhroli (West), Mumbai – 400 083.

6. Members who have not registered their email address with the Company/RTA/Depositories, may complete the email registration process as under:

7. i) The members of the Company holding equity shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt Ltd by clicking the link: https://linkintime.

Place: Mumbai Date: May 16, 2024

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co.in/emailreg/email_register.html and follow the registration process as guided therein. The members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to RTA at rnt.helpdesk@linkintime.co.in. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

• ii) It is clarified that for permanent registration of e-mail address, shareholders are requested to register their e-mail addresses, in respect of electronic holdings with their concerned Depository Participants.

• iii) The members of the Company holding equity shares of the Company in physical form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt Ltd, by clicking the link: https://linkintime. co.in/emailreg/email_register.html and follow the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id and also upload the image of share certificate in PDF or JPEG format (upto 1 MB). In case of any query, a member may send an e-mail to RTA at rnt.helpdesk@linkintime.co.in. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

• In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on May 17, 2024, will be considered for the purpose of e-voting.

• Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.

• The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on May 17, 2024. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

• Members cannot exercise votes by proxy on Postal Ballot.

• In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by National Securities Depository Ltd. ( NSDL ). The instructions for e-voting are provided as part of this Postal Ballot Notice.

1. Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section “General information and instruction relating to e-voting” in this Postal Ballot Notice. Shareholders are requested to cast their vote through the e-voting process not later than 17:00 Hours IST on 21[st] June 2024 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

2. A Member need not use all his/ her/ its votes, nor does he/ she/ it need to cast all his/ her/ its votes in the same way.

3. The Board of Directors of the Company, at its meeting held on 16[th] May 2024, appointed Mr. Mayank Arora (CP No. 13609), Partner, Mayank Arora & Co., Company Secretaries, Mumbai, as the Scrutinizer for conducting the postal ballot only through the e-voting process, in a fair and transparent manner and in accordance with the above mentioned Circulars issued by MCA.

4. The Scrutinizer will submit his report to the Chairman or any person authorised by the Board of Directors after the completion of scrutiny, and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or the Managing Director or a person duly authorised, who will announce the results of the e-voting latest by 25[th] June 2024 and will also be displayed on the website of the Company (www.hitechgroup.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

5. The resolutions, if passed by the requisite majority shall be deemed to have been passed on 21[st] June 2024 i.e., the last date specified for receipt of votes through the e-voting process.

6. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email from their registered email ID to investor.help@ hitechgroup.com mentioning their Name, Folio No./ DP ID-Client ID, registered address.

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1. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Maharashtra (in vernacular language, i.e. Marathi).

2. Members seeking any information regarding any matter set out in the Postal Ballot Notice are requested to write to the Company through an email on investor.help@hitechgroup.com

General information and instructions relating to e-voting;

• i. Pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), “Hitech Corporation Limited” (“the Company”), of which you are a shareholder, is pleased to provide e-Voting facility to its Members through the e-Voting platform of NSDL. In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in e-Voting on the Resolutions placed by the Company on the e-Voting system, in respect of the business set out in the Postal Ballot Notice.

• ii. The Postal Ballot Notice along with the Explanatory Statement, instructions and manner of e-Voting process, can be downloaded from the link “https:// www.evoting.nsdl.com/” or www.hitechgroup.com

• iii. A person whose name is recorded in the register of members or in register of beneficial owners maintained by the Depositories as on the cut-off date, i.e. May 17, 2024 only shall be entitled to avail the facility of e-voting.

• iv. Any shareholder who holds the shares as on the cut-off date i.e., May 17, 2024, may obtain the User ID and password in the manner as mentioned below under “Instructions and other information relating to e-voting”:

• v. The e-voting facility will be available during the following period:

• a) Commencement of e-voting: 9 a.m. (IST) on Thursday, 23[rd] May 2024 .

• b) End of e-voting: 5 p.m. (IST) on Friday, 21[st] June 2024 .

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by NSDL upon expiry of the aforesaid period.

Instructions and other information relating to e-voting:

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

• A) Login method for e-Voting 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 shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 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. 2. 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 athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held 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 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Votingserviceproviders’ website directly.

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Type of shareholders	Login Method
	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 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 duringthe remote e-Voting period.

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.

CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl. com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

• B) Login Method 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?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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.

4. 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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1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit 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 demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 127174 then user ID is 127174001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. c) How to retrieve your ‘initial password’?

5. (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’.

6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

7. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

8. 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.

9. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

10. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

11. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

12. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

13. Now, you will have to click on “Login” button.

14. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- 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 is active.

2. Select “EVEN” of company which is 128602 .

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. 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 resolutions, you will not be allowed to modify your vote.

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

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to cs@mayankarora.co.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

1. 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.

2. 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 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com

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 :

1. 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 investor.help@hitechgroup.com

2. 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 investor.help@hitechgroup. com. 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 .

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. 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.

Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013

Item No. 1

The Board of Directors of the Company at their meeting held on 16[th] May 2024, on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Aditya Sheth (DIN: 02289144) as a Non-Executive Independent Director of the Company, with effect from 25[th] June 2024 in accordance with Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Listing Regulations (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company to hold office for a period of five consecutive years with effect from 25[th] June 2024, not liable to retire by rotation, subject to the approval of the Shareholders of the Company through Special Resolution.

Mr. Sheth specialises in chemical engineering and is currently managing full spectrum of activities in the field of engineering, manufacturing and installation of equipment in Galiakotwala Group and has adequate experience in financial analysis and due diligence of companies in chemical sector for valuation purposes.

His dynamic experience in the chemical sector as well as financial analytical skills have proven valuable for the company in past few years and hence his reappointment will be beneficial to the company.

The Company has received declaration from Mr. Aditya Sheth (DIN: 02289144) stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. He has also given his consent to continue to act as Independent Director of the Company.

In the opinion of the Board, Mr. Aditya Sheth (DIN: 02289144) fulfils the conditions specified under Section 149(6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations, for his re-appointment as a Non-Executive Independent Director of the Company and is independent of the management. Copy of the consent, declarations and draft letter for reappointment of Mr. Aditya Sheth (DIN: 02289144) as an Independent Non-Executive Director setting out terms and conditions would be available for inspection without any fee by the members electronically.

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Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152, 161, read with Schedule IV and Regulation 16, 17, 25 of the Listing Regulations and any other applicable provisions of the Act and Listing Regulations, the Board recommends passing of the Special Resolution in relation to the re-appointment of Mr. Aditya Sheth (DIN: 02289144) as a Non-Executive Independent Director for term of five consecutive years with effect from 25[th] June 2024.

The brief profile of Mr. Aditya Sheth (DIN: 02289144) is given in the Annexure to the Notice pursuant to the provisions of Listing Regulations and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Mr. Sheth has submitted declaration stating that he is neither disqualified from being appointed as a Director in terms of Section 164 of the Act, nor debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any such authority.

Except Mr. Aditya Sheth (DIN: 02289144), being an appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice. Mr. Aditya Sheth (DIN: 02289144) is not related to any Director and Key Managerial Personnel of the Company.

The information as required under the Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings (SS-2) of Mr. Aditya Sheth (DIN: 02289144) is provided in Annexure “A” to the Notice.

Item No. 2

Pursuant to the provisions of Section 186(2) of the Companies Act, 2013 (‘Act’), the Company shall not

Registered Office

201, 2nd Floor, Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013. Tel.: 022 4001 6500 CIN: L28992MH1991PLC168235 E-mail: investor.help@hitechgroup.com website: www.hitechgroup.com

directly or indirectly: - (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is higher. Pursuant to the provisions of Section 186(3) of the ‘Act’, where the giving of any loan or guarantee or providing any security or the acquisition of securities exceeds the limits specified in Section 186(2) of the ‘Act’, prior approval by means of a Special Resolution passed at a General Meeting is necessary.

The current loans and investments of the Company are well within the limits specified under the law, however, in line with the long-term objectives of the Company and for expanding its business further, the Company may be required to give loans or guarantees or make investments in excess of the limits specified in Section 186(2) of the ‘Act’. And accordingly, it is proposed to seek prior approval of Members vide an enabling Resolution to set out the limit upto ` 450,00,00,000/- (Rupees Four Hundred and Fifty Crores Only) which is over and above the limit of 60% of the paid-up share capital, free reserves, and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more as specified in Section 186(2) of the ‘Act’ at any point of time. The resolution is accordingly recommended for approval of the Members by way of a Special Resolution.

None of the Directors or Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the Notice.

The Board recommends the Special Resolution set out at Item No. 2 of the Notice for approval by the shareholders.

By Order of the Board For Hitech Corporation Limited

Ashish Roongta Company Secretary & Compliance Officer Membership No. A35999 Mumbai, 16[th] May 2024

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ANNEXURE A

Additional Information of Directors pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015:

Name of Director	Mr. Aditya Sheth
DIN	02289144
Age	42years
Date of Birth	17thSeptember, 1982
Date of First Appointment on the Board	25thJune, 2019
Qualifications	• Double major: Chemical Engineering (Columbia) and Economics (Denison) • Honors Program, Member of Engineering Honor Society – Tau Beta Pi • International Baccalaureate Diploma from The United World College of India, Pune.
Experience	Mr. Aditya Sheth, aged 42 years, is Managing Director at Galiakotwala Engineering Company, a leader in its industry that combines engineering solutions with advanced manufacturing techniques. Galiakotwala Engineering provides complete solutions including design, manufacturing, and installation to the Sulphuric Acid, Caustic Chlorine, Phosphoric Acid chemical plants in approximately 38+ countries across 4 continents. Aditya started his career at UBS Investment Bank New York and then moved back to India to join Galiakotwala Engineering Co. in 2008. He rapidly scaled up the business in the past decade by adapting new technology, building international sales networks, and optimizing supply chain. He graduated Magna Cum Laude with a double major in Chemical Engineering and Economics from Columbia University in New York and Denison University. He is an avid reader, enjoys new and unique experiences, adventure and sports. He ispart of entrepreneur organizations such as Ascent and YPO.
Skills and capabilities required for the role and the manner in which the Directors meet the requirements	Refer Explanatory Statement to the Notice.
Terms and conditions of appointment including remuneration sought to be paid	Mr. Aditya Sheth shall be re-appointed as a Non-Executive Independent Director for a term of five years. He shall be paid sitting fees and commission in accordance with the provisions of the law.
Other Directorships	• Galiakotwala Engineering Co. Pvt. Ltd. (Managing Director) • Galiakotwala JanaSeva Foundation (Director)

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Memberships/Chairmanships of Committees	Hitech Corporation Limited Audit Committee – Member Stakeholder Relationship Committee – Member CSR Committee - Chairman Investment Committee – Member
Shareholdingin the Company	NIL
Relationship with other Directors, Managers, Key Managerial Personnel (KMP)	None
Number of Board Meetings attended during the year (FY 2023-24)	5
Last Remuneration drawn	`5,20,000 (sittingfees and commission) for F.Y. 2023-24

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