LMW Limited — Proxy Solicitation & Information Statement 2024

Nov 12, 2024

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LMW LIMITED

(formerly Lakshmi Machine Works Limited)

Date: 12[th] November 2024

To

BSE Limited Listing Department Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001 Scrip Code: 500252

National Stock Exchange of India Limited Listing Department, Exchange Plaza, C-1, Block-G, Bandra Kurla Complex Bandra(E) Mumbai - 400 051 Scrip Code: LMW

Dear Sir / Madam,

- Sub: Notice of Postal Ballot/Electronic Voting (e voting)

We enclose herewith a copy of the Postal Ballot Notice dated, 28[th] October 2024, along with the Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Notice) for seeking approval of the Members of the Company on the Resolution forming part of the Postal Ballot Notice.

In compliance with the provisions of Section 110 of the Companies Act, 2013 (the “Act”), read with the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force) (“the Rules”) read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, read with other relevant circulars, including General Circular No. 9/2024 dated September 19, 2024 (“MCA Circulars”) issued by the Ministry of Corporate Affairs (“MCA”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations, we would like to inform that the Company has sent the Postal Ballot Notice only by email to all the Members whose names appear in the Register of Members/ Beneficial Owners as on 8[th] November, 2024 (Cut-off Date).

Further, in terms of MCA Circulars, communication of the assent or dissent of the Members would take place only through the remote e-voting system.

In terms of MCA Circulars, the Company has made arrangements with its Registrar & Share Transfer Agent for the registration of email address of those Shareholders who have not yet registered their email address. Those shareholders are requested to get their email address registered by following the procedure given in the notes to the Postal Ballot Notice.

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CORPORATE OFFICE : 34-A, Kamaraj Road, Coimbatore - 641 018. Phone: +91 422 7198100. REGISTERED OFFICE : SRK Vidyalaya Post, Perianaickenpalayam, Coimbatore - 641 020, India. Website: www.lmwglobal.com Email: secretarial@lmw.co.in; GSTIN: 33AAACL5244N1ZF CIN: L29269TZ1962PLC000463

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LMW LIMITED

(formerly Lakshmi Machine Works Limited)

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The Company has engaged the services of the National Securities Depository Limited (NSDL) for providing the E-voting facility to its Members. The E-voting period will commence on Wednesday the 13[th] Day of November, 2024 at 9.00 A.M. (IST) and ends on Thursday, the 12[th] Day of December, 2024 at 5.00 P.M. (IST). The results of the Postal Ballot will be announced within two working days from the date of the conclusion of the e-voting.

The Notice of Postal Ballot along with the explanatory statement is available on the Company’s website www.lmwglobal.com and the website of NSDL www.evoting.nsdl.com.

Kindly take the same on record.

Thanking You,

Yours faithfully,

For LMW Limited

COIMBATORE Digitally signed by COIMBATORE RAMANATHAN RAMANATHAN SHIVKUMARAN Date: 2024.11.12 13:30:12 SHIVKUMARAN +05'30' C R Shivkumaran Company Secretary

Encl: Postal Ballot Notice

CORPORATE OFFICE : 34-A, Kamaraj Road, Coimbatore - 641 018. Phone: +91 422 7198100. REGISTERED OFFICE : SRK Vidyalaya Post, Perianaickenpalayam, Coimbatore - 641 020, India. Website: www.lmwglobal.com Email: secretarial@lmw.co.in; GSTIN: 33AAACL5244N1ZF CIN: L29269TZ1962PLC000463

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LMW LIMITED

(formerly known as Lakshmi Machine Works Limited)

CIN: L29269TZ1962PLC000463

Registered Office: SRK Vidyalaya Post, Perianaickenpalayam, Coimbatore - 641020, Tamil Nadu, India Corporate Office: 34-A, Kamaraj Road, Coimbatore - 641018, Tamil Nadu, India Phone: +91 422 7192255 | Email: secretarial@lmw.co.in | Website: www.lmwglobal.com

NOTICE FOR POSTAL BALLOT /ELECTRONIC VOTING (e-Voting)

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

Dear Shareholder(s),

NOTICE is hereby given pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, read with other relevant circulars, including General Circular No. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard – 2 (“SS-2”) on General Meetings issued by the Institute of Company Secretaries of India and subject to other applicable laws, rules and regulations, if any, LMW Limited (“the Company”) hereby seeks your approval for the special business as considered in the Resolution appended below through Postal Ballot by way of voting through electronic means (“remote e-voting”).

A statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the Resolution appended below setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. This Postal Ballot Notice is also being placed on the website of the Company at www.lmwglobal.com.

In compliance with the aforesaid MCA Circulars and pursuant to Section 110 of the Act read with the relevant rules made thereunder, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ RTA / Depositories / Depository Participants and the communication of assent / dissent of the Members on the Resolution proposed will take place through the remote e-voting system only. If your e-mail address is not registered with the Company / RTA / Depositories / Depository Participants, please follow the process provided in the Notes to receive this Postal Ballot Notice.

In compliance with the requirements of the MCA Circulars, hard copy of this Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Shareholders and hence the Shareholders are requested to communicate their assent or dissent through remote e-voting system only.

Pursuant to Rule 22 (5) & (6) of the Rules, the Board of Directors of the Company at their meeting held on 28[th] October 2024, had appointed Sri M. D. Selvaraj, FCS, Managing Partner of M/s. MDS & Associates LLP, Company Secretaries, Coimbatore as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner and for ascertaining the requisite majority.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to the Members of the Company through their website at www.evoting.nsdl.com. Please refer to the instructions for e-voting given hereinafter the proposed Resolution, to cast votes through electronic voting means.

The remote e-voting period commences from 9.00 AM (India Standard Time [‘IST’]) on Wednesday, 13[th] November 2024, and ends at 5.00 PM (IST) on Thursday, 12[th] December 2024. Members are requested to read the instructions carefully while expressing their assent or dissent and cast votes via remote e-voting facility by not later than 5.00 PM (IST) on Thursday, 12[th] December 2024.

The Scrutinizer shall submit his report to the Chairman and Managing Director of the Company, or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot e-voting will be announced within 2 working days from the conclusion of the e-voting and the same shall be displayed on the website of the Company at www.lmwglobal.com, National Securities Depository Limited (“NSDL”) and the same will be communicated to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), being the stock exchanges where the equity shares of the Company are listed.

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In the event, the Resolution as set out under Item No. 1 below, is assented by the requisite majority of the Members by means of the Postal Ballot process, it shall be deemed to have been duly passed as a Special Resolution at the General Meeting of the Company and it shall be deemed to have been passed on Thursday, 12[th] December 2024, being the last date specified by the Company for e-voting.

The Resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot/ remote e-voting:

SPECIAL BUSINESS

Item No.1:

Appointment of Dr. Deepali Pant Joshi (DIN: 07139051) as an Independent Director of the Company.

To consider and if thought fit, to give assent / dissent to the following resolution proposed to be passed as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (as amended) and the Articles of Association of the Company and upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Dr. Deepali Pant Joshi (DIN: 07139051) who had submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and whose name is included in the databank as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and who is eligible for appointment and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a first term of five (5) consecutive years with effect from 12[th] December 2024 and is not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take all such steps as may be necessary and/or give such directions as may be necessary, proper or expedient, to give effect to the above resolution without being required to seek any further consent or approval of the Members and the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 28[th] October 2024, have recommended the appointment of Dr. Deepali Pant Joshi (DIN: 07139051), as an Independent Director of the Company with effect from 12[th] December 2024. Further, the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 (‘the Act’), proposing her candidature for the office of Independent Director of the Company.

Dr. Deepali Pant Joshi is not disqualified from being appointed as a Director in terms of Section 164 of the Act and is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India (“SEBI”) or any other such authority.

Dr. Deepali Pant Joshi has given her consent to act as a Director along with the declaration to the effect that she meets the criteria of independence as prescribed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that her name is included in the databank of Independent Directors as required under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, Dr. Deepali Pant Joshi fulfills the conditions as specified under the Act read with the Rules made thereunder and the Listing Regulations for her appointment as an Independent Director of the Company and is also independent of the Management.

The Nomination and Remuneration Committee and the Board of Directors have reviewed/ evaluated the balance of skills, knowledge and experience on the Board and identified the role and capabilities required of an Independent Director and considered that the appointment of Dr. Deepali Pant Joshi with her experience and expertise will be of immense value addition to the Company.

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Dr. Deepali Pant Joshi, aged 66 years, is a Fellow of Harvard University Asia Centre with post-doctoral work in Finance and Economics. She is also a distinguished Fellow of the SKOCH Foundation. Dr. Deepali Pant Joshi has done Ph.D. and LL.B. from the University of Allahabad and the University of Lucknow, respectively and also completed management studies from IGNOU, Delhi. Dr. Deepali Pant Joshi has been a career Central Banker. She joined Reserve Bank of India (RBI) in 1981 and superannuated as Executive Director, at RBI in 2017.

Dr. Deepali Pant Joshi has vast experience and core competencies in Microfinance, Financial Inclusion, Regulation and Supervision, Currency Management, Financial Institutions, Payment Systems and Forex.

A copy of the draft appointment letter to be issued to Dr. Deepali Pant Joshi upon her appointment as an Independent Director, containing the terms and conditions of such appointment, would be available to members for inspection at the Registered Office of the Company during the normal business hours (9.00 AM India Standard Time “IST” to 4.00 PM IST) on any business day without payment of fee.

The disclosures as required under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are furnished and form a part of this Notice.

Accordingly, the Board recommends the Special Resolution in relation to eligibility and appointment of Dr. Deepali Pant Joshi as an Independent Director for a first term of five (5) consecutive years, for approval by the Members of the Company.

Except Dr. Deepali Pant Joshi, being the appointee director, none of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution as set out in Item No. 1 of the Notice.

By Order of the Board For LMW LIMITED

Place : Coimbatore Date : 28[th] October 2024

C R Shivkumaran Company Secretary

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Notes:

1. Members may note that this Postal Ballot Notice has been placed on the Company’s website www.lmwglobal.com, on the website of BSE Limited and National Stock Exchange of India Limited, being the stock exchanges where the equity shares of the Company are listed and on the website of National Securities Depository Limited at www.evoting.nsdl.com.

2. The Notice is being sent only by email to all those Members of the Company, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) as on Friday, 8[th] November 2024 (“Cut-off date”) and who have registered their email address in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited (“RTA”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and the MCA Circulars.

3. In terms of the MCA Circulars, the Company will send this Notice in electronic form only and a hard copy of this Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Shareholders for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system. Therefore, those Shareholders who have not yet registered their e-mail address are requested to get their e-mail address submitted by following the procedure given below:

4. i. In light of the MCA Circulars, for remote e-voting for this Postal Ballot, the Shareholders whether holding equity shares in dematerialised form or in physical form and who have not submitted their email address and as a consequence to whom the Postal Ballot notice could not be served, may temporarily get their e-mail address registered with the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited by submitting necessary request form(s) along with supporting documents. Post successful registration of the e-mail address, the Shareholder would get a soft copy of this Notice and the procedure for e-voting along with the user-id and the password to enable e-voting for this Postal Ballot. In case of any queries, Shareholders may write to the Company at investors@lmw.co.in or to the Registrar and Share Transfer Agent at coimbatore@linkintime.co.in.

5. ii. It is clarified that for permanent submission of e-mail address, the Shareholders are however requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participant(s) and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited, having its office at Surya, 35 Mayflower Avenue, behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641028 (Tel: +91 422-2539835/36), by following the due procedure.

6. iii. Those Shareholders who have already registered their e-mail address are requested to keep their e-mail address validated with their depository participant(s)/ the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited to enable serving of notices/ documents/ annual reports electronically to their e-mail address.

7. Any query/grievance may please be addressed to Sri C R Shivkumaran, Company Secretary with respect to this Postal Ballot at Email ID: investors@lmw.co.in or may contact Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Limited at the email id: evoting@nsdl.com or call NSDL at +91 22 4886 7000.

8. Members are requested to carefully read the instructions while expressing their assent or dissent and to cast their vote(s) via e-voting by not later than 5:00 PM (“IST”) on Thursday, 12[th] December 2024.

9. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date. Further, a Member cannot exercise his/her vote by proxy on Postal Ballot.

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INSTRUCTIONS FOR VOTING THROUGH ELECTRONIC MEANS:

• (i) In compliance with provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed thereunder, Regulation 44 of the Listing Regulations, MCA Circulars and the Secretarial Standard on General Meetings (SS-2), the Company is pleased to provide remote e-voting facility to all its Members, to enable them to cast their vote electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members.

• (ii) The voting period begins from 9.00 AM (IST) on Wednesday, 13[th] November 2024, and ends at 5.00 PM (IST) on Thursday, 12[th] December 2024. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday, 8[th] November 2024, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after 5.00 PM (IST) on Thursday, 12[th] December 2024.

- The instructions for Shareholders to vote electronically using NSDL e Voting system is given hereunder: - 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

A) Login method for e-Voting for Individual Shareholders holding securities in demat mode:

In terms of SEBI circular dated 9[th] December 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:

Type of Shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. Existing IDeAS users 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 “Benefcial 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 the e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and 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 at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or log on to https://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 hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

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W.
	4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDLMobileAppisavailableon tiAppStore ►GooglePlay 111II .
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. The 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.com and 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 the 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-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, the 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. 4. Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and Permanent Account Number (“PAN”) from an 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 progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participant(s)	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.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk bysendinga request at evoting@nsdl.com or call at +91 22 - 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 at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

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• 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.

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.

1. Your User ID details are given below:

4. 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 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example, if your Benefciary ID is 12** thenyour 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 101456 then user ID is 101456001

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(s).

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’?

   • (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’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those Shareholders whose email is not registered.

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

2. (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.

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

4. (c) If you are still unable to get the password by the 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.

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

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

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

8. After you click on the “Login” button, the 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 in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

4. Cast your vote(s) 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 Resolution, 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 to lmw@mdsassociates.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.

2. 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.

3. 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 +91 22 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com.

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Process for those Shareholders whose email ids are not registered with the Depositories/ Company / Registrar and Share Transfer Agent for procuring user id and password and registration of e-mail ids for e-voting for the Resolution set out in this notice:

In light of the MCA Circulars, for remote e-voting for this Postal Ballot, the Shareholders whether holding equity shares in dematerialised form or in physical form and who have not submitted their email address and in consequence to whom the Postal Ballot notice could not be served, may temporarily get their e-mail address registered by following the procedure given below:

• i. 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 the Company at investors@lmw.co.in or to the Company’s Registrar and Share Transfer Agent Link Intime India Private Limited by submitting necessary request form(s) along with supporting documents.

• ii. 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 the Company at investors@lmw.co.in or to the Company’s Registrar and Share Transfer Agent Link Intime India Private Limited. If you are an individual Shareholder 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.

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.

It is clarified that for permanent submission of e-mail address, the Shareholders are however requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participant(s) and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited, by following the due procedure.

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DISCLOSURES UNDER REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2) ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

OF COMPANY SECRETARIES OF INDIA
Name	DR. DEEPALI PANT JOSHI
Director Identifcation Number	07139051
Date of Birth / Age	12.12.1957 / 66 Years
Nationality	Indian
Date of appointment on the Board	Proposed to be appointed as an Independent Director of the Company, subject to approval of shareholders with efect from 12thDecember 2024.
Inter-se relationship with other Directors or Key Managerial Personnel of the Company	None of the Directors and/or Key Managerial Persons of the Company and their relatives are related to Dr. Deepali Pant Joshi.
Qualifcation	LL.B and a Ph.D. in Finance and Economics.
Expertise in area / experience	Dr. Deepali Pant Joshi, aged 66 years, is a Fellow of Harvard University Asia Centre with post-doctoral work in Finance and Economics. She is also a distinguished Fellow of the SKOCH Foundation. Dr. Deepali Pant Joshi has done Ph.D. and LL.B. from the University of Allahabad and the University of Lucknow, and also completed management studies from IGNOU, Delhi. Dr. Deepali Pant Joshi had been a Career Central Banker. She joined Reserve Bank of India (RBI) in 1981 and superannuated as Executive Director, at RBI in 2017. Dr. Deepali Pant Joshi has vast experience and core competencies in Microfnance, Financial Inclusion, Regulation and Supervision, Currency Management,Financial Institutions,Payment Systems and Forex.
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	The Nomination and Remuneration Committee at its meeting held on 28thOctober 2024, considering her expertise in fnance, economics and business knowledge has recommended to the Board her appointment as an Independent Director.
No. of shares held in the Company (including shareholding as a benefcial owner)	Nil
Board position held	Proposed to be appointed as an Independent Director of the Company, subject to approval of shareholders with efect from 12thDecember 2024.
Terms and conditions of appointment	As specifed in the Item No. 1 of the Notice.
Remuneration paid for the fnancial year 2023-24	Nil
Remuneration proposed to be paid	She is entitled for payment of sitting fees for attending the Meetings of the Board and its Committees. She shall also be paid a Commission on the Net Profts of the Company as decided by the Board of Directors within the limits as approved bythe Shareholders.
Number of Board meetings attended duringtheyear	Nil

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	t LMW.
Directorships held in other companies	Listed Companies: Aurobindo Pharma Limited TVS Motor Company Limited Coromandel International Limited Unlisted Companies: TVS Credit Services Limited Ambadi Enterprises Limited Satya Microcapital Limited Kan and More Private Limited
Names of the listed entities from which the person has resigned in the past 3 years	Nil
Chairmanship / Membership of the Committees of the Board of other Companies in which she is a Director	Coromandel International Limited Chairperson of the Audit Committee and Nomination and Remuneration Committee. Member of the Corporate Social Responsibility Committee. Aurobindo Pharma Limited Chairperson of the Stakeholders Relationship Committee. Member of the Nomination and Remuneration Committee and Corporate Social Responsibility Committee. TVS Motor Company Limited Chairperson of the Stakeholders Relationship Committee. Member of the Audit Committee and Nomination and Remuneration Committee. Satya Microcapital Limited Chairperson of the Audit Committee & Stakeholders Relationship Committee. Member of the Risk Management Committee, Nomination and Remuneration Committee, Asset & Liability Management Committee and Corporate Social Responsibility Committee. Ambadi Enterprises Limited Chairperson of the Audit Committee & Nomination and Remuneration Committee.

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NOTES